BY CHECKING IN THE BOX AS INDICATED AND/OR WATCHING, CONSUMING, READING, OR USING BRAINYMD, INC.’S PRODUCT (as later defined), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY AMENDMENTS OR UPDATES. YOU SPECIFICALLY ACKNOWLEDGE YOU HAVE READ THE ENTIRETY OF THIS AGREEMENT AND UNDERSTAND ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS VERSION OF TERMS & CONDITIONS IS EFFECTIVE ON MAY 16, 2025. IF YOU DO NOT AGREE WITH THE TERMS, IN WHOLE OR IN PART, HEREIN, YOU SHALL DISCONTINUE WATCHING, CONSUMING, READING AND/OR UTILIZING THE PRODUCT (as later defined).

1. Introduction.   BRAINYMD, Inc. (“BRAINYMD”), a Georgia corporation, provides goods and/or services as described on the website <www.brainmyd.com> (“Website”) to you in accordance with the various terms outlined herein (“Agreement”).   You” and “Your” shall refer to the individual(s) who view, consume, read, acquire and/or use the Product (as defined herein). The “Product” shall mean: (i) the content on the Website, (ii) the Podcasts as linked on the Website to YouTube, Spotify, and Amazon Music and/or (iii) any other handouts, content, or linked information or videos as found on the BRAINYMD Website.

(“You” and “BRAINYMD” are in hereafter sometimes referred to as a “Party” and collectively as the “Parties”). By affirmatively accepting this Agreement, or by otherwise accessing the Product and/or Website, you are deemed to agree to all terms, conditions, provisions and/or notices contained or referenced in this Agreement.  If you do not agree to all terms, conditions, provisions and/or notices contained or referenced in this Agreement, you shall not use the Product or Website.  BRAINYMD expressly reserves the right, at its sole discretion, to update and/or revise this Agreement, in whole or in part, at any time and without notice to you.  Please check this Agreement from time to time or as often as you prefer to review any changes, amendments or modifications to this Agreement. In order to use the Website and/or Product, you must agree to the terms and conditions that are set forth herein.  For adequate consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

2. Terms of Use.  Your use of the Product and/or your use of the Website is governed by the terms herein. You may review the most current version of this Agreement at any time on the Website (“Terms of Use Product”).  Your continued use of the Website and/or the Product following the posting of any changes, modifications or amendments to this Agreement constitutes acceptance of any such changes, modifications or amendments.  Additionally, when viewing or listening to any of the Podcasts, in whole or in part, or the Product, you shall be subject to any policies or applicable rules that may be posted from time to time and you are subject to any policies or applicable rules with third party websites or hosts (e.g., YouTube, Spotify, Amazon Music). Any such polices and/or rules are hereby incorporated herein by reference into this Agreement.  Your use of the Product and/or Website constitutes your agreement to comply with said policies and rules. You acknowledge and understand that many industries (e.g., finance, healthcare, food, etc.) have laws and regulations govern the industry; You understand and acknowledge that the Product and Product Content are not intended to comply with industry-specific regulations and if Your use of the Product and/or Product Content would be subjected to any such laws, rules or regulations, You agree not to use the Product and/or Product Content. You agree to use the Product for personal and noncommercial purposes.

3. Disclaimer/No Medical Advice/No Endorsement. The Product is created for informational purposes only. The Product is not intended to be a substitute for professional medical advice, diagnosis, or treatment. You should always seek the advice of a physician or qualified health provider with any medical advice You should need or desire. If you have a medical emergency, please call 911 immediately or go to an emergency room. No content or information in the Product is offered as a guarantee and you acknowledge that any reliance by You of any information in the Product is at your own risk. You acknowledge that information and content in the Product is not guaranteed to be accurate. You acknowledge that the Product does not endorse any specific test, procedure, evaluation, treatment, or medical opinion even if mentioned in the Product, including, in a podcast. YOU ACKNOWLEDGE AND AGREE THAT LISTENING, VIEWING, AND/OR READING THE PRODUCT DOES NOT ESTABLISH A DOCTOR-PATIENT RELATIONSHIP.

4.   Privacy Policy. Any information you submit through your use of the Product shall be subject to the privacy policy of BRAINYMD. BRAINYMD is committed to protecting customers’ privacy and maintaining the confidentiality and security of a customer’s personal information. BRAINYMD reserves the right to collect, utilize, and maintain information about You; however, You and BRAINYMD agree said information can only be shared with Your consent or with BRAINYMD’s representatives, employees, agents, contractors, members, directors, officers, shareholders, and/or affiliated entities. Notwithstanding anything to the contrary herein, BRAINYMD may freely share any information in accordance with applicable law or subpoena. 

5. Suspension and/or Termination.  BRAINYMD may terminate this Agreement for convenience at any time by amending the Terms of Use Product indicating this Agreement is hereby terminated.  Further, your failure to follow the requirements of this Agreement may result in suspension or termination of your access to the Product and/or access to the Product, with or without notice, in addition to any other legal remedies available to BRAINYMD. BRAINYMD further reserves the right to terminate, without notice, your access to or use of the Product for any reason. 

6. Ownership of the Product. You expressly acknowledge that the Product is owned and operated by BRAINYMD and/or its assigns or affiliates. Unless otherwise indicated herein or in any amendment or modification hereto, all content in the Product, including any images, text, information, illustrations, layout, design, artwork, graphics, photography, code, data, audio, videography, software (the “Product Content”), are either owned by BRAINYMD and/or its assigns or affiliates or are licensed from a third party by BRAINYMD. The Product, as a whole and in part, is protected by registered and/or common law copyright(s), trademark(s), service mark(s), trade name(s), and any and all other intellectual property and proprietary rights, and all other applicable rights are reserved.

7. Intellectual Property Rights. The parties acknowledge that all trademarks, copyrights, and any other proprietary rights are solely and exclusively the property of BRAINYMD or its assigns or licensees, including the Product names, Website content, logos, and other identifying marks.  The parties acknowledge that BRAINYMD has certain registered and/or common law rights to its trademarks and copyrights contained in the Product. 

If You believe any information, material, or content available in the Product infringes upon any copyright owned or controlled by You or another third party, please immediately notify BRAINYMD’s Designated Copyright Agent (as defined herein). You acknowledge and agree that BRAINYMD has a policy of terminating any accounts held by infringers and intends to take any action to accommodate copyright owners to identify and protect their works.

Any notice to the Designated Copyright Agent should meet requirements as set forth in 17 U.S.C. § 512(c)(3) and/or any other applicable law.

Designated Copyright Agent shall mean: 

Courtney L. Patrick, Esq.

1229 Augusta West Parkway, Augusta, GA 30909

 706-863-2255

clp@klosinski.com

If You believe in good faith there is no infringement and need to send a counter notice, please send said counter notice to the Designated Copyright Agent and in accordance with 17 U.S.C. § 512.

8. LIMITATION OF LIABILITY, WAIVER, AND LIQUIDATED  DAMAGES EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY NOR ITS AFFILIATES OR LICENSORS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS THE SAME.  BRAINYMD FURTHER MAKES NO REPRESENTATION OR WARRANTIES THAT: (I) THE WEBSITE AND/OR PRODUCT WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; (II) THAT RESULTS OBTAINED FROM THE USE OF THE PRODUCT WILL BE GUARANTEED; (III) THAT THE PRODUCT CONTENT WILL BE FROM ERRORS, INACCURACIES OR OUTDATED INFORMATION; (IV) THAT THE PRODUCT CONTENT WILL BE UPDATED ACCORDING TO THE LATEST INFORMATION; (V) THAT THE WEBSITE OR PRODUCT WILL BE APPROPRIATE OR APPLICABLE OUTSIDE OF THE UNITED STATES AND/OR OUTSIDE OF ANY OTHER JURISDCITION IN THE UNITED STATES OTHER THAN AS INDICATED.  BRAINYMD, ITS AFFILIATES AND/OR ANY THIRD PARTY SERVICE PROVIDERS HEREBY FURTHER EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, COMPLETENESS OR RELIABILITY, TITLE, NONINFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. FURTHER, BRAINYMD EXPRSSLY INDICATES THAT THE PRODUCT IS PROVIDED “AS IS” WITH ANY AND ALL FAULTS, ERRORS OR OMISSIONS.  YOU EXPRESSLY ACKNOWLEDGE AND UNDERSTAND ALL INFORMATION IN THIS PARAGRAPH AND UNDERSTAND THAT YOU ARE USING THE PRODUCT AT YOUR OWN RISK. FURTHER, YOU UNDERSTAND AND ACKNOLWEDGE THAT THE PRODUCT AND/OR WEBSITE MAY CHANGE AT ANY TIME WITHOUT NOTICE.

BRAINYMD, its affiliates and/or its third party service providers shall not be liable to you or any third parties for any direct, indirect, special, consequential or punitive damages arising out of or related to this Agreement, the Website, the Product, your access to or inability to access the Product, and/or Website, including for viruses that may have been obtained from the Product, Website, or materials available through third party Products linked to the Website, regardless of the type of claim or the nature of the cause of action, even if advised of the possibility of such damages. Some states do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages, and in that case the above exclusions or limitations may not apply to you, but you agree they apply to the fullest extent of the applicable law. You may also have other rights that vary from state to state.

You hereby agree to release BRAINYMD, its affiliates and third-party service providers, and each of their respective directors, officers, members, shareholders, employees, and agents from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Product. 

YOU ACKNOWLEDGE THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES, IF ANY, WHICH MAY PROXIMATELY RESULT FROM A FAILURE OF THE PRODUCT, BECAUSE, AMONG OTHER THINGS: (A) WHAT PORTION, IF ANY, OF ANY LOSS AND/OR DAMAGE WAS PROXIMATELY CAUSED BY THE FAILURE OF THE PRODUCT IS UNCERTAIN; AND, (B) A PERSON’S USE OF THE PRODUCT MAY VARY.

YOU UNDERSTAND AND AGREE THAT YOUR RECOVERY OF DAMAGES AGAINST BRAINYMD FOR ANY FAILURE OF THE PRODUCT, OR ANY ACT OR OMISSION OF BRAINYMD, IS LIMITED TO THE TOTAL AMOUNT YOU PAID FOR THE PRODUCT. IN NO EVENT WILL BRAINYMD BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS OR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE PRODUCT OR CONTENT RELATED THERETO OR THE BREACH OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY TO THE PRICE YOU PAID FOR THE PRODUCT ESTABLISHES BRAINYMD’S EXCLUSIVE LIAIBLITY TO YOU, AND APPLIES WHERE BRAINYMD IS ALLEGED TO BE, OR IS FOUND LIABLE FOR, ANY PERSONAL INJURY, DEATH, PROPERTY LOSS, OR DAMAGE, INCLUDING, WITHOUT LIMITATION, ANY GENERAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY OR CONSEQUENTIAL DAMAGE, RESULTING FROM ANY ALLEGED FAILURE OF THE PRODUCT. THIS LIMITATION OF LIABILITY SHALL APPLY IRRESPECTIVE OF CAUSE AND REGARDLESS OF WHETHER SUCH LAWSUIT OR OTHER CLAIM IS BASED UPON ACTIVE OR PASSIVE NEGLIGENCE, BREACH OF EXPRESS OR IMPLIED CONTRACT OR WARRANTY, CONTRIBUTION, INDEMNIFICATION, STRICT OR PRODUCT LIABILITY, FAILURE TO COMPLY WITH ANY APPLICABLE LAW, OR ANY OTHER FAULT OR FAILURE OF BRAINYMD, OR THE PRODUCT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAD THE OPPORTUNITY TO MODIFY THIS LIMITATION OF LIABILITY BY CONTACTING BRAINYMD AND NEGOTIATING FOR BRAINYMD’S ASSUMPTION OF GREATER LIABILITY.

9. Your Use of the Product. You shall only view and use the Product for yourself personally.  You acknowledge and agree that the Product does not grant to you any right to use, copy, reproduce, modify, redistribute, resell, lease transfer, display, publish, sell, license, rent, prepare or create derivative works, sublicense, amend assign, or distribute by any means, the Product. You may not authorize others to use the Product on your behalf and you expressly acknowledge and agree that you are responsible for all use of the Product and/or anyone on your behalf (even if this is a breach of this Agreement). You agree to use the Product only for lawful purposes and you acknowledge that your failure to do so may subject you to civil and criminal liability. YOU EXPRESSLY AGREE NOT TO DISTRIBUTE THE PRODUCT AND/OR RECORD THE PRODUCT AND/OR PRODUCT CONTENT. However, it is expressly agreed by You and BRAINYMD that you may freely take notes while viewing or listening to any part of the Product.

You agree not to make use of Product Content by publication, re-transmission, copying, distribution, caching, or otherwise.  Illegal and/or unauthorized uses of the Product, is expressly unauthorized and considered a breach of this Agreement.  BRAINYMD reserves the right to take seek any applicable legal remedies to the fullest extent allowed by the law for any breach of the terms contained herein and/or this Agreement.

10. Use of the Product by Minors. The Product and the Website are not intended for use by minors. To use the Product, you must be at least 18 years of age. If you are under 18 years old, you should not use the Product and should not provide any information to BRAINYMD through the Product.  If BRAINYMD learns that it has collected or received personally identifiable information from a child under the age of 18, BRAINYMD will attempt to promptly delete such information.  If you believe BRAINYMD may have personally identifiable information about a minor without proper parental consent or consent of a guardian, please contact us as soon as possible.

11. Electronic Communications. If you choose to provide your email to BRAINYMD, you consent to receive communications from us electronically. We may communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

12. SMS / Text Messaging. If you choose to provide your mobile or cell phone number to BRAINYMD, you expressly consent to all terms in this paragraph.  You acknowledge that BRAINYMD may use your cell phone information to send you transactional SMS updates about the Product and/or any communications with you. You acknowledge that the frequency and size of messages may vary. You acknowledge that message and data rates may apply from your mobile carrier and that you can opt out at any time by contacting BRAINYMD or following instructions as may be provided. 

13. Feedback Submission. Any comments, feedback, questions, concerns, information, suggestions, submissions, ideas and/or things you submit through or related to the Product (a “Submission”) may not be considered confidential by BRAINYMD. You expressly acknowledge that BRAINYMD reserves the right to republish any Submission and share any Submission, internally or externally, on the Website, in a podcast, on social media, or otherwise.  By making a Submission, you agree to grant BRAINYMD a worldwide, exclusive, royalty-free, perpetual irrevocable license to reproduce, modify, use, and/or sublicense or assign such Submission in any manner whether or not related to the Product.  You acknowledge and agree that you are responsible for the Submissions that you provide, and that you have full responsibility for the Submissions, including their content, legality and/or any intellectual property contained therein. By making a Submission, you agree you have the right to make said Submission and that it will be free of any claims from any third party.  You further agree that you are solely responsible for any claims related to or arising out of such Submission and you agree that you will hold BRAINYMD harmless relating to any such claim. 

14. Jurisdiction, Venue and Governing Law. You agree that this Agreement shall be governed and construed in accordance with the laws of the State of Georgia without regard to its conflict of law rules.  Any action, claim or litigation arising under or related to this Agreement must be brought in a court located in Columbia County, Georgia. In addition, You and BRAINYMD agree to submit to the exclusive personal jurisdiction and venue of such courts. BRAINYMD makes no representation that the Product, or the Website are appropriate, available or legal in any particular location. BRAINYMD hereby expressly discloses and you acknowledge that the Product and/or Website may not be available in every state and are not available outside of the United States.  Those who choose to access the Product do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. 

15. Product Solely for Use in the United States. The Product is hosted in the United States and is intended for users located in the United States. If you are a non-U.S. user of the Product you acknowledge and agree that you are not an allowed user of the Product.  Should you be a non-U.S. user (even though you acknowledge it is a breach of this Agreement) and/or provide BRAINYMD with any content or Submission, you agree to comply with all applicable laws governing the Product. You further agree to comply with all applicable laws regarding the transmission of data exported from the United States or the country in which you reside and you agree not to use or purchase the Product if said use would be a violation of any applicable law.
16. Additional Customer Duties, Responsibilities and Warranties. (A) Without in any way limiting the terms herein, You acknowledge and agree that: (1) it is Your sole responsibility to comply with all rules, laws, statutes, codes, regulations, and/or ordinances, local, state, and federal, relevant to the use of the Product; and (2) the Product is for Your own use and not for the benefit of any other party. (B) You acknowledge and agree that pursuant this Agreement, You agree to waive any and all claims against BRAINYMD, and agree to fully defend and indemnify BRAINYMD, in response to any claim, demand and/or lawsuit arising out of (1) loss caused by unauthorized access to Your account and, (2) Your failure to comply with any rules, laws, statutes, codes, regulations, and/or ordinances, local, state, or federal, relevant to the use of the Product, including, but not limited to, those related to privacy rights, eavesdropping, surveillance, and obligations of alarm users.
17. Additional Equipment. Equipment required to utilize the Product is your sole responsibility to purchase. This equipment may include, computers, monitors, speakers, headphones, and/or mobile phones.
18. BRAINYMD’s Default. In the event of any breach of this Agreement by BRAINYMD, You agree to provide written notice to BRAINYMD specifically identifying the nature of the breach and the provisions of this Agreement affected thereby, and to permit BRAINYMD to cure the breach within thirty (30) business days after receipt of the written notice. If the breach cannot be reasonably cured within said period, BRAINYMD will promptly commence to cure and diligently proceed until cured. If BRAINYMD cures any said breach as provided herein, this Agreement shall continue uninterrupted and BRAINYMD shall not be liable to You for any said breach. Should the breach as provided not be able to be cured, then You agree BRAINYMD’s liability shall be limited to the amount you actually paid BRAINYMD for said Product.
19. Exclusions and Limitations. Nothing in this Agreement is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Certain jurisdictions do not allow the exclusions of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by gross negligence, breach of contract, intentional acts, breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations of this Agreement which are lawful in the jurisdiction in which the use of the Product gives rise to the alleged damage or loss will apply to You and our liability will be limited to the maximum extent permitted by law.
20. Entire Agreement. The Terms of this Agreement (including any policies, guidelines or amendments that may be presented to You from time to time such as policies and legal notices) constitute the entire agreement between You and BRAINYMD and govern Your use of the Product, superseding any prior agreements between You and BRAINYMD.
21. Waiver and Severability of Terms. The failure of BRAINYMD to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the specific provision at issue, and the other provisions of the Agreement remain in full force and effect.
22. Statute of Limitations. You agree that regardless of any statute or law to the contrary, all claims, actions, requests, or proceedings against BRAINYMD must be commenced in court within one (1) year from the date of the event that resulted in the loss, or damage.
23. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be, and are, no third party beneficiaries to this Agreement.
24. Updates. BRAINYMD reserves the right to amend these Terms and Conditions at any time for any reason. In the event these Terms and Conditions are modified, BRAINYMD will use commercially reasonable means to notify You of the updated Terms and Conditions.