Terms of Use

Copyright ã 2011 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.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 Angels and other members of the Brain Trust Angel 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 © 2006-2011 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.

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 Angels).  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 Angels” shall mean each member of the Brain Trust Angel Network/BrainTrust LinkUSA 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 Angel Network and each Company that has entered into a Member Agreement with respect to use of CapitalLinkUSA’s Cash and Control System or Brain Trust Angel Network, together with their Affiliates.

 

Notifications Under Member Agreements

If a Company and a Brain Trust Angel decide to pursue any engagement, employment, Funding or other relationship with each other, the Company and the Brain Trust Angel 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. 

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 Angel Network, 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 Angel Network 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.

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