Terms of Use
Copyright ã
2008 CapitalLinkUSA
All Rights Reserved.
Please read through
these Terms of Use carefully. By accessing
and/or using any of CapitalLinkUSA’s web sites,
including
www.BrainTrustLinkUSA.com,
www.CashandControlSystem.com,
www.EntrepreneursAdvocate.com,
www.CashAndControl.com and
www.CapitalLinkUSA.com (together, the
“Websites”), or by otherwise accessing any
content found on the Websites, you are deemed to
have entered into an agreement with
CapitalLinkUSA and to have agreed to be bound by
the terms set out below. In addition, these
Terms of Use are deemed to be incorporated into
each
written agreement between CapitalLinkUSA and
each user of any of the Websites (all such
users, including all Companies, Brain Trust
Talent and other members of the Brain Trust
Network being referred to as “Users”, and each
such agreement being referred to as a “Member
Agreement”).
The Websites are owned
and operated by Capital Link Incorporated, a/k/a
CapitalLinkUSA.
Ownership of Website, Copyrights, and
Trademarks
All of the contents and designs of the Websites, including all
information, text, software, pictures, images,
sounds, video clips, audio clips, illustrations,
and graphics (collectively the “Content”) are
either owned by CapitalLinkUSA or they are
licensed to it and are copyrighted.
CapitalLinkUSA and its licensors retain and
reserve all proprietary rights in and to the
Content.
Users shall not copy, download or use any Content on the
Websites except pursuant to the terms of a
separate written license from CapitalLinkUSA.
All such copies must include, at a minimum, the
following copyright notice: “Copyright ©
2008
CapitalLinkUSA. All rights reserved.” The
software which operates the Websites is
proprietary software and Users may not use it
except as expressly allowed under these Terms of
Use. Users may not copy, reverse engineer,
modify or otherwise deal with the software.
Users may not alter, in any way, any of the Content they copy
or download. If a User violates any of these
Terms of Use, its authorization to use any or
all of the Websites and Content terminates
automatically, and the User agrees to
immediately destroy any copies it has of any
portion of the Content.
The various CapitalLinkUSA names, marks, logos, products and
services referenced on the Websites are either
trademarks or service marks, or registered
trademarks or service marks, of CapitalLinkUSA
or its Affiliates. Other product and company
names referenced on the Websites may be the
trademarks or service marks of others. The
unauthorized use of any trademark or service
mark displayed on the Websites or any other
trademark or service mark of CapitalLinkUSA or
its Affiliates is strictly prohibited. Any
rights not expressly granted herein are reserved
to CapitalLinkUSA.
Disclaimer
CapitalLinkUSA is not an
employment agency or executive search firm and
undertakes no responsibilities with respect to
relationships that may be formed among Users
except as expressly set forth in a written
Member Agreement. All Company and Brain Trust
Talent member information is provided by the
respective Companies or individuals themselves,
and not by CapitalLinkUSA. CapitalLinkUSA will
have no liability with respect to any
information any User receives regarding any
Company or any Brain Trust Talent member, or
arising out of any act, omission, or other
conduct on the part of any Company, Brain Trust
Talent member or any other User.
Information
Except for information which
becomes publicly known through legitimate means
not involving any act or omission by the User,
each User agrees not to disclose to any other
person, firm or entity, or use for any purpose
not contemplated herein, any information
received from the Website, from CapitalLinkUSA,
from any Company, or from any other User as a
result of use of the Websites or membership in
the Network, and each User shall keep all of the
same strictly confidential. Each User
represents and warrants that all information
such User supplies to CapitalLinkUSA or to any
other User will be true, correct and complete in
all respects.
Term and Termination
CapitalLinkUSA may, in its
discretion, terminate or suspend a User’s access
to all or part of the Websites (including any
right to access and use the Content) with cause
by delivering notice to the User.
The rights of termination
are in addition to all other rights or remedies
of CapitalLinkUSA provided in these Terms of
Use, in any Member Agreement or by law.
Changes to the
Websites
CapitalLinkUSA reserves the
right, in its discretion, to suspend, change,
modify, add or remove portions of the Content
available on the Websites at any time.
Registration,
Passwords and Responsibilities
Certain portions of the
Websites are only open to Users who have
registered and/or are members of the Brain Trust
Network (includes Brain Trust Companies and
Brain Trust Talent). Users are solely
responsible for the confidentiality and use of
and access to the Content and those portions of
the Websites using their user names and sign-on
passwords. Users agree to immediately notify
CapitalLinkUSA if they become aware of any loss
or theft of any sign-on password or any
unauthorized use of a sign-on password, user
name, or of the Content or the Websites. Users
will provide CapitalLinkUSA with accurate,
complete registration information and inform
CapitalLinkUSA of any changes to such
information. For the purpose of confirming
Users’ compliance with these Terms of Use,
CapitalLinkUSA reserves the right to monitor and
record activity on the Websites, including
access to the Content.
Each registration is for
a single user only. Users may not share their
user names and passwords with any other person..
CapitalLinkUSA does not permit access through a
single name and password being made available to
multiple users on a network. CapitalLinkUSA may
cancel or suspend a User’s access to the
Websites if they do this, without any further
obligation to such User.
Certain Definitions
For purposes of these Terms of Use and each Member Agreement,
the following capitalized terms shall have the
respective meanings set forth below:
·
“Affiliate” of a person shall mean and
refer to each parent, subsidiary, and related
corporation or entity of such person, and each
corporation or other entity, in whole or in
part, directly or indirectly, controlling,
controlled by, or under common direction or
control of such person.
·
“Brain Trust Talent” shall mean each
member of the Brain Trust Link of
experienced professional managers, executives,
and potential investors, and each of their
Affiliates, including all such persons with whom
a Company makes contact directly or indirectly
through or with the assistance of CapitalLinkUSA
or any of its Websites.
·
“Companies” shall mean all
company-members of the Brain Trust Link
and each Company that has entered into a Member
Agreement with respect to use of
CapitalLinkUSA’s Cash and Control System or Brain
Trust Link, together with their
Affiliates.
Notifications Under Member Agreements
If a Company and any member of the Brain Trust Talent network
decide to pursue any engagement, employment,
Funding or other relationship with each other,
the Company and the Brain Trust Talent each
agrees that they shall thereafter take such
steps as are necessary to insure that all fees
and costs, including Beta, Referral and Finder’s
Fees due under the Member Agreement with the
Company, shall be paid by the Company to Capital
Link not later than the due date set forth in
the Member Agreement. If any payment of fees is not paid by the Company when due pursuant to such
Member Agreement, a service charge of one and
one‑half percent (1‑½%) shall be added each
month to the unpaid balance due from the
Company. Each member of the Brain Trust Talent
network shall immediately notify CapitalLinkUSA
if he or she negotiates or begins any
relationship with any Company to whom he or she
has been introduced through Network membership,
and shall provide CapitalLinkUSA with correct
copies of all agreements and other documents and
correspondence relative to any such
relationship. Each such document shall be sent
to CapitalLinkUSA via email, to the following
address:
membership@BrainTrustLinkUSA.com with the
subject line “Brain Trust Agreement”.
Each member of the Brain Trust Talent network
understands that fulfillment of these
obligations is critical to enforcement of
CapitalLinkUSA’s rights to be compensated for
its efforts in connection with the Websites and
the Brain Trust Introduction process.
Changes to these
Terms
CapitalLinkUSA may, in its
discretion, change these Terms of Use (including
those relating to Users’ use of the Websites
and/or the Content). When the Terms of Use are
changed, CapitalLinkUSA will notify Users by
e-mail or by publishing details of those changes
by including them in these Terms of Use. If
Users use the Websites after CapitalLinkUSA has
published or notified them of the changes, Users
are agreeing now to be bound by those changes.
If Users do not agree to be bound by those
changes, they should not use the Websites any
further after they are published. Access to
certain of the Content may be subject to
additional terms and conditions.
Privacy Policy
The information that
individual Users provide about themselves to
CapitalLinkUSA will only be used in accordance
with the respective Member Agreement between a
User and CapitalLinkUSA and CapitalLinkUSA's
Privacy Policy.
Indemnification
Each User shall indemnify, defend and hold harmless
CapitalLinkUSA and its Affiliates, directors,
officers, shareholders, agents and employees
(collectively, “Indemnified Persons”) from and
against, and each User agrees that no
Indemnified Person shall have any liability to
such User for, any Losses (a) related to or
arising out of (i) the User’s actions or failure
to act, or (ii) actions or failures to act by an
Indemnified Person with consent of the User or
in reliance on the User’s actions or failures to
act, or (b) otherwise related to or arising out
of the User’s use of the Cash and Control System,
Brain Trust Link, or any of
CapitalLinkUSA’s other Websites, products or
services except that this clause (b) shall not
apply to any Losses to the extent that such
Losses are finally judicially determined to have
resulted from CapitalLinkUSA’s willful
misconduct or gross negligence.
Miscellaneous
·
Severability. It is the desire of
the parties that the provisions of each Member
Agreement and these Terms of Use be enforced to
the fullest extent permissible under the laws
and public policies in each jurisdiction in
which enforcement might be sought. Accordingly,
whenever possible, each of the provisions of
each Member Agreement and these Terms of Use
shall be construed and interpreted in such a
manner as to be effective and valid under
applicable law. If any provision of a Member
Agreement, these Terms of Use or the application
of any provision thereof to any party or
circumstance shall be prohibited by, or invalid
under applicable law, such provision shall be
ineffective only to the extent of such
prohibition without invalidating the remainder
of such provision, any other provision, or the
application of such provision to other parties
or circumstances.
·
Conflict with Member Agreements.
In the event that any provision of these Terms
of Use expressly conflicts with a provision of a
Member Agreement, the provision contained in the
Member Agreement shall control.
·
No Warranties. CapitalLinkUSA
makes no other representations or warranties
with respect to the Cash and Control System, the
Brain Trust Link or any of the
Websites, Contents, products or services,
including with respect to any actual or
potential Funding, any and all such
representations and warranties being hereby
excluded to the maximum extent permitted under
applicable law.
·
Governing Law. The validity,
construction, and enforceability of these Terms
of Use and each Member Agreement shall be
governed in all respects by the internal laws of
the State of Illinois, without giving effect to
any principles of comity or conflict of laws
principles of that state.
·
Binding Effect and Benefit.
These Terms of Use and each Member Agreement may
not be assigned by any party, whether by
operation of law or otherwise, without the prior
written consent of the other parties, except
that any right, title or interest of either
party arising out of these Terms of Use or any
Member Agreement may be assigned to an entity
succeeding to the business and substantially all
of the assets of such party. Subject to the
foregoing, these Terms of Use and each Member
Agreement shall be binding upon and shall inure
to the benefit of the parties and their
respective successors and assigns.
