Terms of Service
ACCEPTANCE OF THESE TERMS OF SERVICE (THESE “TERMS”) IS A CONDITION OF YOUR ACCESS TO, PARTICIPATION IN AND USE OF BRAINSTATION SERVICES (AS DEFINED BELOW).
This is a Binding Agreement. These Terms are a binding agreement between you and BrainStation. As used in these Terms, “we”, “us” and “BrainStation” means the applicable BrainStation Contracting Party (as defined below). “You” and “users” shall mean any participant in or user of BrainStation Services. You confirm your acceptance of these Terms each time you access or use any BrainStation Services. If you do not accept these Terms, you are not lawfully permitted or authorized to use or participate in BrainStation Services and you are not entitled to use them. To the extent there are any additional contractual documents or terms entered into by you in respect of BrainStation Services, these Terms shall form an integral part of such additional terms and these Terms are incorporated by reference into them.
BrainStation Contracting Party. Your “Access Location” is the location from which you are accessing or participating in the BrainStation Services.
- If your Access Location is in the United States, “BrainStation Contracting Party” means BrainStation Learning LP, a Delaware limited partnership, with offices located at 700 S. Rosemary Ave., Suite 204-129, West Palm Beach, FL 33401.
- If your Access Location is outside of the United States, “BrainStation Contracting Party” means BrainStation Inc., an Ontario corporation, with offices located at 469 King Street West, Floor 2, Toronto, Ontario, Canada, M5V 1K4. Phone number: 1 (800) 903-5159. Email: [email protected]
“BrainStation Services” means the website located at brainstation.io and all functionality and service offerings available from such website and/or from BrainStation from time to time. This includes your BrainStation.io account, any software, applications, services, programs, training, courses, events, data or content made available for free or for a fee by BrainStation and all ancillary related services, tools or software provided or used in connection with the foregoing including any related platform, directory or cloud-based tools or other technology to enable you to view, use or participate in them. BrainStation Services includes all public or private courses, workshops, programs and their content, including corporate and enterprise programs, delivered via any medium (including online and in person) originating from or provided by BrainStation or on its behalf, whether free or fee-based.
Revisions to Terms. To the extent permitted under applicable law, we reserve the right, in our sole discretion, to modify these Terms at any time, in whole or in part, by posting an updated version. Except in connection with the receipt of ongoing BrainStation Services, such as your participation in a program, changes to these Terms will be effective when posted. In connection with ongoing BrainStation Services, the Terms in effect at the time you entered into your enrolment or other applicable agreement will govern. You agree to visit this page periodically to review the most current Terms.
Persons Under 18 Years of Age May Not Use BrainStation Services. If you are under 18 years of age you may not use BrainStation Services. By using this site and BrainStation Services you represent and warrant that you are 18 years of age or over. No BrainStation Services are directed at persons under the age of 18.
BrainStation Community Guidelines, Sexual Misconduct Policy. BrainStation Community Guidelines are posted at brainstation.io/community-guidelines. BrainStation requires our workplaces, campuses, and communities to address sexual misconduct, violence and harassment. BrainStation's Sexual Misconduct Policy is available at brainstation.io/sexual-misconduct-policy. These Terms incorporate the BrainStation Community Guidelines and Sexual Misconduct Policy. You agree to comply with those Guidelines and Policy at all times while participating in or using BrainStation Services. Failure to comply with them shall constitute material breach of these Terms and entitle BrainStation to terminate your use of and access to BrainStation Services immediately without any refund to you.
BrainStation Accounts, Passwords, Security. If you create an account with BrainStation, you are responsible for the security and confidentiality of your password and log in credentials and for keeping information contained in your account accurate and up to date, including payment methods. You are responsible for any activity that results from use of your password or log in credentials. You represent and warrant that all information provided by you to BrainStation will be true, accurate, current and you will keep this information up to date and accurate at all times. You will notify us immediately if you have any concern or belief that the security of your password or log-in credentials has been compromised or that there has been unauthorized access to your account. You agree and waive any claim against BrainStation for any loss or damage related to unauthorized access to your account or unauthorized use of your password or log in credentials.
BrainStation Courses. If you enroll in one of BrainStation’s courses, you will be subject to additional contract terms which supplement these Terms and which will be provided to you before you enroll for that course. BrainStation’s diploma courses may be subject to regulation under local private career college and private training institution statutes. BrainStation part-time and training courses are not registered under any local statutes or regulations.
Discounts and Scholarships. Any discounts, scholarships or promotional benefits (including Learning Credits) offered by BrainStation have no cash value, cannot be transferred to any other party and are solely for the personal use of the recipient. All discounts, scholarships and promotional benefits must be applied towards an enrollment fee within twelve (12) weeks of being issued. Any discounts, scholarships and promotional benefits for BrainStation Services cannot be combined.
Ownership and Use of BrainStation Services and Content. BrainStation or its suppliers or licensors own all content, information and data that we create or make available to you as part of BrainStation Services. BrainStation Services and BrainStation Content include content such as the following: curriculum, work sheets, tests, project descriptions, slide decks and presentations, challenges, the content of our marketing materials and websites, templates, teaching materials, images, design and branding features, text, video, images, logos, templates software and software code, data, audio and video files and other such content in digital and other formats, which is made available on our website, in the BrainStation Learning Portal, in our course materials, and on the Internet and is collectively referred to as “BrainStation Content”. All BrainStation Content is, in its components and as a compilation, the exclusive property of BrainStation or its suppliers or licensors and is protected under applicable copyright, trade-mark and other laws.
You Are Granted a Limited License to Use BrainStation Services and BrainStation Content For Personal Use Only. If you are a user of our website, you have a limited license to access and use the BrainStation Content available on the website for your personal, non-commercial use subject to these Terms. If you have a BrainStation account and obtain any BrainStation Services through your BrainStation account, you have a limited license to access and use the BrainStation Content provided in connection with such BrainStation Services for your personal, non-commercial use subject to these Terms and any other terms governing your use of such BrainStation Services. If you are enrolled and registered in BrainStation Courses, provided you pay any corresponding fees in accordance with the terms of your Enrollment Agreement, you are authorized to access and use BrainStation Services and BrainStation Content as reasonably required for your completion of the applicable BrainStation Courses and subject to these Terms and the applicable Enrollment Agreement. This right is personal to you and not transferable. Any and all other uses are unlawful and prohibited. This license may be withdrawn or revoked at any time to the extent you are, or suspected to be, in breach of these Terms or we cease making the applicable BrainStation Services and/or BrainStation Content available generally. Unauthorized use of the BrainStation Services and/or the BrainStation Content is a violation of these Terms and copyright, trademark and other laws. You must maintain, and do nothing to impair the rights of BrainStation and its affiliates in and to, all copyright, trademarks, service marks, or other proprietary notices contained in or on BrainStation Content provided to you under this limited license. Apart from revoking your access to BrainStation Services, we reserve all rights in all jurisdictions to prosecute you and/or claim damages and injunctive and any other relief available at law in the event of violation of BrainStation’s intellectual property rights under these Terms.
Except as expressly provided in these Terms, BrainStation Content cannot be copied, reproduced, hosted, conveyed, communicated, republished, uploaded, posted, transmitted, or distributed in any way by you without written permission of BrainStation or the applicable licensor or supplier. If BrainStation Content is made available to you to copy or download, such as part of course materials, you are authorized to download a single copy of that material for your personal use only and may make reasonable physical copies solely for your consumption in association with the applicable BrainStation Services. Modification, distribution or use of BrainStation Content for any other purpose, including any commercial purpose is not authorized and is a violation of the copyright and other proprietary rights of BrainStation or its licensors. For example, you are prohibited from sharing all or part of BrainStation’s curriculum, course or program material in any manner, including on social media, the Internet, YouTube or other Internet-based sites and services.
BrainStation Trade Marks. BrainStation, the BrainStation Brain Logo, BrainStation Remote, The Digital Learning Company and other BrainStation logos, brand elements, URLs, and product and service names used by BrainStation and its affiliates are registered and unregistered trademarks and the property of BrainStation (the “BrainStation Marks”). All rights are reserved. You cannot use or display the BrainStation Marks without our advance written approval.
BrainStation’s Use of Your User Content and Student or Participant Work. By creating, posting, or sharing your user content, including Student Work, on or as part of the applicable BrainStation Service, you grant BrainStation a perpetual, transferrable, irrevocable, world-wide, non-exclusive, royalty-free license to use, modify, remove, publish, transmit, or display your user content and Student Work without compensation to you, for the purpose of promoting BrainStation. You waive any rights you may have regarding your user content and Student Work being altered or manipulated in any way that may be objectionable to you. We reserve the right to refuse to accept, post, display, or transmit any user content in our sole discretion. The foregoing is subject to any applicable privacy laws, regulations, and policies. “Student Work” is any work in any format you have submitted or completed as part of participating in or completing BrainStation Services.
You Represent You Have Rights to the Content You Post. You represent, warrant and covenant to BrainStation that: (i) you own or are authorized to use, and shall at all times own and be authorized to use, any content posted by you on or through BrainStation Services; (ii) the posting and use of your user content on or through BrainStation Services does not, and shall not at any time violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of your user content on BrainStation Services does not, and shall not at any time, result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of posting your user content on the BrainStation Service and indemnify us with respect thereto. You also acknowledge and agree that your user content is, and shall at all times be, non-confidential and non-proprietary.
Electronic Communications. As a condition of registering for a BrainStation account, you consent to BrainStation communicating with you by e-mail or web or Internet posting and you consent to receiving e-mails and other electronic communications from BrainStation regarding your use of BrainStation Services including promoting or making you aware of BrainStation offerings, new services and products. To withdraw your consent to receiving electronic communications from BrainStation you may e-mail [email protected].
Suggestions, Feedback and Submissions. We appreciate your comments, feedback and input (collectively, “Suggestions”). By providing us with Suggestions, you grant us a royalty-free, perpetual, irrevocable, worldwide unlimited license to use such Suggestions for any purpose or use, including commercial uses, without attribution or compensation to you.
Content Disclaimers, Limitations, and Prohibitions. You are responsible for your actions when using and relying on BrainStation Services or BrainStation Content. You are solely responsible for your user content on BrainStation Services. BrainStation does not endorse any, nor is it responsible for, any user content on the BrainStation Services. You assume all risks associated with your user content, including any party’s reliance on its quality, accuracy, or reliability. You may subject yourself to liability if, for example, your user content contains material that is false, intentionally misleading, or defamatory, violates third-party rights, or contains material that is unlawful or advocates the violation of any law or regulation.
You agree to use the BrainStation Services and BrainStation Content only for their intended purpose. You must use the BrainStation Services and BrainStation Content in compliance with all privacy, data protection, intellectual property, and other applicable laws. Without limiting the generality of the foregoing, the following uses of BrainStation Services and BrainStation Content are prohibited, and you shall not:
- attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the BrainStation Services, user accounts, or the technology and equipment supporting the BrainStation Services, or BrainStation Content
- frame or link to the BrainStation Services or BrainStation Content without advance written permission
- use data mining, robots, or other data gathering devices on or through BrainStation Services
- post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity
- disclose personal information about another person or harass, abuse, or post objectionable material
- sell, transfer, trade or assign any of your rights to use BrainStation Services or BrainStation Content to a third party without our express written consent
- post advertising or marketing links or content, except as specifically allowed by these Terms
- use BrainStation Services after your account or access has been terminated, without our consent
- use BrainStation Services in an illegal way or to commit an illegal act in relation to any part or that otherwise results in fines, penalties, and other liability to BrainStation or others or interferes with the proper use and enjoyment of BrainStation Services or BrainStation Content
- behave in any manner that violates BrainStation Community Guidelines or is illegal, disruptive, or interferes with the use and enjoyment of BrainStation Services by any other party or affects the security or well-being of any other user, IT system, data, or facilities
- take any action or behave in any manner that would reasonably be considered unlawful, improper, or wrong.
Breach or Violation of These Terms may Result in Legal Action and Suspension of your use of BrainStation Services or Content. We reserve the right in our sole discretion to suspend or terminate your account and access to BrainStation Services and facilities in the event you breach these Terms or if we cease to make the BrainStation Services and/or facilities available generally. We reserve the right to refuse to provide BrainStation Services to you in the future for any lawful reason.
BrainStation may review and remove any user content at any time for any reason, including content which, in its sole judgment: violates these Terms, does or might violate any applicable laws, rules, standards, or regulations, is abusive, disruptive, offensive or illegal, does or might violate the rights of, or harm or threaten the safety of anyone. To the greatest extent permitted under applicable law, you are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the BrainStation Services and will indemnify us and any affected user for any losses or damages incurred, including reasonable attorney’s fees.
Third Party Web Sites. BrainStation Services may include links to third party websites, services and applications and you are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
Released Parties Defined. “Released Parties” include BrainStation and its owners and affiliates and their officers, directors, employees, agents, contractors, service providers, partners, educators, and licensors.
BRAINSTATION DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF BRAINSTATION SERVICES IS AT YOUR SOLE RISK, AND BRAINSTATION SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY OR THROUGH BRAINSTATION SERVICES, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, QUALITY, SAFETY, RELIABILITY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (I) BRAINSTATION SERVICES WILL MEET YOUR REQUIREMENTS, (II) BRAINSTATION SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF BRAINSTATION SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE THROUGH BRAINSTATION SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN BRAINSTATION SERVICES WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF BRAINSTATION SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
LIMITATION OF LIABILITY AND INDEMNIFICATION.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR THOSE AUTHORIZED BY YOU TO USE BRAINSTATION SERVICES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BRAINSTATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE BRAINSTATION SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF BRAINSTATION SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON BRAINSTATION SERVICES; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO BRAINSTATION SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, BRAINSTATION AND ITS SUPPLIERS’ AND LICENSORS’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF BRAINSTATION SERVICES OR CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE) WILL NOT EXCEED THE GREATER OF: (A) $100; AND (B) THE AMOUNT OF MONEY ACTUALLY PAID BY YOU FOR THE SERVICES RELATING TO THE CLAIM.
You agree to defend, indemnify, and hold harmless BrainStation and its owners, officers, directors, affiliates, suppliers and licensors from and against any claims, actions, or demands from you or any third party, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of BrainStation Services, (ii) your use of or reliance on any third party or BrainStation Content, or (iii) your breach of these Terms.
- If your Access Location is in the United States, these Terms are governed by, and will be interpreted and construed in accordance with, the laws of the State of New York and the federal laws of the United States applicable therein, without regard to the choice or conflict of laws provisions of any jurisdiction. Any legal action against BrainStation related to the BrainStation Services that is not precluded by the “Mandatory Arbitration” section below, must be filed and shall take place in the courts of the State of New York or the United States District Court located in the Borough of Manhattan in The City of New York, and you irrevocably waive any objection which you may have at any time to the laying of venue therein, including that any such suit, action or proceeding has been brought in an inconvenient forum or that such court does not have jurisdiction.
- If your Access Location is outside of the United States, these Terms are governed by, and will be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Subject to the “Mandatory Arbitration” section below, in connection with any dispute arising in connection with these Terms, you irrevocably attorn and submit to the exclusive jurisdiction of the applicable courts situated in the City of Toronto and waive objection to the venue of any proceeding in such court or that such court constitutes an inappropriate forum.
If your Access Location is in the United States, the following mandatory arbitration provision applies:
Except where prohibited by applicable law, any dispute, claim or controversy (“Claim”), including any Claim based on common or constitutional law, contract, tort, statute, regulation, or other ground arising out of or related to these Terms and/or the use or reliance on the BrainStation Services, including any question regarding the existence, interpretation, validity, breach or termination of these Terms, shall be referred and finally resolved by binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction. The arbitration shall be conducted in New York, New York by a single arbitrator pursuant to the then-current rules of the American Arbitration Association for consumer arbitration. Or, if you and we consent, the arbitration hearing can be by telephone. Unless the arbitrator awards them to a party, each party is responsible for the fees of its attorneys, experts, witnesses, and any other fees or costs, including any amount we have advanced. The arbitrator shall follow governing substantive law and any applicable statute of limitations. The arbitrator will decide any dispute regarding the arbitrability of a Claim. An arbitrator has the authority to order specific performance, compensatory damages, punitive damages, and any other relief allowed by applicable law. An arbitrator’s authority to make awards is limited to awards to you or us alone. Furthermore, Claims brought by you against us, or by us against you, may not be joined or consolidated in arbitration with claims brought by or against someone other than you, unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Any arbitration award in favor of you shall direct that the first sums of damages paid to you be paid to BrainStation as against any then-outstanding financial obligations due BrainStation by you.
Any arbitration award shall be in writing, shall include a written reasoned opinion, and will be final and binding subject only to any right to appeal under the Federal Arbitration Act (“FAA”), 9 U.S.C. Sections 1, et seq. This arbitration provision survives any: (i) termination, payoff, assignment or transfer hereof; (ii) any legal proceeding by you or us to collect a debt owed by the other; and (iii) any bankruptcy proceeding in which you or we are the debtor. With but one exception, if any part of this arbitration provision is deemed or found to be unenforceable for any reason, the remainder of this arbitration provision will remain in full force and effect, the one exception being that, if a finding of a partial unenforceability would allow arbitration to proceed on a class-wide basis, then this arbitration provision will be unenforceable in its entirety. You and we expressly agree that this arbitration provision is governed by the FAA to the exclusion of any different or inconsistent state or local law.
If your Access Location is outside of the United States, the following mandatory arbitration provision applies:
Except where prohibited by applicable law, any dispute, claim or controversy arising out of or related to these Terms and/or the use or reliance on the Services, including any question regarding the existence, interpretation, validity, breach or termination of these Terms shall be referred and finally resolved by arbitration in Toronto, Ontario at ADR Chambers under the ADR Chambers Arbitration Rules and the Arbitration Act, 1991 (Ontario). Any arbitration commenced shall be administered by the ADR Chambers and its standards, administrative procedures and schedule of costs will apply. The arbitration shall be conducted by a single arbitrator sitting in Toronto, Ontario and the arbitration shall be conducted in English.
Quebec Residents. The following provisions are not applicable to residents of Quebec to whom the Quebec Consumer Protection Act applies: BrainStation Disclaimer of Warranties, Limitation of Liability and Indemnification, Mandatory Arbitration. If you are a resident of Quebec to whom the Quebec Consumer Protection Act applies, then, notwithstanding anything to the contrary contained herein, these Terms are governed by, and will be interpreted and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. In connection with any dispute arising in connection with these Terms, you irrevocably attorn and submit to the exclusive jurisdiction of the Quebec courts situated in the City of Montreal and waive objection to the venue of any proceeding in such court or that such court constitutes an inappropriate forum.
General. These Terms and any additional written agreements or terms agreed between BrainStation and you regarding your purchase and use of BrainStation Services constitutes the entire agreement between you and BrainStation concerning your use of BrainStation Services. BrainStation’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. It is the express wish of the parties that these Terms and all related documents be drawn up in English. Les parties souhaitent expressément que ces Conditions et tous les documents y afférents soient rédigés en anglais.