Terms of Service

END-USER SUBSCRIPTION AND LICENSE AGREEMENT

This End-User Subscription and License Agreement (this “Agreement”) is a legally binding contract between Bruce Graham Ventures, Inc. (“BGVI”) and an individual end user of BGVI’s System, as defined below (“You,” “Your”). BGVI provides the website at brucegraham.com (the “System”). You agree that when you access or use the System, You will do so subject to this Agreement. DO NOT ACCESS OR USE THE SYSTEM IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THIS AGREEMENT.

This Agreement is effective as of the date you check the box next you “I agree to the Terms of Service and Privacy Policy” or similar wording, or click or tap the continue button on the consent banner, or continue to use the System after the consent banner has appeared even if you do not click or tap the continue button on the consent banner, whichever comes first (the “Effective Date”).

  1. USE OF THE SYSTEM IN GENERAL.
    1. Eligibility. You represent and warrant that You are 18 years old or older, and You recognize and agree that You must be 18 years old or older to use the System.
    2. System Subscription. During the Term (as defined in Section 1 below), You may access and use the System.
    3. System Revisions. BGVI may revise the features and functions of the System at any time.
    4. Subscription Fees. You agree to pay BGVI the fee(s) set forth in Your order on the dates required therein. Subscription fees for the eStudent Center at brucegraham.com renew automatically on a yearly recurring basis. BGVI will not be required to provide reminder notices prior to automatic renewal orders being processed, but may do so at its discretion. BGVI will not be required to refund fees under any circumstances.
    5. Failed Payments. In instances in which your payment fails, you authorize BGVI to retry processing the payment multiple times with no limit as to the number of retries. BGVI will not be required to provide notice to you of retries, but may do so at its discretion.
  2. THE WEBSITE.
    1. License. BGVI hereby grants You a nonexclusive license to reproduce and use one copy of the Website (as defined below) on Your computer, television, mobile phone or other similar personal electronic device, solely as a component of the System, provided You comply with the restrictions set forth below in Section 2 (Restrictions on Software Rights). The license in the preceding sentence does not include use by any third party, and You shall not permit any such use. (The “Website” means BGVI’s website at brucegraham.com. The Website is a component of the System and is included in references thereto, except in this Article 2 and in any other provision that separately addresses the Website.)
    2. Restrictions on Software Rights. Copies of the Website created or transferred pursuant to this Agreement are licensed, not sold, and You receive no title to or ownership of any copy or of the Website itself. Furthermore, You receive no rights to the Website other than those specifically granted in Section 1 above. Without limiting the generality of the foregoing, You shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Website; (b) use the Website in any way forbidden by Section 4.1 below; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Website’s source code.
  3. YOUR CONTENT AND PRIVACY.
    1. Permission from You. You grant BGVI permission to access, process and otherwise use Your Content (as defined below) in order to provide BGVI’s products and/or services to You, to track and analyze Your use of the System, and make Your Content available to other users of the System and other third parties. To the extent that You have intellectual property rights in Your Content, You grant BGVI a world-wide, perpetual, non-exclusive, royalty-free, sublicensable, transferable license to use and prepare derivative works from Your Content for the purposes outlined in this Agreement. You agree that Your Content is not any person’s or entity’s confidential information, including Yours. As between the parties, You retain ownership of your Content. (“Content” means text, images, photos, audio or video files, and other forms of data or communication. “Your Content” means Content submitted or transmitted by You.)
    2. Rights in Your Content. You represent and warrant that You own Your Content or have received a valid license to Your Content and that submitting or transmitting Your Content to or through the System will not violate the rights of any third party, including intellectual property, privacy, or publicity rights. BGVI is under no obligation to review or screen Your Content or other System users’ Content.
    3. Privacy Policy. BGVI may manage any of Your Content containing personally identifiable information as set forth in BGVI’s privacy policy, currently posted atcom/privacy-policy (the “Privacy Policy”). The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System by BGVI or other System users.
    4. Risk of Exposure. YOU UNDERSTAND AND AGREE THAT SHARING CONTENT ONLINE INVOLVES RISKS OF UNAUTHORIZED DISCLOSURE OR EXPOSURE AND THAT, IN SUBMITTING YOUR CONTENT TO OR TRANSMITTING IT THROUGH THE SYSTEM, YOU ASSUME THESE RISKS. BGVI offers no representation, warranty, or guarantee that Your Content will not be exposed or disclosed through the System or through errors or the actions of third parties.
    5. Accuracy. BGVI has no responsibility or liability for the accuracy of any Content submitted to or transmitted through the System by You or another user, including without limitation Your Content.
    6. Right to Retain, Delete or Suspend Access. You agree that You shall not rely on the System for backup or storage of Your Content. BGVI may retain Your Content even if You are no longer using the System but is not required to provide copies of Your Content to You. BGVI may permanently delete or erase Your Content or suspend Your access to Your Content through the System at any time and for any reason.
    7. Aggregate & Anonymized Data. BGVI may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Your Content with personally identifiable information removed.)
  4. YOUR RESPONSIBILITIES & RESTRICTIONS.
    1. Acceptable Use. You shall not: (a) provide System passwords or other sign in information to any third party; (b) share non-public System features or Content with any third party; (c) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System; or (d) engage in web scraping or data scraping on or related to the System, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. If BGVI suspects that You have violated the requirements of this Subsection 1, BGVI may suspend Your access to the System without advanced notice, in addition to other remedies BGVI may have. BGVI is not obligated to take any action against You or any other System user or other third party for violating this Agreement, but BGVI is free to take any such action it sees fit.
    2. Unauthorized Access. You agree to take reasonable steps to prevent unauthorized access to the System, including by protecting Your passwords and other sign in information. You shall notify BGVI immediately if You know of or suspect unauthorized use of the System or breach of its security.
    3. Compliance with Laws. In using the System, You shall comply with all applicable laws, including laws governing the protection of personally identifiable information and other laws applicable to the protection of Your Content.
    4. System Access. You are responsible and liable for: (a) Your use of the System, including unauthorized conduct and conduct that would violate the requirements of this Agreement; and (b) any use of the System through Your account or passwords, whether authorized or not.
    5. Communications from BGVI. You consent to receive email and/or text messages from BGVI in connection with Your use of the System. Standard text messaging charges required by Your mobile carrier will apply to text messages we send You.
  5. IP & FEEDBACK.
    1. IP Rights in the System. BGVI retains all right, title, and interest in and to the System, including without limitation the Website and all other all software used to provide the System and all graphics, user interfaces, logos, trademarks reproduced through the System, as well as all Content other than Your Content. This Agreement does not grant You any intellectual property license or rights in or to the System or any of its components, except to the limited extent that this Agreement specifically sets forth Your license rights to the Website. You recognize that the System and its components are protected by copyright and other laws.
    2. Feedback. BGVI has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that You provide to BGVI, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict BGVI’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting You. You hereby grant BGVI a perpetual, irrevocable right and license to exploit Feedback in any and every way. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of BGVI’s products or services.)
  6. DISCLAIMERS.
    1. Warranty Disclaimers. YOU AGREE THAT YOU ACCEPT THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) BGVI HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) BGVI DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (c) BGVI DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR CONTENT WILL REMAIN PRIVATE OR SECURE; AND (d) BGVI DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER USERS OF THE SYSTEM OR OTHER THIRD PARTIES.
    2. Interactions with Other Users. You agree that You are solely responsible for Your transactions or other interactions, either through the System or through other means of communication, with other users of the System. You acknowledge that that BGVI has no liability for any such interactions. BGVI may monitor or become involved in disputes between You and other users of the System but has no obligation to do so.
    3. Third Party Sites and Content. You understand that the System may contain or send You links to third party websites, applications or features not owned or controlled by BGVI (“Third Party Sites”), and that links to Third Party Sites may also appear in Content available to You through the System. The System may also enable interactions between the System and a Third Party Site through applications that connect the System, or Your profile on the System, with a Third Party Site. Through Third Party Sites You may be able to access Content from third parties that BGVI does not control and/or share Your Content with others. YOU ACCESS THIRD PARTY SITES ENTIRELY AT YOUR OWN RISK, AND BGVI WILL HAVE NO LIABILITY FOR YOUR USE OF OR ACCESS TO THIRD PARTY SITES AND/OR THIRD PARTY CONTENT.)
  7. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless BGVI and the BGVI Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging: (a) infringement or violation of third party intellectual property, privacy or publicity rights by Content submitted to or transmitted through the System from Your account, including without limitation by Your Content; and (b) claims that use of the System through Your account harasses, defames, or defrauds a third party, infringes or misappropriates copyright, trade secret, or other intellectual property rights, or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Your obligations set forth in this Article 7 include retention and payment of attorneys and payment of court costs, as well as settlement at Your expense and payment of judgments. BGVI will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “BGVI Associates” are BGVI’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
  8. LIMITATION OF LIABILITY.
    1. Dollar Cap. BGVI’S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $180.00 (one hundred eighty dollars and zero cents) United States Dollars (USD).
    2. Excluded Damages. IN NO EVENT WILL BGVI BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
    3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 8 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF BGVI IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 8, BGVI’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, BGVI’s liability limits and other rights set forth in this Article 8 apply likewise to BGVI’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other repr
  9. Term & Termination.
    1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue until terminated by either You or BGVI.
    2. Termination. Either party may terminate this Agreement for any reason at any time. You may terminate this Agreement by cancelling your subscription to the eStudent Center (if you have one) at brucegraham.com and by discontinuing your use of the Website. BGVI may terminate by notifying You in writing [including without limitation via text to Your mobile device] and closing Your account.
    3. Effects of Termination. Upon termination of this Agreement, You shall cease all use of the System. The following provisions will survive termination of this Agreement: Articles 5 (IP & Feedback), 6 (Disclaimers), 7 (Indemnification), 8 (Limitation of Liability), and 10 (Miscellaneous); and any other provision of this Agreement that must survive to fulfill its essential purpose.
  • MISCELLANEOUS.
    • Independent Contractors. The parties are independent contractors. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
    • Notices. BGVI may send notices to You by email [or by text to Your mobile device] at the email address [or mobile number] provided by You, and such notices will be deemed received 24 hours after they are sent. You may send notices pursuant to this Agreement to BGVI by email to rememberyourenlightenment@gmail.com, and such notices will be deemed received 72 hours after they are sent. In addition, BGVI will terminate the accounts of subscribers who are repeat copyright infringers.
    • Assignment & Successors. You may not assign this Agreement or any of Your rights or obligations under this Agreement without BGVI’s express written consent. Except to the extent forbidden in this Section 3, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
    • Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    • No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
    • Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of California, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. To the extent that arbitration is not required under Subsection 10 below, the parties consent to the personal and exclusive jurisdiction of the federal and state courts of San Francisco, California. This Subsection 10.6 and Subsection 10.10 below govern all claims arising out of or related to this Agreement, including without limitation tort claims.
    • Conflicts. In the event of any conflict between this Agreement and any BGVI policy posted online, including without limitation the Privacy Policy and Cookie Policy, the terms of this Agreement will govern.
    • Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
    • Amendment. BGVI may amend this Agreement from time to time by posting an amended version on its website. Such amendment will be deemed accepted and become effective on the date it is posted. Your continued use of the System following the effective date of an amendment will confirm Your consent to the Amendment. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 9, BGVI may revise the Privacy Policy and Cookie Policy at any time by posting a new version of either at BGVI’s Website, and such new version will become effective on the date it is posted.
    • Dispute Resolution. Any legal disputes or claims arising out of or related to this Agreement (including without limitation claims related to the use of the System, the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in San Francisco, California, United States of America. The arbitration will be conducted by the Judicial Arbitration and Mediation Services, Inc. (JAMS), or as otherwise mutually agreed by You and BGVI. For claims not exceeding $250,000, the arbitration will be conducted under its JAMS Streamlined Arbitration Rules And Procedures (SARP). For claims exceeding $250,000, the arbitration will be conducted under its JAMS Comprehensive Arbitration Rules and Procedures (CARP). Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims must be brought within the statute of limitations or other time required by applicable law. You agree that You shall bring any claim, action or proceeding arising out of or related to the Agreement in Your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of a representative, collective, or class proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU AND BGVI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING IN ANY FORUM.