© Copyright 2022 Brahms, Inc. — All rights reserved.
© Copyright 2022 Brahms, Inc. — All rights reserved.
Brahms LLC
Overall Terms of Service
Last Revised: August 8, 2022
These Brahms Overall Terms of Service (the “Terms”) are entered into between you and Brahms LLC (“Brahms,” “we,” “us,” and “our”). These Terms govern your access to and use of the websites directly owned by Brahms (the “Websites”) and our services, including access to, and operations of, a number of stores, products, applications, and other software (the “Services”, together with the Websites, the “Platform”). These Terms apply to you as a merchant, vendor, shopper, user, or visitor of our Platform (“you,” or “user”).
By accessing, browsing, submitting information to and/or using the Platform, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to these Terms, please do not use the Platform.
The following policies, guidelines, and agreements are hereby incorporated into, and form an integral part of, these Terms to which you are agreeing to be bound:
a. Brahms Overall Privacy Policy;
c. Merchant Store Terms of Service;
f. Brahms Pay Terms of Service; and
g. Brahms Vendor Payment Terms of Service.
The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our products and services. We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk. Brahms disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to our Platform, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by Brahms through the Platform shall be handled in accordance with the Brahms Overall Privacy Policy, and, where applicable to you, the Brahms Visitor Privacy Policy, Brahms Shopper Privacy Policy, Brahms Merchant Privacy Policy, and Brahms Vendor Privacy Policy, each of which is hereby incorporated by reference.
Brahms grants you a limited, non-exclusive right to access and use the Platform and the data, material, content or information herein (collectively, the “Content”), regardless of whether such Content is registered or unregistered with applicable intellectual property offices. You are not granted any ownership to the Platform or its software, or any other intellectual property. You agree to use the Platform only for lawful purposes, comply with all rules governing any transactions on and through the Platform, and comply with applicable laws.
If you are given or create a password to access the Platform, you are responsible for maintaining the confidentiality and security of your account, including all of your passwords. When creating an account, you agree to provide us with accurate and complete information and detail, as required, and to keep it up to date. You are responsible for all activities that occur under your account and you agree to notify Brahms immediately of any unauthorized use of your account. Brahms is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password. If your password is compromised, you must immediately change your password and notify Brahms of any suspected unauthorized access.
For more information on what activities are prohibited on our Platform, please visit our Acceptable Use Policy.
You may have the opportunity to receive SMS or "text" messages, pre-recorded voice messages or auto-dialed phone calls from Brahms, its affiliates and related entities as well as third parties. Such messaging may be used to authenticate your identity or mobile device, as well as provide you informational updates about services or products you may have requested. In providing your mobile device number or cell phone number to Brahms, you knowingly consent to such communications from Brahms or for Brahms to use your cell phone number or mobile device number in accordance with Brahms’s Privacy Policy. In providing your number and accepting these Terms, you represent that you have the authority to agree to receive text messages at the telephone number that you provide to Brahms, or from which you sent the text message request to us. You further acknowledge that no purchase is required to opt into this service, and you may opt out at any time by following instructions from Brahms and as described in the Privacy Policy.
Not all mobile devices or handsets may be supported by this service. Brahms and any mobile carriers are not liable for delayed or undelivered messages. Message and data rates may apply to any text messages. Message frequency depends on the nature of your request. You hereby agree to be responsible for all costs, charges and fees you incur from your service or device provider as a result of choosing to receive such messages from Brahms.
The Platform is available for individuals aged 16 and over only. We do not target the Platform to minors, and would not expect them to be engaging with our Platform or services. We encourage parents and guardians to provide adequate protection measures to prevent minors from providing information unwillingly on the internet. If we are aware of any Personal Information that we have collected about minors, we will take steps to securely remove it from our systems.
The Platform may contain links to websites controlled or operated by persons and companies other than Brahms (“Linked Sites”). Linked Sites are not under the control of Brahms, and Brahms is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. Brahms is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. Brahms is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Brahms of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support Brahms or are identified in the Platform, including any delivery of and payment for goods and services.
This Platform may provide certain social media features that enable you to:
You may use features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may, in our sole discretion, request that you remove any link to the Platform, and upon receipt of such request, you shall immediately remove such link. We may also disable all or any social media features and any link at any time without notice in our sole discretion.
You acknowledge that your access and use of any third-party applications or software on our Platform and Content (the “Third-party Applications”) is at your discretion and risk, and Brahms has no liability to you arising from your use of the Third-party Applications. Brahms hereby disclaims any representation, warranty, or guaranty regarding the Third-party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-party Applications, and you agree to indemnify and hold Brahms harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with the use or performance of the Third-party Applications.
The Platform and Content are protected under copyright law, patent law, trademark law, or are subject to other proprietary rights or intellectual property laws. Accordingly, you are not permitted to use the Platform or Content in any manner, except as expressly permitted by Brahms in these Terms. All right, title, and interest in and to the Content available via the Platform is the property of Brahms, our licensors, or other third parties. The Platform and Content shall not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of Brahms or the applicable owner.
Copyright. You should assume that everything you see or read on Brahms’s Platform is protected by copyright, including the selection, compilation, assembly, arrangement, and enhancement of the Content as displayed on the Platform, unless otherwise noted, and such copyright may not be used without the express written permission of Brahms or the applicable owner. Brahms neither warrants nor represents that your use of materials displayed on Brahms’s Platform will not infringe the rights of third parties. Content, images, photographs, illustrations, and other copyright material displayed on Brahms’s Platform is either property of, or used with permission by, Brahms. The use of these materials by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on Brahms’s Platform. Any unauthorized or violated use of any content, images, photographs, motion pictures, or illustrations may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes, or other applicable laws, that may be prosecuted to the fullest extent.
Trademark. BRAHMS is a trademark that is used with permission by Brahms. All other trademarks, service marks, logos, phrases, and other brand identifiers are registered and unregistered trademarks owned by Brahms (collectively, the “Brahms Trademarks”) that are protected by federal law and/or for which Brahms has common law rights in the same extending to the full scope of goods and services provided by Brahms. Nothing contained on Brahms’s Platform should be construed as granting or conveying, by implication, or otherwise, any license or right to use any trademark displayed on Brahms’s Platform or within the Content without the written permission of Brahms or the rightful owner. You agree not to use or adopt any marks that may be considered confusing with the Brahms Trademarks, whether registered or unregistered. You agree that any variations or misspellings of the Brahms Trademarks would be considered confusing with the Brahms Trademarks. Your use or misuse of trademarks displayed on Brahms’ Platform, or anything confusingly similar thereto, or any other Content on Brahms’s Platform, except as provided herein, is strictly prohibited. All other trademarks displayed on the Platform or through third party links to other website are the property of the respective owners.
You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Brahms Trademarks or that use or include any terms that may be confusing with the Brahms Trademark.
Your Materials. Any Materials you create or own or to which you have a license to use on the Platform is “Your Materials” (or “Materials”). In sharing Your Materials on the Platform, you warrant and represent you have the legal right to use Your Materials and grant Brahms a non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, fully paid up, worldwide, unlimited right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by, in any formats and through any mediums, you on any Platform services as described in these Terms and in any posted policies on the Platform. We may use our rights under this license to operate, provide, and promote the Platform and to perform our obligations and exercise our rights under the Terms. You represent and warrant that use of any such Materials (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any intellectual property rights of any third party. To the extent permitted by applicable law, Brahms takes no responsibility and assumes no liability for any content provided by you or any third party. You irrevocably waive any and all moral rights you may have in the Materials in favor of Brahms and agree that this waiver may be invoked by anyone who obtains rights in the Materials through Brahms, including anyone to whom Brahms may transfer or grant (including by way of license or sublicense) any rights in the Materials.
If you owned the Materials before providing them to Brahms then, despite uploading them to the Brahms Platform they remain yours, subject to any rights or licenses granted in the Terms or elsewhere. You can remove your Materials at any time by deleting your account. Removing your Brahms account does not terminate any rights or licenses granted to the Materials that Brahms requires to exercise any rights or perform any obligations that arose during your use of the Platform.
You agree that Brahms can, at any time, review and delete any or all of the Materials submitted to the Platform, although Brahms is not obligated to do so.
You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of our Incorporated Terms and Other Agreements as provided in Section 1.
Your Materials Features. The Platform services may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require our systems to access, store, and scan Your Materials. You may also be able to share Your Materials with others, so please think carefully about what you share.
You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, including Your Materials, copyrighted materials, and trademarks that you see, hear, and use on the Platform. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, Brahms or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.
Questions regarding the use of any intellectual property provided on the Platform should be directed to support@brahms.ai. Additionally, for more information on prohibited materials and content on the Platform, please visit our Acceptable Use Policy.
Different jurisdictions have varying and sometimes conflicting laws that could be applicable to Brahms’ Terms and Platform, and we do not warrant or represent that these Terms or the Platform complies with the laws of every jurisdiction. Access to the Platform may not be legal by certain persons or in certain countries.
If you have a subscription with Brahms, you agree to pay any and all amounts, fees, costs, and expenses associated with your use of the Platform. Brahms does not provide any refunds for any subscriptions or other fees that you have paid to Brahms.
EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THESE TERMS, ALL INFORMATION, CONTENT, OR SERVICES PROVIDED BY BRAHMS TO YOU VIA THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. BRAHMS AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, BRAHMS AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE PLATFORM OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PLATFORM. YOU SPECIFICALLY ACKNOWLEDGE THAT BRAHMS AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE PLATFORM AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER BRAHMS NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE PLATFORM WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. BRAHMS FURTHER MAKES NO WARRANTY THAT THE PLATFORM WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK AND THAT BRAHMS, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE PLATFORM OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST BRAHMS FOR DISSATISFACTION WITH THE PLATFORM OR THE CONTENT IS TO CEASE YOUR USE OF THE PLATFORM AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
WE MAY NOT BE INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND MERCHANTS/STORES OR OTHER THIRD-PARTY DEALINGS INVOLVING OR RELATED TO THE USE OF THE PLATFORM. WE CANNOT BE LIABLE FOR ANY DAMAGES, COSTS, EXPENSES, OR OTHER LIABILITIES WHICH MAY ARISE FROM THE TRANSACTIONS BETWEEN NON-BRAHMS PARTIES. YOU AGREE TO RELEASE BRAHMS FROM ANY LIABILITIES WHICH MAY ARISE FROM YOUR TRANSACTIONS OR DISPUTES WITH THIRD-PARTIES. THE REFERENCE TO, OR AVAILABILITY OF, THIRD-PARTY PRODUCTS IN CONNECTION WITH THE PLATFORM DOES NOT CONSTITUTE, AND WILL NOT BE CONSTRUED AS CONSTITUTING, AN ENDORSEMENT, AUTHORIZATION, SPONSORSHIP, OR AFFILIATION BY OR WITH BRAHMS WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS.
UNDER NO CIRCUMSTANCES SHALL BRAHMS OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE PLATFORM, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE PLATFORM OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE PLATFORM, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF BRAHMS OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE PLATFORM SUBJECT TO THESE TERMS, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”
IF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, IN WHOLE OR IN PART, THEN THE AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO BRAHMS THROUGH THE PLATFORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any certain warranty or limit our liability, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
You agree to defend, indemnify and hold harmless Brahms and its affiliates, directors, officers, employees, and/or agents (collectively, “Brahms Indemnitees”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) that may be incurred by any of Brahms Indemnitees arising out of or relating to Your Content, your violation of these Terms and any documents incorporated herein, your violation of any applicable laws, rules or regulations in connection with the Platform, or from any other misuse of the Platform. You agree that in the event any claim, allegation, suit or similar proceeding is commenced by a third party against any of Brahms Indemnitees, that you will pay for the defense thereof, including reasonable attorneys’ fees and costs. Notwithstanding any of the foregoing, Brahms reserves the right to assume the exclusive defense and control of any proceeding that relates to Brahms, the Platform, or any aspects thereof, whether or not subject to indemnification hereunder, and in such case you will cooperate fully with Brahms in our defense thereof.
In its sole discretion, Brahms may terminate, suspend or permanently ban your access to the Platform and its services for breach of these Terms or any other reason whatsoever, including, but not limited to, falsifying your age, any suspected fraudulent activity or any harassment, discrimination, racism, obscene content or other offensive activity. We may delete accounts that are deemed inactive, or for any other reason, with or without notice to you. “Inactive” may be determined by Brahms based on average usage of the Platform. If you would like us to deactivate your account, please email us at: support@brahms.ai.
Brahms will honor your requests for removal of any intellectual property belonging to you following your cessation of the Platform and termination of your account or store. Brahms shall not be liable for any losses or damages arising from any such termination of service.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
If a dispute arises, our goal is to provide you a neutral and cost-effective means to resolve it quickly. Most disputes can be resolved informally. Before filing a claim against us, you agree to try to resolve the dispute by contacting us via email at support@brahms.ai. Before we file a claim against you, we agree to contact you at the email address associated with your account, or by the means otherwise provided by you. If the dispute is not resolved within 30 days of notice, either you or we may bring a formal proceeding pursuant to the following procedures:
A. GENERAL. YOU AGREE THAT YOU AND BRAHMS WILL RESOLVE THROUGH BINDING ARBITRATION ANY DISPUTE, CLAIM OR CONTROVERSY BETWEEN US ARISING OUT OF OR RELATING IN ANY WAY TO BRAHMS OR YOUR USE OF OUR PLATFORM, INCLUDING THESE TERMS (collectively, “ARBITRAL CLAIMS”), with a few exceptions set forth below. The arbitrator, and not any court, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these agreement to Arbitrate, including any claim that all or any part of this agreement to Arbitrate is void or voidable, or whether a claim is subject to arbitration.
ARBITRATION IS DIFFERENT FROM COURT. THE RULES, INCLUDING DISCOVERY, ARE DIFFERENT AND NO JUDGE OR JURY IS PRESENT AT AN ARBITRATION. IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION, AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED. THE AWARD IS FINAL AND BINDING AND SUBJECT ONLY TO LIMITED REVIEW BY A COURT. YOU UNDERSTAND THAT ABSENT THIS MANDATORY PROVISION, YOU MAY HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
B. ARBITRATION SERVICES AND RULES. The American Arbitration Association (“AAA”) will administer the arbitration using the AAA procedures and rules in effect on the date the Arbitration is filed (“AAA Rules”). In the event the AAA Rules are inconsistent with this agreement to Arbitrate, this agreement to Arbitrate will prevail. AAA is independent from us, and you may obtain copies of the current AAA Rules, and other related materials, including forms and instructions for initiating arbitration, by contacting AAA at 1111 Brickell Ave Suite 1950, Miami, FL 33131 or http://adr.org.
C. LOCATION OF ARBITRATION. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. Any in-person hearing will be held in Miami, Florida, or any other location you and we mutually agree to.
D. EXCEPTIONS TO ARBITRAL CLAIMS. Either you or we may bring claims to enforce intellectual property rights, or in response to any allegations or charges of criminal activity, without first engaging in arbitration or the informal dispute resolution described in this section.
E. CLASS ACTION WAIVER. YOU AND BRAHMS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE WITH US THAT NEITHER YOU NOR WE WILL JOIN ANY ARBITRAL CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION OR OTHER PROCEEDING; THAT NO ARBITRAL CLAIM WILL BE RESOLVED ON A CLASS-WIDE BASIS; THAT NEITHER YOU NOR WE WILL ASSERT AN ARBITRAL CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE; AND BOTH PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable or that arbitration can proceed on a class basis, then this agreement to Arbitrate shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
F. NO RIGHT TO JURY TRIAL. YOU AND BRAHMS ALSO HEREBY WAIVE THE RIGHT TO A JURY TRIAL EVEN IF THIS AGREEMENT TO ARBITRATE IS HELD NOT TO APPLY. YOU EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL IN THE EVENT THAT EITHER PARTY SELECTS ARBITRATION TO RESOLVE THE DISPUTE UNDER THIS AGREEMENT.
G. 30 DAY OPT OUT RIGHT. You have the right to opt-out and not be bound by the arbitration and the class action waiver provisions set forth herein by sending written notice of your decision to opt-out by email to support@brahms.ai. For new users, the notice must be sent within 30 days of registering with Brahms, and for existing users, the notice must be sent within 30 days of the effective date of this policy. If you do not opt-out, you shall be bound to the terms in this section. If you choose to opt-out, we will also not be bound.
Any cause of action or claim you may have arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
Except to the extent preempted by the Federal Arbitration Act, these Terms are governed by the laws of the State of Delaware. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Delaware in all disputes arising out of or relating to the use of the Platform.
Brahms may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by Brahms. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Platform after any such change is communicated shall constitute your consent to such change(s).
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Brahms as a result of these Terms or use of the Platform. You may not assign these Terms without the prior written consent of Brahms in all instances. Brahms may assign these Terms, in whole or in part, at any time. Brahms’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Brahms’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Platform or information provided to or gathered by Brahms with respect to such use.
If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.
These Terms, including the Brahms Overall Privacy Policy, all incorporated documents listed in Sections 1 and 2 of these Terms, and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and Brahms with respect to the Platform, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Brahms. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Questions can be directed to Brahms at:
Brahms LLC
151 Calle de San Francisco, Suite 200
San Juan, PR 00901
support@brahms.ai
© Copyright 2022 Brahms, Inc. — All rights reserved.
© Copyright 2022 Brahms, Inc. — All rights reserved.