Last Updated: November 16, 2023
PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY.
PLEASE TAKE THE TIME TO CAREFULLY READ AND UNDERSTAND THE FOLLOWING TERMS OF USE. THESE TERMS GOVERN YOUR UTILIZATION OF THE SERVICES OFFERED BY BROWNRIDGE RESEARCH, LLC (“BROWNRIDGE,” "WE," "US," OR "OUR"). BY ACCESSING, PURCHASING, OR USING ANY OF THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT (THE "AGREEMENT"). OUR SERVICES MAY INCLUDE ADDITIONAL POLICIES, SUCH AS OUR PRIVACY POLICY, DMCA POLICY, SPECIFIC TERMS OF SERVICE, AND OTHER POSTED RULES OR GUIDELINES (COLLECTIVELY REFERRED TO AS "ANNEXES"). WE RESERVE THE RIGHT TO AMEND THIS AGREEMENT, INCLUDING ANY ANNEXES, AT ANY TIME. YOUR CONTINUED USE OF THE SERVICES AFTER SUCH AMENDMENTS SHALL INDICATE YOUR ACCEPTANCE OF THE REVISED TERMS.
BY ACCESSING, PURCHASING, OR USING ANY OF OUR SERVICES, YOU SIGNIFY YOUR WILLINGNESS TO COMPLY WITH AND BE LEGALLY BOUND BY THESE TERMS OF USE. IF YOU DISAGREE WITH ANY PART OF THESE TERMS, PLEASE DISCONTINUE YOUR USE OF THE SERVICES. IN ADDITION, SHOULD YOU CHOOSE TO ACQUIRE ADDITIONAL SERVICES FROM OUR AFFILIATES, PARTNERS, OR OTHER THIRD PARTIES, PLEASE BE AWARE THAT THEY MAY IMPOSE THEIR OWN TERMS OF USE, SERVICE AGREEMENTS, OR RELATED CONDITIONS. IT IS YOUR RESPONSIBILITY TO REVIEW, ACCEPT, AND ADHERE TO THOSE TERMS OF USE, SERVICE AGREEMENTS, OR CONDITIONS IN CONJUNCTION WITH THIS AGREEMENT.
CERTAIN SERVICES MAY BE DELIVERED ELECTRONICALLY, INCLUDING ELECTRONIC TRANSACTIONS. BY ACCESSING AND/OR UTILIZING THE SERVICES, YOU UNDERSTAND AND AGREE THAT ANY ELECTRONIC SUBMISSIONS, COMMUNICATIONS, OR TRANSACTIONS MADE USING YOUR CREDENTIALS (AS DEFINED BELOW) SHALL BE LEGALLY BINDING, INCLUDING YOUR ACCEPTANCE OF THIS AGREEMENT. FURTHERMORE, YOU CONSENT TO RECEIVING ELECTRONIC COMMUNICATIONS FROM US, INCLUDING BUT NOT LIMITED TO CANCELLATION AND RENEWAL NOTICES, POLICIES, CONTRACTS, AND APPLICATIONS.
I. AMENDMENTS TO THIS AGREEMENT
We retain the exclusive right, at our discretion, to alter, modify, or revise this Agreement (including any Annex) at any given time. Such changes become effective immediately upon the publication of the revised Agreement or any other form of notice provided to you. By continuing to utilize the Services after such publication, you indicate your acceptance of the amended Agreement. Please be aware that in the event of introducing or modifying a Premium Service (as defined below), corresponding modifications to this Agreement may be applied. If you have stored a cached version of the Agreement on your browser, the most recent non-cached version available on our Platforms (as defined below) will be considered the applicable Agreement. It is advisable to regularly review the Agreement on our Platforms to stay informed of any updates.
II. THE SERVICES
Our Services encompass a range of written and digital publications, materials, websites (including but not limited to brownridge.com), mobile applications, and various online and offline platforms (collectively referred to as "Platforms"). These Services consist of all the Content (as defined below) presented or delivered through the Platforms, as well as memberships and access to specific features. The term "Content" encompasses data, information, research, e-letters, newsletters, digests, articles, blogs, news aggregate services, emails, images, graphs, videos, podcasts, webinars, conferences, books, audio (including access to conference calls), software, analytic tools, and any other visual, auditory, or digital content made available through the Platforms. Our Services include both Free Services provided at no cost and Services that require payment, such as one-time fees, subscription fees, maintenance fees, or other charges, to grant access to premium Content and memberships (collectively referred to as "Premium Services"). The terms outlined in this Agreement apply to both Free Services and Premium Services, unless specifically stated otherwise for designated Premium Services. It is important to note that this Agreement covers Services accessible through Platforms that require User Credentials (defined below) and also Services provided via email, Platforms that do not necessitate Credentials, or other means.
This Agreement applies to all of our collective Services, regardless of whether they are purchased or separately used or as part of a membership or bundled solution. If you acquire or utilize Services that are sold or offered together as a bundled package or solution (as opposed to obtaining or using them individually), terminating any component of the Services will result in the termination of all Services provided as part of that bundled package or solution. Additional details regarding this matter can be found in Section 12.
III. DISCLAIMERS REGARDING OUR CONTENT
You acknowledge and agree to the following:
IV. CONTENT
At Brownridge Research LLC, we retain the right to modify, alter, or discontinue any Content or any aspect of our Services. These changes may involve adding or removing Outside Contributors or Our Representatives, discontinuing access to a specific Service (and potentially providing an alternative Service as a substitute), or revising the terms of engagement for a Service. Such changes or modifications can be implemented at our sole discretion, temporarily or permanently, at any time and without prior notice to you. By continuing to use the modified or altered Content and/or Services, or by accessing the changed or modified Content and/or Services, you acknowledge and accept any such changes or modifications made by Brownridge Research LLC.
Certain Content or features within our Services may be subject to their own distinct terms and conditions, which you agree to when you subscribe to or utilize those specific products, functions, or services ("Specific Terms of Service"). These Specific Terms of Service may be outlined in an Annex to this Agreement or provided to you through our Services at the time of sign-up or use of the particular Service. Each Specific Terms of Service complements and becomes part of this Agreement. In the event of a direct conflict between any term in this Agreement and a term in the Specific Terms of Service, the conflicting term in the Specific Terms of Service will prevail solely concerning the relevant Service. All other terms and conditions stated in both this Agreement and the Specific Terms of Service will remain in effect.
V. LICENSE; USER REPRESENTATIONS AND WARRANTIES
LICENSE TO USE THE SERVICES
Brownridge Research, LLC grants you a limited, non-exclusive, non-transferable, revocable, and non-sub-licensable license to access and use our Services. This license allows you to utilize the Content provided within each Service solely for your personal, non-commercial purposes, as expressly permitted under this Agreement. You may download and/or print one (1) copy of the Content for your personal use, provided that you retain all copyright and proprietary notices. You acknowledge that your access or use of the Services or Content does not grant you any ownership rights. Under no circumstances should you use any Content for purposes other than those explicitly permitted. All rights to the Services and Content, not expressly granted, are reserved by Brownridge Research, LLC.
USER REPRESENTATIONS & WARRANTIES & USE RESTRICTIONS
By using the Services and/or the Platforms, you represent and warrant the following. Your failure to fulfill these responsibilities will be considered a material breach of this Agreement.
I. You have the legal capacity to enter into binding contracts under applicable law and are not prohibited from receiving the Services by the laws of the United States or any applicable jurisdiction.
II. You are at least eighteen (18) years old or of legal age in your jurisdiction to enter into a binding contract with Brownridge Research, LLC. If you are supervising the activities of an under-age User, you are responsible for their actions.
III. To your knowledge, no pending or threatened action, proceeding, or investigation questions the validity or enforceability of this Agreement.
IV. Participating in this Agreement, as well as purchasing, using, or accessing the Services, will not violate any other agreements or default on any obligations you have with any party.
V. You have fulfilled all legal requirements and obtained all necessary consents to authorize your participation in this Agreement and the use of the Services.
VI. You will provide accurate and up-to-date information when registering for a User Account and throughout the term of this Agreement. You are responsible for regularly checking the provided points of contact for notices and updates from us.
VII. You will not infringe upon any rights of Brownridge Research, LLC or any third party while using the Services. You will comply with all applicable laws, rules, and regulations, and you accept liability for any harm caused by your misuse of the Services.
VIII. You are responsible for ensuring that your use of the Services complies with all relevant laws, rules, and regulations. You acknowledge that you bear full and exclusive responsibility for any harm or damage resulting from any improper or wrongful use of the Services.
IX. You agree not to engage in any of the following prohibited activities: (A) Copying, republishing, re-purposing, distributing, or disclosing any part of the Services and/or Content, in any medium, including automated or non-automated "scraping." (B) Using any automated system, including "robots," "spiders," "offline readers," etc., to access the Services in a manner that exceeds normal human usage, unless granted permission by Brownridge Research for the sole purpose of creating publicly available searchable indices (excluding caches or archives). (C) Transmitting spam, chain letters, or other unsolicited communications. (D) Attempting to interfere with or compromise the system integrity or security of the Services, or deciphering any transmissions to or from the servers running the Services. (E) Taking any action that may unreasonably or disproportionately burden our infrastructure, as determined solely Brownridge Research. (F) Uploading invalid data, viruses, worms, or other software agents through the Services. (G) Collecting or harvesting any User's personal information from the Services. (H) Using the Services for any commercial solicitation purposes. (I) Impersonating another person, misrepresenting your affiliation, conducting fraud, hiding your identity, or attempting to do so. (J) Interfering with the proper working of the Services. (K) Restricting or inhibiting any other User from using the Services, including hacking or blocking access to any portion of our Platform. (L) Accessing any Content on the Services through unauthorized technology or means. (M) Bypassing measures we use to prevent or restrict access to the Services, including features that enforce limitations on the use or copying of Content. (N) Disclosing or sharing Credentials. (O) Modifying, adapting, sublicensing, translating, selling, reverse engineering, decompiling, or disassembling any parts of the Services. (P) Framing or linking to any information or Content on the Services. (Q) Posting or submitting inaccurate, incomplete, or false biographical information or another person's information. (R) Posting or submitting material that is unlawful, illegal, defamatory, offensive, discriminatory, threatening, or obscene, as determined at the sole discretion of Brownridge Research.
X. You are solely responsible for all statements, acts, or omissions made on your User Account.
XI. You understand that a maximum of three simultaneous log-ins are allowed per User Account.
XII. You agree to provide proper notice to cancel or discontinue the Services. If no such notification is given, Brownridge Research, LLC will assume your satisfaction and bill any applicable service fees to your designated payment account.
Brownridge Research, LLC reserves the right to limit, condition, terminate, or suspend your access to the Services or any features thereof for any reason, with or without notice, and without any liability to you or any third party. This may occur if, in our sole determination, you breach any provision of this Agreement, commit fraud or abuse, or if we believe it necessary for the security of the Services, Content, or any User Data.
You are solely responsible for your interactions with other Users, and we have no obligation to monitor or intervene in any disputes. Brownridge Research, LLC shall not be liable for any actions or inactions of other Users. We are not obligated to enforce this Agreement against any other User.
You are responsible for ensuring the necessary communication lines and internet connections to interface with the Services, and you bear the risk of failing to make concurrent modifications to your devices and equipment.
You expressly waive any claims against Brownridge Research, LLC and agree to hold us harmless regarding any actions taken as part of our investigation or remediation of suspected violations. This includes suspension or termination of your User Account.
VI. REGISTRATION AND PRIVACY
USER ACCOUNT REGISTRATION; CONFIDENTIALITY
In order to access specific services provided by Brownridge Research ("Services"), you are required to apply and register for a user account ("User Account"). Upon successful registration, Brownridge Research will assign you a unique user ID, password, or other login credentials ("Credentials") exclusively for your use. Brownridge Research reserves the right to deny User Account registration at its sole discretion, without any obligation to provide a reason.
Unless stated otherwise in this Agreement, you are permitted to activate only one (1) User Account. Brownridge Research relies on the accuracy of the information provided in your User Account and the activity conducted through the use of your Credentials.
Ensuring the strict confidentiality of your Credentials is your sole responsibility. You must use the Credentials exclusively and refrain from disclosing them to any third party. It is essential for all users to keep their User Account passwords secure, and we strongly encourage you to utilize "strong" passwords that include a combination of uppercase and lowercase letters, numbers, and symbols. If you become aware of any potential unauthorized use of your User Account or any security breach, including loss, theft, or unauthorized disclosure of your Credentials, you must promptly notify Brownridge Research by calling or emailing us at the designated address. Upon receiving such notification, Brownridge Research may, at its discretion, make commercially reasonable efforts to suspend or disable the relevant Credentials. However, you shall be held accountable for any actions taken prior to such notification. You bear sole responsibility for all activities carried out under your User Account, whether by yourself or any other individual who gains access to the Services using your Credentials or due to your failure to exercise reasonable security precautions. You acknowledge and agree that Brownridge Research shall not be held responsible for any losses directly or indirectly resulting from the unauthorized use or misuse of your User Account or Credentials. Transferring or reselling your access to the Services or Content to any third party is strictly prohibited.
PRIVACY
For detailed information regarding the collection, use, and sharing of your personal information, as well as our policies concerning communication from Brownridge Research, please refer to our Privacy Policy. The Privacy Policy outlines how we and our affiliates, partners, vendors, and service providers may contact you.
VII. TERMS APPLICABLE TO BROWNRIDGE RESEARCH'S PREMIUM SERVICES
THE FOLLOWING PROVISIONS APPLY TO BROWNRIDGE RESEARCH'S PREMIUM SERVICES. PLEASE REVIEW THESE TERMS CAREFULLY BEFORE SUBSCRIBING TO A PREMIUM SERVICE.
Brownridge Research's Premium Services are provided on a subscription basis. By purchasing Premium Services, you agree to promptly pay Brownridge Research all applicable prices and fees ("Fees") as specified during the order process. Please note that the Fees are subject to change as outlined in this Agreement. Unless expressly stated otherwise, all Fees are non-refundable, except as provided herein or required by applicable law. If an invoice or order confirmation permits payment within thirty (30) days (or any other specified period), you must adhere to the stated payment terms.
We reserve the right, at our sole discretion, to modify the Fees, charges, or other conditions for using the Premium Services. We will provide reasonable notice to you regarding any changes or modifications. Additionally, you are responsible for the payment of all applicable taxes (excluding taxes based on Brownridge Research's income) related to the Services or payments made by you, including sales tax, use tax, value-added tax ("VAT"), and other taxes and governmental charges.
Please note that all payments must be made in U.S. dollars. Taxes will be calculated based on the location associated with your User Account address, as determined by Brownridge Research. The applicable taxes will be reflected in your invoice upon payment.
Our transaction processing supports U.S. dollars only, and the pricing displayed during the checkout process is an estimated conversion price at the time of purchase. If your bank or credit card account currency is not in U.S. dollars, your financial institution may charge you exchange rate conversion fees. Furthermore, due to time differences between the completion of the checkout process, transaction processing, and posting to your bank or credit card statement, the conversion rates may fluctuate. We do not guarantee that the amount charged to your bank or credit card for payment will match the amount posted to your statement. By accepting these terms, you agree to waive any claims against Brownridge Research related to such discrepancies. Please be aware that VAT may be charged based on the country indicated in your User Account's address information.
Unless otherwise specified during the order process, payment for Premium Services is to be made through your credit card, bank account, or other accepted payment methods ("Payment Account"). You are solely responsible for providing accurate information regarding the Payment Account to Brownridge Research and promptly updating any changes. By placing an order for a Premium Service, you authorize us to charge the corresponding amount to your Payment Account or immediately bill you for the requested Premium Services. Unless otherwise stated, recurring Fees for annual, monthly, or other subscription periods will be billed automatically until the Premium Services are terminated according to this Agreement. If you have set up automatic billing, your Payment Account will be charged accordingly. You are obligated to pay the full amount specified in the Agreement, even if the payment is scheduled to be made in installments. All installments must be received by the due date as outlined in the applicable payment schedule.
You agree to pay all Fees and charges associated with your Payment Account, including applicable taxes, at the rates in effect during the time of the charges. We may suspend or cancel your Services if any Fee payment becomes delinquent, but related charges will continue to accrue. Brownridge Research assumes no responsibility for any consequences resulting from the suspension of Services. In case of default, Brownridge Research may rescind any discounts provided and require full payment for the Services. Unpaid amounts will accrue interest as a late charge, in accordance with the maximum rate allowed by law or 1.5% per month, whichever is less. Additionally, Brownridge Research may refer any outstanding amounts to a third-party collection agency, and you agree to pay all associated costs, including litigation and attorney's fees. Dishonored checks may incur a collection fee. Additional fees may apply for late payments, insufficient funds, denied or invalid credit card numbers, or restarting/reinstating terminated Services due to nonpayment. Brownridge Research will restart or reinstate Services at its discretion upon receiving the applicable Fee.
By paying for Services using a credit card or other applicable method, you waive the right to initiate any improper "chargeback" against Fee payments. In the event that Brownridge Research is unable to charge your Payment Account or receives an improper chargeback, reversal, or payment dispute, we reserve the right to pursue all available lawful remedies, including the immediate cancellation of your Services without prior notice. We may also charge reasonable "administrative fees" or "processing fees" for additional tasks performed outside the scope of the Services, additional time/costs incurred due to your noncompliance, or recouping costs related to chargebacks or payment disputes. These fees will be billed to your Payment Account on file with Brownridge Research.
For current subscription rates of our Premium Services, please visit the respective Premium Service webpage or contact our Customer Service Department during business hours.
PLEASE NOTE THAT ALL FEES ARE NON-REFUNDABLE, AND BROWNRIDGE RESEARCH RESERVES THE RIGHT TO CHANGE PRICES, FEES, RATES, OR PLANS AT ANY TIME, WITH NOTICE TO CUSTOMERS AS PER THIS AGREEMENT.
Your subscription to Brownridge Research's Premium Services will continue for the period specified during registration ("Term") and will automatically renew at the end of the Term, unless you notify us of your decision not to renew. To cancel your subscription, please contact our Customer Service Department or use the designated cancellation method at least one day before the renewal date. Failure to provide timely notice will result in the automatic billing of the then-applicable subscription Fee to your Payment Account. Please be aware that we may attempt to renew your service less than ninety (90) days prior to its expiration and will notify you accordingly. By enrolling in our automatic renewal service, you authorize us to charge the payment method associated with your Payment Account for the renewal, even if your subscription information has changed.
If you choose not to enroll in our automatic renewal service or have opted out of it, and you wish to renew your Services, you acknowledge and accept full responsibility for actively renewing your Services. You also understand and assume all risks and consequences associated with not enrolling in the automatic renewal service. If any Service is not successfully renewed before its current Term expires, all your rights to that Service will terminate, and we will have no obligation to allow you to renew it once the expiration date has passed. It is solely your responsibility to ensure that the Services are renewed. We shall not be liable to you or any third party for any issues related to the renewal process described herein, including but not limited to any failures or errors in renewing the Services, whether caused by you, us, or a third party.
To facilitate the renewal process under our automatic renewal service, we may receive information from financial institutions or utilize third-party vendors to update the expiration date and account number of your credit card or other payment method associated with your Payment Account. These financial institutions and third-party vendors have relationships with various credit card issuers and may provide us with updated information by comparing it to our records. By using our automatic renewal service, you acknowledge and agree that we may share your credit card or other payment method information related to your Payment Account with these financial institutions or third-party vendors for the purpose of obtaining any updates regarding your credit card expiration date, account number, or other relevant information pertaining to your Payment Account.
To cancel purchases of Brownridge Research's products or Free Services, you have the option to modify your preferences in your User Account, contact us via email at contact@brownridge.com, or use another designated cancellation method. Please note that the cancellation process for Premium Services is outlined below.
During any free trial period of your subscription, you have the freedom to cancel your Premium Service subscription at any time without incurring any charges. To cancel, simply follow the instructions mentioned above. It is important to cancel at least one day before the free trial period ends to avoid being automatically converted to a paid subscription.
Upon the commencement of your initial subscription (which occurs at the end of your free trial or, if you didn't have a free trial, upon registration), the applicable subscription Fee will be billed to your Payment Account, and your paid subscription will begin. We do not offer refunds for initial orders or recurring monthly payments once your initial subscription begins. If you cancel your monthly subscription for a specific Premium Service, you will not receive a refund or reimbursement for the current month's subscription Fee. However, you will not be charged any future monthly subscription Fees for that Service. If you cancel within the first thirty (30) days of your initial subscription and your subscription term is longer than a month (including annual subscriptions), you may be eligible for a refund of your subscription fee, minus a pro-rated charge for one month. Please note that if you cancel your subscription at any time after the initial thirty (30) day period, and your subscription term is longer than one (1) month, you will not be entitled to a refund or reimbursement, regardless of your usage during the subscription.
To cancel your subscription, please call our Customer Service Department at XXX-XXX-XXXX, Monday through Friday between 9:00 a.m. and 5:00 p.m. ET, or use any other designated cancellation method provided. Please note that canceling a subscription by any other means is not permitted. If you qualify for a refund, we will credit your Payment Account within seven to fourteen (7-14) business days after receiving your mandatory cancellation notification.
If you place an order for Services over the telephone and subsequently decide not to be legally bound by this Agreement, you must notify Brownridge Research within seventy-two (72) hours of receiving the introductory email sent to your User Account email address. By doing so, the Services will be canceled, and a refund of any payments or Fees already paid to Brownridge Research for the order of the Services will be issued. No further obligations will apply to either party.
VIII. INTELLECTUAL PROPERTY & PROPRIETARY RIGHTS
All rights, titles, and interests in and to the Services and the Content, including registered and unregistered trademarks, service marks, logos, trade secrets, proprietary information, confidential information, know-how, copyrights, processed data, activity metadata, feedback, and all other intellectual property or proprietary rights related to tangible or intangible property used in connection with the identified Services ("Brownridge Research Intellectual Property Rights"), are owned by Brownridge Research and/or its Outside Contributors. You acknowledge and agree that you have no claim of interest or ownership in any Brownridge Research Intellectual Property Rights. You understand that no title to the Brownridge Research Intellectual Property Rights is transferred to you, and you only have the rights expressly granted in this Agreement. However, the right, title, and interest to the User Data belong to you.
Subject to the terms herein, you may access and use the Content, and download and/or print one copy of the Content for personal, noncommercial use, provided that you keep all copied material intact and include the notice: "Copyright [applicable year]. Brownridge Research. All rights reserved." Any other copying, distribution, storage, transmission, or commercial use of the Content is strictly prohibited without our prior written permission. This means you cannot sell, transfer, or barter your subscription, our Services or Content, or any individual publication. You agree that your use of the Services does not grant you any ownership rights in the Content and that you will not create any modifications or derivative works based on the Services and/or Content.
"Brownridge Research" and other marks used on the Services are trademarks and/or service marks of Brownridge Research. Any other trademarks, service marks, and logos used on the Services belong to their respective owners.
If you provide any feedback or suggest changes to any Service ("Feedback"), Brownridge Research will own all rights to such Feedback and may use it as desired. You hereby assign all right, title, and interest in the Feedback to Brownridge Research and agree to assist in documenting, perfecting, and maintaining Brownridge Research's rights in the Feedback. You may not remove, modify, or obscure any copyright, trademark, or proprietary rights notices on the Services. You acknowledge that any processed data derived from User Data that does not include personal information ("Processed Data") shall be the exclusive property of Brownridge Research, and we are not limited in our use or exploitation of such Processed Data.
You understand and agree that we have the right, though not the obligation, to access, archive, or monitor metadata generated by your activity on the Services, including for operational, maintenance, improvement, development, and security purposes, as well as to ensure compliance with this Agreement, applicable laws, rules, or regulations ("Activity Metadata").
If you believe in good faith that your work has been copied in a manner that constitutes copyright infringement, please follow the instructions outlined in our DMCA Policy.
IX. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
You acknowledge and agree that your use of Brownridge Research's Services (including any related Content, including but not limited to Content provided by Outside Contributors) is entirely at your own risk. The Services (and any related Content) are provided "as is," "as available," and "with all faults," without any representations or warranties of any kind, whether express or implied. Brownridge Research, its officers, directors, employees, subsidiaries, affiliates, Outside Contributors, third-party providers, contractors, suppliers, licensors, advertisers, and agents (collectively referred to as "Brownridge Research Entities") expressly disclaim all warranties and conditions of any kind, including but not limited to any implied warranties of title, merchantability, non-infringement, and fitness for a particular purpose or use, as well as any warranties arising from a course of dealing, usage, or trade practice.
Brownridge Research Entities do not warrant and accept no liability for the completeness, adequacy, timeliness, accuracy, uninterrupted nature, error-free operation, or security of your use of the Services and/or any Content obtained through them. They do not warrant and accept no liability for viruses, worms, malicious code, trojan horses, malware, or other harmful components present on the Services or the servers hosting the Services. Brownridge Research Entities do not warrant and accept no liability for any software downloaded from or used as a component of the Services. No opinion, advice, or statement from Brownridge Research Entities, whether provided through the Services or otherwise, creates any warranty. Brownridge Research further disclaims any warranties that the Services will meet your requirements, and makes no guarantee or warranty regarding any results (including but not limited to investment results, returns, performance, or other outcomes) that may be obtained from the use of, in connection with, or in reliance upon the Services.
This disclaimer of representations and warranties applies to the fullest extent permitted by law and will survive any termination or expiration of this Agreement or your use of the Services.
X. LIMITATION OF LIABILITY
By accepting this agreement, you recognize and consent to the understanding that the entities associated with Brownridge Research are not accountable or answerable for any damages, be they direct, indirect, incidental, consequential, special, exemplary, punitive, or damages based on reliance, under any legal theory including contract, negligence, or strict liability, arising from or connected in any manner to this agreement, the services provided, or any content therein. This includes content from external contributors and extends to losses such as lost profits, loss of use, economic advantage, or data loss, irrespective of whether such damages were foreseeable or if Brownridge Research was informed of the potential for such losses. This stands even if the main purpose of any limited remedy fails. It is clear that damages incurred under the "Indemnification" section (including, but not limited to, those damages a party is entitled to under such section in relation to third-party claims for indirect, special, incidental, or consequential damages) are considered direct damages of the indemnified party. Should you be dissatisfied with the services, your only recourse is to cease using them. Furthermore, it is agreed that, notwithstanding the above, Brownridge Research's total liability to you for all damages, losses, and causes of action — whether in contract, tort, or otherwise — shall not exceed the total amount you have paid to us for access to and use of the services during the current calendar year of your subscription.
Any action or proceeding regarding the Services must be brought by you within one (1) year from the date the claim arose, except for actions brought by you for indemnification, which are not subject to this limitation.
XI. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Brownridge Research Entities, their current and former officers, directors, employees, agents, and representatives, as well as their successors and assignees, from and against any and all liabilities, claims (including third-party claims), damages, losses, costs (including reasonable attorneys' fees), and other expenses associated with or arising from:
If a Service covered by this indemnity is claimed, alleged, or determined to infringe a third party's patent or registered copyright, which is owned or licensed to such third party, Brownridge Research shall have the right and option to modify the Services to avoid such infringement. If, in our sole discretion, modifying the Services to avoid infringement is not feasible, we reserve the right to terminate this Agreement without any liability on the part of Brownridge Research Entities. In the event of termination under this provision, we will refund the full price for any unused portion of the Premium Service. If a third-party claim or suit arises, Brownridge Research reserves the right, at its sole discretion, to defend or settle such claim. At our request and expense, you must cooperate and provide assistance and information regarding any such claim or suit. We have the right to select legal counsel, at our expense, for the defense of any claim or suit. If you choose to be represented by your own counsel, you will be responsible for the fees and expenses of such counsel. Any settlement related to such claims requires prior written consent from Brownridge Research.
This defense and indemnification obligation shall survive the termination of this Agreement and your use of the Services.
XII. TERMINATION
GENERAL
Without limiting the foregoing, Brownridge Research reserves the right to terminate this Agreement at any time, with or without notice, for any reason, including but not limited to the following: (i) if Brownridge Research reasonably believes that you have violated this Agreement or any applicable law; (ii) if your use of the Services disrupts the normal operations of the Service or poses a security threat; (iii) if Brownridge Research receives a credible claim that the Service infringes upon the intellectual property rights of a third party; (iv) if required to do so by law; (v) if your User Account for Free Services remains inactive for a period of thirty (30) days or more; or (vi) if you initiate a chargeback or reversal of any Fees with your bank or credit card company. Prior to filing a chargeback, we recommend contacting our Customer Service Department at ###-###-#### during our business hours to address any payment-related concerns. Brownridge Research reserves the right to dispute any chargeback. Please note that if you have purchased bundled Premium Services, termination of one Service within the bundle will result in termination of all Services included, unless otherwise agreed upon by Brownridge Research.
You may terminate this Agreement at any time, except that termination does not release you from your obligation to pay any Fees for Premium Services for the remaining Term.
EFFECT OF TERMINATION
Upon termination, Brownridge Research will cease providing the Services to you, and any licenses granted to you will immediately terminate. You must discontinue the use of the Services, and all rights and obligations under this Agreement will terminate, except for the provisions explicitly stated to survive termination, including but not limited to Sections 2, 3, 4, 5.B, 6.B, 8, 9, 10, 11, 12, 13, 15, and 17. User agrees that if their User Account is terminated under Sections 12(A)(i)-(iii), they will not attempt to create a new User Account or engage in any activities that infringe upon our copyrights or other intellectual property rights, using any name, real or assumed.
To comply with applicable laws and recordkeeping practices, Brownridge Research may retain a copy of User Data indefinitely for business purposes and to enforce its rights under this Agreement. Brownridge Research is not responsible for maintaining any records on behalf of the user.
XIII. THIRD-PARTY PROVIDERS & THIRD-PARTY SITES
Brownridge Research may engage the services of affiliates and other third-party providers ("Third-Party Providers") to support and assist in delivering the Services. These Third-Party Providers may be involved in various functions such as security, technology, support, legal compliance, administration, and similar services.
The Services may include links to websites, advertisers, products, content, information, services, or events that are not owned or controlled by Brownridge Research ("Third-Party Sites"). Brownridge Research does not endorse or assume responsibility for any Third-Party Site. If you access a Third-Party Site through a link on our platform, it does not imply our endorsement, and your use of such links and Third-Party Sites is at your own risk. Each Third-Party Site may have its own terms and conditions, and it is your responsibility to review, accept, and comply with those terms and conditions. You agree that Brownridge Research is not responsible or liable for (i) the availability or accuracy of any Third-Party Sites, or (ii) the content, terms and conditions, policies, advertising, practices, or products of any Third-Party Sites. Any interactions, transactions, or agreements between you and advertisers found on the Services are solely between you and the advertisers. Brownridge Research shall not be held responsible for any loss or damage resulting from such dealings with advertisers.
XIV. DMCA POLICY
Brownridge Research will handle reported cases of copyright infringement by Users in compliance with our Digital Millennium Copyright Act (DMCA) policy. For detailed information regarding our DMCA policy, please refer to the policy available in the footer of the website.
XV. GOVERNING LAW & VENUE
This Agreement is subject to and governed by the laws of the State of Delaware. You agree that any legal proceeding, lawsuit, or action relating to or arising under this Agreement, the Services, or a breach of any User's User Data shall be initiated exclusively in a federal or state court of competent jurisdiction located in Kent County. By agreeing to this provision, you consent to the personal and exclusive jurisdiction of such court and waive any objections regarding lack of personal jurisdiction or inconvenient forum. Furthermore, you waive the right to a trial by jury in any action related to or arising under this Agreement or the Services. Additionally, you waive the right to participate in a class action lawsuit relating to or arising under this Agreement or the Services.
If you initiate a claim against Brownridge Research in a jurisdiction outside Kent County, Delaware, Brownridge Research will seek to have the claim dismissed based on your acceptance of this Agreement at the time of purchasing, using, or accessing the Services, as well as your continued use of the Services as evidence of your acceptance of this Agreement and this particular section.
Both parties acknowledge that the obligations stated in this section are independent of any other obligations in this Agreement. In the event you initiate a legal proceeding in a court other than the courts Kent County, Delaware as outlined above, Brownridge Research may incur costs and expenses, including attorneys' fees, to enforce this provision. You expressly agree to reimburse Brownridge Research for such costs and expenses, including attorneys' fees, within ten (10) days of receiving a written demand for reimbursement. If you fail to reimburse Brownridge Research as stipulated in this section, you accept responsibility for all costs and expenses, including attorneys' fees, incurred by Brownridge Research in seeking to collect or recover the reimbursable amount from you.
XVI. ADDITIONAL TERMS FOR SERVICES PROVIDED THROUGH A WEB OR MOBILE APP
In relation to any Services provided through a web or mobile app (referred to as an "App"), Brownridge Research grants you a limited, revocable, non-exclusive license to download and install a single copy of the App on your own computer or mobile device. This license is solely for the purpose of connecting to and using the Services as permitted by this Agreement. You are not permitted to transfer this license to any third party. Upon termination of this Agreement, including if you close your User Account, you must delete any downloaded or installed copies of the App.
You acknowledge that this Agreement is solely between Brownridge Research and you, and not with the owner or operator of any app store from which the App is distributed (referred to as the "App Store Provider"). In addition to the terms of this Agreement, your use of the App and any Services provided through the App is subject to the terms of the user agreement associated with the App Store Provider or any other platform through which you obtained the App.
While this Agreement is in effect: (a) Brownridge Research is solely responsible for providing any maintenance and support services for the Platform as outlined in this Agreement or required by applicable law, and the App Store Provider is not obligated to provide any maintenance or support services for the App or associated Services; (b) the App Store Provider is not responsible for any warranties relating to the App or the Services. To the maximum extent permitted by law, the App Store Provider has no warranty obligations regarding the App or the Services, and any claims, losses, liabilities, damages, costs, or expenses related to warranty failures will be the sole responsibility of Brownridge Research; (c) Brownridge Research, not the App Store Provider, is responsible for addressing any claims made by you or any third party concerning the App and the Services.
Brownridge Research and you agree that the App Store Provider is a third-party beneficiary of this section and other provisions in this Agreement that apply to the App Store Provider. By accepting the terms and conditions of this Agreement, the App Store Provider has the right (and is deemed to have accepted the right) to enforce these provisions against you as a third-party beneficiary.
XVII. MISCELLANEOUS
WAIVER
No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Brownridge Research. Our remedies under this Agreement are cumulative and not alternative, and the election of one remedy for a breach shall not preclude the pursuit of other remedies. The failure of Brownridge Research to enforce any provision of this Agreement does not waive the right to enforce such provision in the future. The waiver by Brownridge Research of any rights arising from a breach shall not be deemed a waiver of the provision itself. Any failure by Brownridge Research to enforce its rights under this Agreement or applicable laws does not constitute a waiver of such rights.
No party shall be deemed to have waived any of its rights under this Agreement by the passage of time or by any statement or representation other than (i) by an authorized representative, and (ii) in a written waiver explicitly stating such. A waiver of any rights arising from a breach of this Agreement shall not constitute a waiver of rights related to any prior or subsequent breach of this Agreement.
SEVERABILITY
If a court of competent jurisdiction deems any provision (or portion of a provision) of this Agreement to be illegal, invalid, or unenforceable, the remaining provisions (or portions of provisions) shall not be affected and shall be deemed valid and enforceable to the fullest extent permitted by law. This Agreement shall be deemed amended to the extent necessary to make it enforceable, valid, and, to the maximum extent possible, consistent with applicable law and the original intent of the parties. The remaining terms and provisions shall remain in full force and effect.
FORCE MAJEURE
Brownridge Research shall not be held liable for any cessation, interruption, delay, or failure in the performance of the Services or any obligations under this Agreement resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control. Such events may include, but are not limited to, Internet failures, computer equipment failures, telecommunication equipment failures, failures of internet service providers (ISPs) or cloud-hosting providers, other equipment failures, electrical power failures, strikes, labor disputes, lockouts or boycotts, riots, terrorism, insurrections, civil disturbances, shortages of labor or materials, hurricanes, earthquakes, fire, floods, storms, natural disasters, explosions, acts of God, armed conflict, war, governmental actions, or orders of domestic or foreign courts or tribunals.
ENTIRE AGREEMENT
This Agreement, along with any additional agreements, terms and conditions, rules, policies, and agreements provided by Brownridge Research, including any modifications, constitutes the entire agreement between you and Brownridge Research regarding your use of the Services and any other subject matter covered by this Agreement. This Agreement supersedes and governs all prior proposals, agreements, or communications between you and Brownridge Research (including any prior versions of this Agreement). You may not waive, modify, or supplement this Agreement, in whole or in part, except with written permission or amendment by Brownridge Research.
TITLES AND HEADINGS; INTERPRETATION
The titles and headings of this Agreement are inserted for convenience and reference only and do not affect the meaning or interpretation of this Agreement. Additionally, in references to any parties, persons, entities, or corporations, the use of any particular gender or the plural or singular number is intended to include the appropriate gender and number as required by the text of this Agreement.
ASSIGNMENT
You may not assign or transfer, directly or indirectly through a third party, this Agreement or any of your interests, rights, or obligations under this Agreement without the prior written consent of Brownridge Research. Any attempted assignment in violation of this provision shall be null and void. Brownridge Research may assign its rights and obligations under this Agreement and may engage subcontractors or agents to perform its duties and exercise its rights under this Agreement without notice to you or your consent. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
AGENCY
This Agreement does not create any agency, employment, partnership, joint venture, franchise, or similar relationship between you and Brownridge Research. No party has the right or authority to assume or create any obligations, or make any representations, warranties, or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect. The relationship between you and Brownridge Research is limited to the responsibilities and obligations defined in this Agreement.
NO THIRD-PARTY BENEFICIARIES
You acknowledge and agree that nothing in this Agreement, whether express or implied, is intended to confer upon or give to any person, other than you, any interests, rights, remedies, or other benefits conveyed to you herein.
ACCESS TO THE SERVICE FROM OTHER LOCATIONS
The Services provided by Brownridge Research are intended solely for individuals and entities residing in the United States. We make no representation that the materials provided through the Services are appropriate or available for use in other locations. If you choose to access the Services from other locations, you do so at your own initiative and are responsible for compliance with local laws, if and to the extent applicable. Brownridge Research reserves the right to limit the availability of the Services to any person, geographic area, or jurisdiction at our sole discretion and at any time. We also reserve the right to limit the quantities of any service provided.
NOTICE
Brownridge Research may provide notifications, whether required by law or for marketing purposes, to disclose changes or additions to our Services, or for other business-related purposes. These notifications may be sent to you via email associated with your User Account, written or hard copy notice, or through conspicuous posting of such notice on our Services. We reserve the right to determine the form and means of providing notifications to Users. However, you may have the option to opt out of certain means of notification as described in this Agreement. Please note that we are not responsible for any automatic filtering applied to email notifications by you or your network provider.
All mail notices from Brownridge Research to you shall be deemed effective when: (i) sent by certified mail, return receipt requested or by a recognized overnight delivery service to your last known mailing address; (ii) sent via email to the email address associated with your User Account; or (iii) posted on the login page of the Website and/or any applicable pages linked thereto immediately after you log in to the Website. By providing your contact information to Brownridge Research, you agree that we may use this information to contact you in any format or manner we choose, and that we may rely on the contact information provided by you. While Brownridge Research may choose to send a notice through various means of delivery (e.g., email, certified mail, or express mail), we have no obligation to do so. In no event shall Brownridge Research be liable to you for choosing to send notice in one manner or format over another.
If you need to give notice to Brownridge Research, you can contact our Customer Service Department by telephone at ###-###-####, Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m. ET, or via email to contact@brownridge.com.
If you are a California resident, please be aware that you have the option to contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs. They can be reached in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
