BrainFlips, Inc. ("BrainFlips") will allow you to become a member in accordance with the terms and conditions of this Use Agreement (this "Agreement"). Upon becoming a member you will be able to access and use BrainFlips’ flashcard service (the "Service"). By accessing or using our web site at www.BrainFlips.com (the "Site"), you signify that you have read, understand and agree to be bound by all terms of and linked to this Agreement.

This Agreement is effective upon acceptance. BrainFlips may amend this Agreement at any time by posting the amended terms on the Site. If this occurs we will post a changed effective date here. Except as otherwise stated, all amended terms shall be effective thirty (30) days after posting. It is your responsibility to check for any changes and to discontinue use of the Service if this Agreement, as amended, is not acceptable to you. Accessing or using the Service after the effective date of an amendment signifies your consent to and acceptance of the amendment.

You must register in order to become a member. In completing the membership registration form, you agree to provide only true, accurate, and complete information. You further agree to promptly update this information if any of it should change over time. If you provide any information that is untrue, inaccurate, or incomplete, or if BrainFlips has reasonable grounds to suspect that the information is untrue, inaccurate, or incomplete, BrainFlips has the right to suspend or terminate your membership, which will result in termination of your right and ability to and use the Service.

Upon completion of the registration process you will receive a password and login name. You are responsible for maintaining the confidentiality of your password and login name, and are responsible for all activities that occur using your password and login name. You will immediately notify BrainFlips of any unauthorized use of your license or any other breach of security.

You may access and use the Service solely for the purpose of creating, updating, maintaining and accessing flashcard decks. More specifically you may create (1) a private flashcard deck, which will be accessible only to you; or (2) a public flashcard deck, which you maintain but which may be accessed and used by any member; or (3) a shared flashcard deck, which is created and used together with specific other members; or (4) a wiki flashcard group, which can be accessed, used and maintained by all members. You may also create a user group and share access to that user group with other members.

You are responsible for obtaining access to the Service, which access may involve third party fees (such as Internet service provider charges). In addition, you must provide and are responsible for all equipment necessary to access the Service.

You agree that you will not:

1. Upload, transmit, post or otherwise make available on the Site: (a) any copyrighted material without prior written permission from the copyright holder; or (b) any confidential, proprietary or trade secret information without prior written permission of the owner of such information; or (c) any private information of a third party, including without limitation addresses or phone numbers; or (d) any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; or (e) any User Content that is harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; or (f) any User Content which restricts or inhibits any other person from using or enjoying the Site, or which may expose BrainFlips or its members to any harm or liability of any type.
2. Impersonate on the Service any person, including a BrainFlips employee or agent.
3. Violate any local, state, or national law through, on or as part of your use of the Service.
4. Collect or store data about other members, including without limitation email addresses or other contact information, except as may be required solely for the purpose of contacting such member with respect to matters related to the Service.
5. Use any device, software or routine to interfere or attempt to interfere with the proper working of the Service.
6. Knowingly or intentionally allow transmission into the Service of any harmful code which shall include but not be limited to any virus, worm, Trojan horse, spoof, time bomb, trap door or other code that may halt, modify or otherwise interfere with the operation or use of the Service, or which may be further transmitted to other members.
7. Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service.
8. Use any robot, spider, other automatic device, or manual process to monitor or copy any content, including but not limited to User Content, on the Service.
9. Reproduce, license or sell, rent, lease, or otherwise exploit for any commercial purposes, any access to or use of the Service (or any portion of it), or any content, including but not limited to User Content of other members.
10. Use the Service in any manner other than as expressly authorized in this Agreement.

BrainFlips reserves the right at any time to modify the Service at any time, including but not limited to providing new or different versions, updates, patches and bug fixes. BrainFlips may discontinue, temporarily or permanently, the Service or any part of it, with or without notice.

You also understand and agree that the Service may include advertisements.

BrainFlips may establish limits concerning use of the Service, including but not limited to (1) the frequency with which you may post and/or access the Service; (2) the number, length and size of User Content postings; (3) the length of time User Content remains available.

"User Content" is defined as anything you post onto the site, whether in text, image or any other format. User Content would include but is not limited to information to be placed on flashcards, ratings, reviews, comments and feedback. Each member is solely responsible for the User Content he or she creates, including any flashcards. BrainFlips does not control, validate, pre-screen, approve or monitor the User Content. As a result, it is possible you will be exposed to User Content from other members that is indecent, slanderous, inaccurate, misleading, crude, rude, racist, sexist, demeaning or generally offensive.

BrainFlips reserves the right to remove, refuse, delete, discredit, reformat, edit, move or in any way manipulate the User Content.

You remain the owner of the User Content, but by posting it you grant to BrainFlips a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, trademark, publicity, and database rights you have in the User Content, in any media known now or in the future, including without limitation the right to create derivative works of the User Content and to incorporate the User Content into other works. You agree that BrainFlips may, in its sole discretion, archive User Content or disclose it to any third party.

Without limiting the foregoing, you agree that flashcards on the same subject often have very similar if not identical information. Therefore, to the extent Content on a flashcard you create is copyrightable, you agree not seek to enforce such copyright against any user of the Service who may make an identical or derivative flashcard using the Service, and all such users are third-party beneficiaries to this paragraph of the Agreement.

You agree not to duplicate, display, and distribute Content from the Service, and agree to abide by any and all copyright notices displayed on the Service.

You agree that the Service (including without limitation all software, screens, the database structure, all interfaces and applications therein and the look and feel of its presentation) are copyrighted under the laws of the United States, other countries and international treaty provisions, as well as containing trade secrets. You may not copy, modify or translate any part of the Service on the same or on any other medium.

The rights granted to you herein do not constitute a transfer or sale of any of BrainFlips' ownership rights. BrainFlips retains all right, title, and interest in and to all proprietary rights in or relating to the Service including, without limitation all patent, copyright, trade secret or other similar rights in the BrainFlips content, software, screens, the database structure, all interfaces and applications therein and the look and feel of its presentation. You will use your best efforts to prevent and protect the BrainFlips content from unauthorized use or distribution.

At this time, individuals may become members without paying a fee. Businesses are required to pay a User Fee; please see http://www.brainflips.com/help.html for more information on business user fees. BrainFlips reserves the right to change its fees or billing methods at any time.

Certain registration information and other information about you may be collected by BrainFlips and through the Service. BrainFlips' use of this information is governed by the BrainFlips Privacy Policy, available at: http://www.brainflips.com/privacypolicy.html.

In addition, BrainFlips may disclose any information, including without limitation e-mail addresses, IP addresses, service provider information, time stamps, if required to do so by law or in the belief that such disclosure or archiving is necessary to comply with legal process, respond to claims that any User Content violates the rights of third-parties, protect the property, safety and rights of BrainFlips members or the general public, or to enforce the terms of this Agreement.

You have the right to terminate or cancel your membership at any time. You understand and agree that the cancellation of your membership or a particular component of the Service is your sole right and remedy with respect to any dispute you have with BrainFlips. This includes, but is not limited to, any dispute related to or arising out of:

1. Any term of this Agreement or BrainFlips' enforcement or application of this Agreement.
2. Any policy or practice of BrainFlips, including the Privacy Policy, or BrainFlips' enforcement or application of these policies.
3. The content available through the Service.
4. Your ability to access and use the Service.

BrainFlips may terminate your membership at any time. Further, BrainFlips may, in its sole discretion, terminate your membership and remove and discard any of your flashcards without notice if BrainFlips believes that you have violated or acted inconsistently with this Agreement. BrainFlips will not be liable to you or any third party for termination of your membership to the Service. Further, you agree that you will not attempt to use the Service after such termination.

You represent and warrant to BrainFlips:

1. You have full power, authority, and legal capacity to enter into this Agreement and follow its obligations, and if you are registering on behalf of a company or other entity, you have the authority to bind your principal or employer company.
2. You have provided and will provide complete and accurate information to BrainFlips with respect to your membership.
3. You have the legal right to upload and post all User Content you provide.
4. You have the legal right to grant, to BrainFlips the license granted by you herein.

You will indemnify and hold BrainFlips, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, losses, liabilities, obligations, claims, suits or damages, including reasonable attorneys fees and expenses incurred in investigating, defending or appealing, directly or indirectly arising out of or related to: (1) any claim or demand, made by any third party due to or arising out of your use of the Service; (2) your breach of this Agreement; (3) your violation of any rights of a third party; (4) flashcards made available through the Service or the Site; or (5) any dispute between you and any other member of the Service to which BrainFlips is made a party, whether formally or informally, including any costs related in any way to discovery requests or testimony of BrainFlips personnel.

The Service may provide links to third party web sites. BrainFlips has no control over these sites and is not responsible for their availability, does not endorse them, and is not responsible or liable for any content, goods, or services available from these sites. Such third party sites may have different privacy policies and such policies will apply to your use of those sites. BrainFlips will not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any content, goods, or services available through these sites.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BRAINFLIPS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT RELATED TO THE SERVICE. ANY INFORMATION, CONTENT OR OTHER DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSS THAT RESULTS FROM YOUR USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BRAINFLIPS OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

YOU AGREE THAT YOU ASSUME ALL RISK ASSOCIATED WITH ANY ACTIONS YOU TAKE IN RESPONSE TO, OR UNDER THE ADVICE OF, THE USER CONTENT MADE AVAILABLE THROUGH THIS SERVICE. YOU AGREE THAT BRAINFLIPS 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 BRAINFLIPS HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL BRAINFLIPS' TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE (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 GREATER THAN $100. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Without limiting the foregoing, you understand that BrainFlips further does not guarantee any flashcard is valid or correct and is not responsible for any loss or damages of any kind that may result from your use of incorrect flashcards made available through the Service or the Site. BrainFlips has no responsibility or liability for (1) content that is deleted or otherwise destroyed; (2) failure to store content; (3) any modification, suspension, or discontinuance of the Service.

Any legal controversy or legal claim arising out of or relating to this Agreement or the Service, excluding legal action taken by BrainFlips to collect fees or recover damages for, or obtain an injunction relating to, BrainFlips' intellectual property or the Service, will be settled by binding and final arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Durham County, North Carolina, and judgment on the arbitration award may be entered into any court having jurisdiction. Either you or BrainFlips may seek any interim or preliminary relief from a court of competent jurisdiction in Durham County, North Carolina (only) necessary to protect the rights or property of you or BrainFlips pending the completion of arbitration, and you consent to the jurisdiction of such courts. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $10,000.00.

BrainFlips may provide notices to you pursuant to this Agreement through email, regular mail, or by displaying conspicuous notices or links to notices to you on the Service. This Agreement constitutes the entire agreement between you and BrainFlips and governs your use of the Service, superseding any prior agreements between you and BrainFlips. You also may be subject to additional terms and conditions that may apply when you use other BrainFlips products or services. This Agreement and the relationship between you and BrainFlips will be governed by the laws of the State of North Carolina, without regard to its conflict of law provisions. The failure of BrainFlips to exercise or enforce any right or provision of this Agreement will not constitute a waiver of the right or provision. If any provision of this Agreement is found to be invalid, the other provisions of this Agreement will remain in full force and effect. You agree that any claim or cause of action you wish to bring against BrainFlips arising out of or related to use of the Service or this Agreement must be filed within one (1) year after the claim or cause of action arose or be forever barred.