Terms and Conditions of Use
Effective as of: October 1st, 2024
The BrainPro Service Provided by Us
Please read these Terms of Use (these "Terms") carefully as they govern your use of (which includes access to) BrainPro's premium services for Google Ads Optimization, Management and other services, including all of our websites and software applications that incorporate or link to these Terms (collectively, the "BrainPro Service").
Use of the Brainpro Service may be subject to additional terms and conditions presented by BrainPro, which are hereby incorporated by this reference into these Terms.
By signing up for, or otherwise using, the BrainPro Service, you agree to these Terms. If you do not agree to these Terms, then you must not use the BrainPro Service or access any Tools.
These Terms are between you and Brain Pro Ads LLC.
In order to use the BrainPro Service and access any Tools, you represent that: you reside in the United States, Australia or The United Arab Emirates and any registration and account information that you submit to BrainPro is true, accurate, and complete, and you agree to keep it that way at all times.
We provide different BrainPro Service options. Certain BrainPro Service options are provided free-of-charge, while other options require payment before they can be accessed (the "Paid Subscriptions"). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services. We are not responsible for the products and services provided by such third parties.
The Brainpro premium service shall include the following
From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a "Trial"). By using a BrainPro Service via a Trial, you agree to the BrainPro Premium Promotional Offer Terms.
We use reasonable efforts to keep the BrainPro Service operational and to provide you with a customized, PPC advertising experience. However, our service offerings and their availability may change from time to time, without liability to you; for example:
If you have prepaid fees directly to BrainPro for a Paid Subscription that BrainPro permanently discontinues prior to the end of your Pre-Paid Period (as that term is defined in the Payments and cancellations section below), BrainPro will refund you the prepaid fees for the Pre-Paid Period after such discontinuation. Your account and billing information must be up to date in order for us to refund you.
You acknowledge the following with respect to the provision of Services by BrainPro:
BrainPro shall not be responsible for changes made to the Client’s website by other parties that adversely affect the search engine rankings of the Client’s website
BrainPro has no liability to you, nor any obligation to provide a refund to you, in connection with internet or other service outages or failures that are caused by the actions of government authorities, other third parties, or events beyond our control.
You may need to create a BrainPro account to use all or part of the BrainPro Service. Your username(e-mail) is for your personal use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username(e-mail). Notify our Customer Service team immediately if your username(e-mail) is lost or stolen, or if you believe there has been unauthorized access to your account.
BrainPro may require you to change, your username for any reason.
Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant to you limited, non-exclusive, revocable permission to make commercial use of the BrainPro Service and the Tools (collectively, "Access"). This Access shall remain in effect unless and until terminated by you or BrainPro. You agree that you will not redistribute or transfer the BrainPro Service or the Tools.
The BrainPro service and the Tools are licensed, not sold or transferred to you, and BrainPro retains ownership of all copies of the BrainPro service and Tools even after your account installation.
BrainPro shall use the specific keywords or phrases are selected or agreed upon by both BrainPro and you, for improving the ranking of, or position the contents of your URLs in the search engines agreed upon.
You may purchase a Paid Subscription directly from BrainPro or through a third party either by:
Tax rates are calculated based on the information you provide and the applicable rate at the time of your monthly charge.
If you purchase access to a Paid Subscription through a third party, separate terms and conditions with such third party may apply to your use of the BrainPro Service in addition to these Terms. Please contact the third party regarding any refunds or to manage your subscription. By using a BrainPro Service via a Trial, you agree to the BrainPro Premium Promotional Offer Terms.
BrainPro may from time to time make changes to Paid Subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid), and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the BrainPro Service after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable Paid Subscription prior to the price change going into effect.
Tax rates are based on the rates applicable at the time of your monthly charge. These amounts can change over time with local tax requirements in your country, state, territory, county, or city. Any change in tax rate will be automatically applied based on the account information you provide.
With the exception of Paid Subscriptions for a Pre-Paid Period, your payment to BrainPro or the third party through which you purchased the Paid Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period. Contact our Customer Support team for instructions on how to cancel. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the free version of the BrainPro Service. We do not provide refunds or credits for any partial subscription periods, except as expressly stated in these Terms.
Upon cancellation of service all marketing accounts as well as keywords and ads within those accounts will be deleted.
Subscription may be terminated by BrainPro. At any time upon providing seven (7) days written notice of termination to the Client by fax or by email in the case of violating any of the Google guide lines on the website. And the client has the right to terminate the contract if BrainPro failed to deliver the service.
Partial refunds will not be issued regardless of the point in the payment cycle at which cancellation occurs. Service will be carried out, and applicable sponsored links will remain listed, until the end of the account’s payment cycle. Requests for immediate removal of sponsored links will be honored with the acknowledgment that this will not result in a partial refund for unused services.
Refunds will be issued for charges incurred after cancellation, provided a cancellation confirmation code, or other proof of previous cancellation, is presented.
Additional services, which are not specified herein, may be provided at the option of BrainPro with prior agreement of the Client and at a fixed rate as agreed upon by the parties. All other terms of this Agreement shall apply to the provision of such additional services.
The client(you) represents and warrants that any elements of text, graphics, logos, photos, designs, or trademarks provided to BrainPro for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use such intellectual property. The Client further represents and warrants that it shall hold BRAINPRO harmless from and protect, defend and/or indemnify BRAINPRO and its directors, officers, employees, agents and representatives from any liability or suit arising from the use of such intellectual property.
Shall provide its best efforts in repairing any incidental or actual damage to the Client’s website caused specifically as a result of the Services those BRAINPRO provides to the Client. BRAINPRO, acting reasonably, will ascertain if the damage was in fact caused by BRAINPRO when providing Services under this Agreement.
BrainPro shall not, without the prior written consent of the Client, disclose to anyone any confidential information, or the existence of or any of the terms of this Agreement, unless required by law. “Confidential information” for the purpose of this Agreement shall include the Client’s proprietary and confidential information including but not limited to business and marketing plans, customer lists, passwords, financial information and designs. Confidential information shall not include information that: i) was disclosed by the Client without restriction; ii) is or becomes a matter of public knowledge through no fault of BrainPro; iii) is rightfully received by Braipro from a third party without a duty of confidentiality.
Unless otherwise specified, all references to currency herein are deemed to mean the lawful money of United States of America, and all amounts to be paid or calculated pursuant to this Agreement are to be paid or calculated in the lawful money of the United States of America.
Under applicable law, you may have certain rights that can't be limited by a contract. These Terms are in no way intended to restrict those rights.
We may make changes to these Terms (including any additional BrainPro terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the applicable BrainPro Service (provided that, for changes, we will seek to supplement such notice by email notice within the Service, or other means). Any such changes will not apply to any dispute between you and us arising prior to the date on which the Terms were changed. Your use of the BrainPro Service following any changes to these Terms will constitute your acceptance of such changes. If you do not wish to continue using the BrainPro Service under the updated Terms, you may terminate your account by contacting us. The effective date set forth at the top of this document indicates when these Terms were last changed.
The parties agree that they shall be relying on the good faith of the other party to act in a commercially reasonable manner with respect to the entire agreement.
Other than as stated in this section or as explicitly agreed upon in writing between you and BrainPro, these Terms constitute all the terms and conditions agreed upon between you and BrainPro and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral. As noted above, other terms and conditions governing use of the BrainPro Service are incorporated herein by reference, including the following terms and conditions and the BrainPro Premium Promotional Offer Terms.
This Agreement, constitutes the entire and only agreement between Brainpro and the Client(you) regarding the subject matter hereof and there are merged herein all prior and collateral representations, warranties, promises and conditions. Any representation, warranty, promise, guarantee or condition not incorporated herein shall not be binding upon the parties unless in writing signed by an authorized official of BrainPro and the Client.
Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by BrainPro or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive BrainPro's or the applicable third-party beneficiary's right to do so.
This offer (the "90-Days Free Trial Offer"), which is made to you by BrainPro (as defined in the BrainPro Terms and Conditions of Use), entitles you to access the BrainPro Premium Service (as defined in the BrainPro Terms and Conditions of Use) for a period of ninety (90) days from the moment that you activate such trial period by submitting your payment details (the "Free Trial Period"). By submitting your payment details, you (i) accept the 90-Days Free Trial Offer, (ii) consent to us using your payment details in accordance with our Privacy Policy, (iii) acknowledge and agree to BrainPro Terms and Conditions of Use and these 90-Days Free Trial Offer Terms and Conditions, ( iv)consent to us using your payment details for the PPC charges associated with your account. If you decide that you do not want to become a paying user of the BrainPro Premium Service, you have to cancel your subscription to the Premium Service, prior to the end of your Free Trial Period. Otherwise, at the end of your Free Trial Period, you will automatically become a paying user of the BrainPro Premium Service, and the credit card you provided will automatically be charged the BrainPro Premium subscription fee each month, until you cancel your Premium Service subscription. If you wish to cancel your Premium Service subscription after the end of your Free Trial Period, you may do so by following the instructions above. There are no refunds or credits for partial monthly subscriptions. If BrainPro increases the monthly fee in the future, we will provide you notice. Price changes will take effect at the start of the next subscription period following the date of the price change. By continuing to use the BrainPro Service after the price change takes effect, you accept the new price. You may only use this 90-Days Free Trial Offer once. If you have subscribed to the Premium or Unlimited service or have taken a 30-day free trial offer, 60-day free trial offer, or 90-day free trial offer previously, you are ineligible for this 90-Days Free Trial Offer. A limited number of 90-Days Free Trial Offers are available, while supplies last. This 90-Days Free Trial Offer expires and must be redeemed before the date advertised. BrainPro reserves the right to earlier terminate this 90-Days Free Trial Offer at any time and for any reason. After such time of termination, BrainPro shall not be obligated to redeem any further 90-Days Free Trial Offers.