Terms and Conditions

LAST UPDATED 10/22/25

Welcome to the Web site of BrainXchange, a New York LLC (‘BrainXchange,’ ‘we,’ or ‘us’). Your use of this Web site (the ‘Site’) and our social networking and event management service (the ‘Service’ and, together with our Site, our ‘Services’) is subject to these Terms of Use (these ‘Terms’). By using our Services, you agree to be bound by, and use our Services in compliance with, these Terms. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE OUR SERVICES.

We may make changes to these Terms from time to time. When we do, we will revise the ‘last updated’ date given above. It is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published to our Services shall constitute your acceptance of such revised Terms.

License to Use our Services

Subject to these Terms, we grant to you a limited, personal, non-exclusive, non-transferable license to use our Services for your personal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms.

Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties.

Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Service; (ii) rent, lease or sublicense access to our Services; or (iii) circumvent or disable any security or technological features or measures of our Services.

Access to our Services; Modifications to our Services

We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by internet service providers, and charges that may be imposed by third parties in connection with your participation in events).

We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of our Services or any portion of our Services.

We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.

You must be 13 years of age or older to register as a user or to use our Services.

Restrictions

You must comply with all applicable laws when using our Services. Except as may be expressly permitted by applicable law or as may be authorized by BrainXchange in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works; or other content made available on our Services (‘Service Content’) or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to use our Services or store, copy, modify, distribute, or resell any Service Content; (iii) rent, lease, or sublicense your access to our Services to another person; (iv) use our Services or Service Content for any purpose except for your own personal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Services; (vi) use our Services in a manner that threatens the integrity, performance, or availability of our Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or Service Content.

Privacy Policy

We may collect registration and other information about you in the course of providing you with our Services. Our collection and use of this information is governed by our Privacy Policy, available at https://www.brainxchange.com/privacy-policy.

Linking to this Site

We may provide or otherwise support third-party widgets or other applications that display portions of the content from our Services. Other than in connection with any such supported applications, you may not frame any of our Services within any other Web sites, and may not use in-line linking or other means of republishing any portion of our Services on any third-party site or service, without our prior written consent.

Links and Third Party Content

Our Services may contain links to third party products, services, and Web sites. We exercise no control over the third party products, services, and Web sites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and Web sites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third party products, services, and Web sites.

Restricted Areas of our Services

Certain areas of our Services, including account management features, may be password-restricted (‘Password-Protected Areas’). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you.

Submissions

You may have the opportunity to post messages, information, photos, and other content to our Services (‘Submissions’). Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by third parties (collectively, ‘Third Party Content’) are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.

We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. By using our Services, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will we or our shareholders, directors, officers, employees, agents, or representatives be held liable for any loss or damage caused by your reliance on any information available on or through our Services. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.

BY POSTING OR PROVIDING ANY SUBMISSION OR OTHER INFORMATION, YOU REPRESENT AND WARRANT THAT PUBLIC POSTING AND USE OF YOUR SUBMISSION OR OTHER INFORMATION BY US WILL NOT INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY THIRD PARTY.

Use Policies

You are solely responsible for any content and other material that you submit, publish, or display on our Services or transmit to other members and/or other users of our Services.

You will not use our Services to: (i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, ‘junk mail,’ ‘spam,’ ‘chain letters,’ ‘pyramid schemes,’ or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt our Services or servers or networks connected to our Services, or disobey any requirements, procedures, policies or regulations of networks connected to our Services; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) ‘stalk’ or otherwise harass another; or (xi) collect or store personal data about other users.

Copyright Infringement

We respect the intellectual property rights of others and ask you to do the same. Our policy is to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on our Services in a way that constitutes copyright infringement, please contact us at the address below and provide the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed, and identification of the URL or other specific location on our Services where the material that you claim is infringing is located; (iii) your address, telephone number, and email address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (v) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our designated agent for notice of copyright infringement can be reached at:

Attention: Copyright Agent BrainXchange LLC. 169 Madison Avenue #2349 New York, NY 10016

Trademarks

‘BrainXchange,’ the BrainXchange logo, and any other product or service name or slogan displayed on our Services are trademarks of BrainXchange and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of BrainXchange or the applicable trademark holder. You may not use any metatags or any other ‘hidden text’ utilizing ‘BrainXchange’ or any other name, trademark or product or service name of BrainXchange without our prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of BrainXchange and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.

Feedback

We may provide you with one or more mechanisms to, if you choose, provide feedback, suggestions, and ideas about our Services (‘Feedback’). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner and for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

Disclaimer of Warranties

YOUR USE OF OUR SERVICES AND SERVICE CONTENT IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF OUR SERVICES AND SERVICE CONTENT, AND YOU RELY ON OUR SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES OR SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF OUR SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnity

You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of our Services or Service Content, your violation of these Terms, or your violation of any rights of a third party through use of our Services or Service Content.

Legal Notices

Enforcement of these Terms will be governed by the laws of the State of New York, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of our Services will lie in the State and Federal courts located in New York City, within the State of New York, and you irrevocably agree to submit to the jurisdiction of such courts. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

Contacting Us

If you have any questions, comments, or concerns about these Terms, please contact us using the following contact information:

BrainXchange LLC

169 Madison Ave #2349

New York, NY 10016

[email protected]