Brainup School Transaction Terms

1. Introduction: These Transaction Terms between Admins and Members ("Transaction Terms") set out the terms which govern each transaction between an Admin and a Member (as defined below) on Brainup School.

2. Applicability of Transaction Terms: Each time an Admin/Member Transaction (as defined below) is initiated on Brainup School, these Transaction Terms will apply to the exclusion of any other terms which the Admin or Member may propose to each other, and these Transaction Terms will legally bind the Admin and Member participating in the Admin/Member Transaction. All terms set forth in Brainup School's Privacy Policy and Terms and Conditions are hereby incorporated by reference with the same force and effect as though fully set forth herein. To the extent there is any inconsistency between the terms within those documents and these Transactions Terms, the Transaction Terms shall prevail solely in relation to the Admin/Member Transaction.

3. Parties: The only parties to these Transaction Terms are the Admin and Member participating in the Admin/Member Transaction. Neither BRAINUP SCHOOL, INC., nor any of its subsidiaries or affiliates grant any rights in respect of, nor participate in, any Admin/Member Transaction, except that BRAINUP SCHOOL, INC., or any of its subsidiaries or affiliates may act as a payment intermediary in accordance with the Admin's or Member's instructions set out in Section 5 of these Transaction Terms.

4. Interpretation: In these Transaction Terms, defined terms have the following meanings:

1. "Brainup School" means the website, applications, and subdomains;
2. "Content" means any material uploaded to Brainup School by any User (as defined in Brainup School's Terms and Conditions, whether an Admin or a Member, including any photos, videos, audio (e.g., music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and other material whatsoever;
3. "Admin" means a User who has set up their Brainup School account as a creator account to post Content on Brainup School to be viewed by other Users;
4. "Member" means a User who subscribes to an Admin to view the Admin's restricted Content;
5. "Admin/Member Transaction" means any transaction between an Admin and a Member on Brainup School by which access is granted to the Admin's Content, including a Subscription;
6. "Member Payment" means (i) any and all payments made by a Member in respect of any Admin/Member Transaction; and
7. "Subscription" means a Member's subscription to an Admin's community.

5. Automatic Renewal Subscription and Payment Terms:

1. By entering into an Admin/Member Transaction, the Member agrees to pay the Member Payment applicable to the relevant Admin/Member Transaction in accordance with the pricing published on the communities' respective about page. The Member and the Admin participating in the Admin/Member Transaction authorize BRAINUP SCHOOL, INC., or any of its subsidiaries or affiliates to act as a payment intermediary and to collect, hold, and process the Member Payment, and to pay out the sums due to Admins.
2. Admins are solely responsible for determining (within the parameters for pricing on Brainup School) the pricing applicable to the Admin/Member Transaction and the Content to which a Member may be given access.
3. All prices appear in USD only.
4. To be able to enter an Admin/Member Transaction with a particular Admin, Members must have added a payment card to their account and then click the "Subscribe" button on the relevant Admin's community.
5. By entering into these Transaction Terms, the Member authorizes BRAINUP SCHOOL, INC., and any of its subsidiaries or affiliates to supply the Member's payment card details to a third-party payment provider, including Stripe, Inc., for the purpose of processing the Member Payment. These third-party payment providers are subject to separate terms and conditions, which may be modified by such third parties from time to time. Members agree and undertake to be bound by these third-party terms and conditions, which include Stripe's US Services Agreement and Connected Account Agreement. All Member Payments will be charged in USD. The Member's payment card provider may charge the Member currency conversion fees. BRAINUP SCHOOL, INC., has no control over currency exchange rates or charges imposed by the Member's payment card provider or ban, and BRAINUP SCHOOL, INC., and its subsidiary or affiliate companies will not be responsible for paying any charges or fees imposed by the Member's payment card provider or bank.
6. If a Member provides details of two or more payment cards, then if the Member tries to make a Member Payment from the first card and the card is rejected for any reason, then the other payment card will be used to collect the full Member Payment.
7. The payment provider will take (i) periodic payments from the Member's payment card for Member Payments which are Subscriptions; and (ii) immediate payments from Member's payment card for Member Payments other than Subscriptions. Members authorize and consent to each of these payments being debited using the Member's supplied payment card details.
8. Apart from free-trial Subscriptions, all Subscriptions to an Admin will automatically renew at the end of the relevant subscription period, except if the Member's payment card is declined, the subscription price for the Subscription has increased, or the Member has canceled the subscription.
9. Cancellation. Either Brainup School or Admin may cancel a Member's Subscription at any time for any reason (unless otherwise stated in an applicable promotional offer). In the event of cancellation by Brainup School or by Admin, all fees due to Admin up to the end of the then-current term renewal period at the time of cancellation shall remain payable to Admin. No refunds will be provided for partial billing periods, unless otherwise specifically stated in an applicable promotional offer. Upon cancellation, Member will retain access to Content through the end of the renewal period.
   
   Members may cancel their subscription by any of the methods below:
   • By clicking "cancel subscription" in the memberships tab of your user settings;
   • Contacting the Admin of the community via chat or support email; or
   • Contacting us at contact@brainup.school.
   SUBSCRIPTION PAYMENTS AUTOMATICALLY RENEW FOR INDEFINITE SUCCESSIVE RENEWAL TERMS FOR THE SAME PERIOD AS THE INITIAL TERM, UNTIL CANCELED BY THE MEMBER OR BRAINUP SCHOOL. IF A MEMBER WANTS TO STOP SUBSCRIBING TO AN ADMIN'S COMMUNITY AND THEREFORE STOP PAYING CONTINUING MONTHLY SUBSCRIPTION CHARGES, THE MEMBER MUST CANCEL THEIR SUBSCRIPTION BY CLICKING "CANCEL SUBSCRIPTION" IN THE MEMBERSHIP TAB OF THE MEMBER'S SETTINGS, CONTACTING THE ADMIN OF THE COMMUNITY TO WHICH THE MEMBER IS SUBSCRIBED, OR CONTACTING US AT contact@brainup.school. For free-trial Subscriptions, unless the Member cancels their Subscription for the Admin's community before the free trial ends, the Member will be charged for the first time after the specified free trial period ends and the Member will start an automatically renewing paid Subscription of the type associated with the particular free trial.
10. If a Member cancels a Subscription, the Member will continue to be permitted to view the relevant Admin's Content until the end of the subscription period in which the Member canceled, after which no further payments will be taken from the Member's payment card in respect of Subscriptions to that Admin's community (unless the Member chooses to pay for a new Subscription to that Admin's community), and the Member will no longer be able to view the relevant Admin's Content.
11. The Member agrees that the Member will not make unjustified requests for a refund in respect of any Admin/Member Transaction, or unjustified chargeback requests of the Member's payment card provider in relation to any Admin/Member Transaction.

6. License of Content: Once the Member has made the Member Payment for an Admin/Member Transaction, the Admin grants to the Member a revocable, limited license to access the applicable Content of that Admin to which the Admin/Creator Transaction relates (the "Relevant Content"). This license is non-transferable, non-sublicensable, and non-exclusive, and permits the Member to access and view the Relevant Content for the Member's private, personal, non-promotional, non-commercial use, on the Member's personal device and via a normal web browser (and to make a temporary copy of such Content only to the extent that this is an incidental and technical process forming part of the Member's accessing the Content (i.e., caching)), in accordance with Brainup School's Acceptable Use Policy.

7. Ownership of Content: The Member participating in the Admin/Member Transaction acknowledges and agrees that the license of the Relevant Content provided in Section 6 of these Transaction Terms does not result in the Member acquiring any rights in or to the Relevant Content, which rights shall be retained by the Admin of the Relevant Content.

8. Expiry of License: The license granted to a Member in relation to the Relevant Content will expire automatically without notice in the following circumstances:

1. if the Member Payment related to the Admin/Member Transaction was unsuccessful, or is charged back or reversed for any reason;
2. in respect of Subscriptions, at the end of the subscription period, unless the Subscription is configured to automatically renew;
3. if the Member's User account is suspended or terminated for any reason;
4. if the Member acts in breach of Brainup School's Acceptable Use Policy (whether in relation to the Relevant Content or at all);
5. if the Content is removed from the Admin's community; and
6. if the Member closes their Brainup School User account.

9. Cancellation and Refunds: Brainup School's policy is to not provide refunds. Brainup School lets Creators offer refunds to Members at their discretion. If you want a refund, you need to contact the Creator you purchased from directly, their support email should be on your receipt. Brainup School reserves the right to issue refunds, at its discretion, depending on circumstances. In most cases, Brainup School will not refund on behalf of Creators.

10. Obligations between Admin and Member: In respect of every Admin/Member Transaction:

1. the Admin and the Member participating in the Admin/Member Transaction agree to comply at all times with the Brainup School Acceptable Use Policy in relation to the Relevant Content, including when accessing, viewing, and interacting with it;
2. the Member participating in the Admin/Member Transaction agrees to make the Member Payment required to access, view, or interact with the Relevant Content, and agrees not to initiate a chargeback other than if the Member disputes the Admin/Member Transaction in good faith;
3. the Admin participating in the Admin/Member Transaction agrees to make the Relevant Content available to the Member once the Member has made the Member Payment applicable to the Relevant Content;
4. the Admin warrants that it possesses all necessary rights in and to the Relevant Content sufficient to license it to the Member in the territory in which the Admin will be uploading the Relevant Content, and has obtained any and all permission and consents needed to grant the license in Section 6 of these Transaction Terms;
5. the Admin is solely responsible for creating and uploading the Relevant Content, and the Admin provides no guarantees that it will continue to create and upload Relevant Content on an ongoing basis; and
6. unless there has been negligence or other breach of duty by the Admin, the accessing by the Member of the Admin's Content is entirely at the Member's own risk.

11. No Guarantees: The Member participating in the Admin/Member Transaction acknowledges that Admins may add and remove Content at any time from their Admin community, and that Admins have the discretion to decide what sort of Content to make available on their community. In addition, the Member participating in the Admin/Member Transaction acknowledges that there may be circumstances where it is not possible for the Member to access the Relevant Content to be provided under the Admin/Member Transaction, including:

1. if the Admin's account is suspended or deleted;
2. if the Member's account is suspended or deleted;
3. if the availability of all or any part of the Brainup School site is suspended or inaccessible; or
4. if the Admin is unable to create or upload Relevant Content in the future.

12. Terms Relating to Disputes: If there is a dispute between an Admin and a Member relating to an Admin/Member Transaction or these Transaction Terms, the Admin and Member agree that BRAINUP SCHOOL, INC., is under no obligation to become involved and that we will not be held liable for any such dispute. We are not liable for the relationship between the Admin and the Member, and we will not provide legal advice regarding such matters.