BEFORE YOU CHECK THE BOX AND CLICK ON THE “I ACCEPT” OR “I AGREE” BUTTON, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” OR “I AGREE” BUTTON OR USING THE BROOKLYN APP (THE “APP”) IN ANY MANNER (INCLUDING BY CREATING A USER PROFILE), YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE OUR SERVICES. WE RESERVE THE RIGHT TO CHANGE THE TERMS OF THIS AGREEMENT IN THE FUTURE AND ANY CHANGES WILL APPLY TO YOUR USE OF THE APP AFTER THE DATE OF SUCH CHANGE. AS USED IN THIS AGREEMENT “APP” REFERS TO THE BROOKLYN MOBILE APPLICATION AND THE CORRESPONDING WEBSITE.
1ACCEPTANCE OF TERMS

THRIVEWELL BCC LLC, a New York limited liability company (hereinafter referred to as “the Company”, “we”, “our” or “us”), provides the App, including all information (including User Account content), documents, communications, files, images/videos, text, graphics, software, software applications, products and services available through the App (collectively, the “Materials”) and all services (including the App) operated by us and third parties through the App (collectively, the “Services”), available for your use subject to the terms and conditions set forth in this document and any changes to this document that we may publish from time to time (collectively, the “Terms of Use” or “Agreement”).

We reserve the right to change the Terms of Use and other guidelines or rules from time to time at our sole discretion. Your continued use of the App, or any Materials or Services accessible through it, after such notice has been posted constitutes your acceptance of the changes. Your use of the App will be subject to the most current version of the Terms of Use, rules and guidelines. If you breach any of the Terms of Use, your authorization to use the App automatically terminates.

We further reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Materials and/or Services (or any part thereof) with or without notice. You agree that, unless we have agreed otherwise in writing, we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our App, Materials and/or Services (or any part thereof).

2DEFINED TERMS FOR APP CONTENT

All user-supplied content, information, materials, photos, files, communications, reviews, documents, text and videos, including information provided by users on their profiles, are referred to collectively as “User Content.” “Our Content” means all materials provided by us. We may refer to you – the user of this App – as “you” or “your/s” in this Agreement.

3USER ACCOUNTS

In order to access or to make use of the App, Materials and/or Services you may need to register and create a user account (an “Account”).

By using the App or setting up an Account you agree:

  1. That you will not use an Account that is created by another user;
  2. That you will supply only complete and accurate information in registering for an Account;
    • That you are solely responsible for the activity that occurs on and through your Account, that you will keep your Account password secure at all times, and that we will not be liable for your losses caused by any unauthorized use of your Account; and
      1. That if your Account has been compromised for any reason, you will immediately notify us of the security breach or unauthorized use of your Account.

We reserve the right to (a) take appropriate legal action against anyone who violates these Terms of Use; (b) in our sole discretion without notice and without limitation or liability, refuse, restrict access to or availability of, or terminate any user’s Account for any reason.

4PAYMENT TERMS

The App is made available for users both on a free-use basis and on a premium, paid-for basis. The premium App access offers numerous features that are not available in the App free-mode. Payment terms for the premium access is as stated on the App.

5INTELLECTUAL PROPERTY; LIMITED LICENSE

The Materials and Services on the App, as well as their selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials or Services on the App may violate such laws and these Terms of Use. Except as expressly provided herein, we do not grant any express or implied rights to use the Materials and Services. You agree not to copy, republish, frame, download, transmit, modify, assign, distribute, or create derivative works based on the App, its Materials, or its Services or their selection and arrangement, except as authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the App.

In addition to the Materials and Services offered by us, the App makes available or provides links to other products and services (including, for example, banking services) provided by third parties (collectively, the “Third Party Products and Services”). We offer no guarantees and assume no responsibility or liability of any type with respect to the Third Party Products and Services. You agree that you will not hold us responsible or liable with respect to the Third Party Products and Services or seek to do so, even if we happen to recommend a particular provider. You further understand and agree that all dealings with individuals and entities accessed, introduced or referred through the App is at your own risk. We are not obligated to screen or verify our App users and we make absolutely no representations whatsoever about the trustworthiness, credibility, honesty or competence of any App user or third party provider.

Except as expressly indicated to the contrary elsewhere on the App, you may use, view, and download Our Content and User Content subject to the following conditions:

  1. Our Content and User Content may be used solely for personal purposes.
  2. You may not commercially exploit or scrape any of the App content without express permission from us.
  3. Our Content and User Content may not be modified or altered in any way except by the user who submitted such content or by us.
  4. You may not remove any copyright or other proprietary notices contained in Our Content or User Content.
  5. We reserve the right to revoke the authorization to view, use and download Our Content and User Content available on the App at any time, and any such use shall be discontinued immediately upon notice from us.
  6. The rights granted to you constitute a license and not a transfer of title.

The rights specified above to view, use and download Our Content and User Content available on the App are not applicable to the design or layout of the App. Elements of the App are protected by trade dress and other laws and may not be copied or imitated in whole or in part.

6TRADEMARK INFORMATION

The trademarks, logos, and service marks, including “The Brooklyn App” trademark (the “Marks”) displayed on the App are the property of the Company or other third parties. You are not permitted to use the Marks without our prior written consent or the consent of such third party that may own the Mark.

7LICENSE TO US FOR USER CONTENT

The App accommodates User Content, such as user profiles and other content that you load onto the App. By submitting User Content to any area of the App you grant us the following type of license: a perpetual, worldwide, royalty-free, non-exclusive license to modify, reproduce, distribute and publicly display such User Content for the purposes for which such User Content was uploaded. You further agree and hereby authorize us to use your User Content for purposes of promoting the App or any other application owned or licensed by us. You agree that you will not submit any User Content that is in any manner infringing, untrue, or defamatory. Before submitting content or links from other applications or websites you agree to review such sites’ or apps’ terms and conditions to ensure that your activity on our App does not violate such terms, and you agree to indemnify us to the extent that we are harmed because of your wrongdoing.

8DIGITAL MILLENNIUM COPYRIGHT ACT

We are committed to complying with U.S. copyright laws. The Digital Millennium Copyright Act (“DMCA”) provides a recourse for owners of copyrighted material who believe that their rights under U.S. copyright laws have been infringed online. Under the DMCA, copyright owners may contact the authorized agent of an Internet service provider to report alleged infringements of their protected works appearing on pages hosted by the service provider. Upon receipt of a properly filed complaint satisfying the requirements of the DMCA, we will remove or block access to the allegedly infringing material, and may terminate the user’s Account as provided in this Agreement. If a person believes in good faith that a notice of copyright infringement has been wrongly filed, such person may submit a counter-notice to us. In any event, we shall not be made a party to disputes over alleged copyright infringement.

If you are a copyright owner or an agent thereof and believe that any User Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, email address; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You may send the notification to _ _ _ _ _ _ _ _ _ _ _ _ supportdesk@thebrooklynapp.com_ _ _ _ _ _ _ _ _. It is our policy to terminate Accounts of repeat infringers in appropriate cases.

9PROHIBITED COMMUNICATIONS

You may submit only User Content to or through the App that is (a) owned by you, (b) submitted with the express permission of the owner or within the scope of the license to such content, or (c) in the public domain. As outlined in more detail below, you are prohibited from posting or transmitting to or from the App any unlawful, threatening, harassing, libelous, offensive, (including any offensive language or suggestive content, as determined by us), defamatory, obscene, or pornographic materials, including any nude photographs or images, or other materials that would violate any law or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity. Furthermore, if legal action is taken against us for your violations of these terms we will hold you liable for our losses resulting from your violation of these provisions or of applicable law, and you agree to fully indemnify us and to compensate us for any resulting losses and related legal costs incurred in defending ourselves because of your violation of these Terms of Use or applicable law.

More specifically, you understand that you are entirely responsible for the content of, and any harm resulting from, your User Content. When you create, upload or make available your User Content, you thereby represent and warrant that:

  • (a) the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your User Content does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights of any third party;
  • (b) you have fully complied with any third-party licenses relating to your User Content, and have done all things necessary to successfully pass through to viewers any required terms;
  • (c) your User Content does not contain any viruses, malicious code or other harmful or destructive content;
  • (d) your User Content is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable, libelous or slanderous, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
  • (e) your User Content does not violate any applicable child pornography law or otherwise intended to protect the health or wellbeing of minors;
  • (f) your User Content does not violate any applicable law;
  • (g) your User Content does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code designed to enable you or others to gather information through the App;
  • (h) your User Content does not contain any defamatory material;
  • (i) your User Content does not inundate the App with communications or other traffic suggesting no serious intent to use the App for its stated purpose; and
  • (j) your User Content does not otherwise violate, or link to material that violates, any provision of these Terms of Use or any applicable law or regulation.
10USER CONDUCT & PROHIBITED ACTIVITIES

You may not access or use the App for any other purpose other than that for which we make them available. In using the App, including all Services and Materials available through it, you agree to not engage in any prohibited activities. Prohibited activity includes, but is not limited to:

More specifically, you understand that you are entirely responsible for the content of, and any harm resulting from, your User Content. When you create, upload or make available your User Content, you thereby represent and warrant that:

  • (a) criminal or tortious activity;
  • (b) activities relating to the purchase of products or services in violation of applicable law;
  • (c) disrupting or interfering with the security of, or otherwise causing harm to, the App, or any Services, Materials, system resources, accounts, passwords, servers, or networks connected to or accessible through the App; and
  • (d) using the App in a manner inconsistent with any and all applicable laws and regulations.
11MANAGING CONTENT AND COMMUNICATIONS

We reserve the right but do not have the obligation to: (a) monitor the App for violations of these Terms of Use; (b) take appropriate legal action against anyone who, in our sole discretion, violates these Terms of Use; (c) in our sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s User Content or any portion thereof that may violate these Terms of Use or any policy of ours; (d) terminate and delete Accounts (including information stored in connection with accounts) without liability to you; and (e) to otherwise manage the App in a manner designed to protect our rights and the rights of others and to facilitate the proper functioning of the App. We make no representation that we will keep or save your User Content; all such content may be deleted by us in our sole discretion without liability. In addition, to the maximum extent permitted by law, we will have no liability related to User Content.

12WARRANTIES AND DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND US, THE APP, AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH IT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS; (II) THE USERS (INCLUDING SERVICE PROVIDERS) WITH WHOM YOU INTERACT THROUGH THE APP WILL BE HONEST, CREDIBLE OR UPSTANDING; (III) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, UPDATED OR ERROR-FREE; (IV) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; AND (V) ANY ERRORS IN THE SERVICES OR MATERIALS, OR ANY DEFECTS IN THE APP, ITS SERVICES OR M ATERIALS, WILL BE CORRECTED.

The use of the Services or the downloading or other use of any Materials through the App is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your system, loss of data, or other harm that results from such activities. We assume no liability for any virus or other similar software code that is downloaded to your mobile device from the App or in connection with any Services or Materials offered through the App. No information, whether oral or written, obtained by you from us or through or from the App shall create any warranty not expressly stated in these Terms of Use.

WE DO NOT TAKE THE RESPONSIBILITY OF SCREENING APP USERS (INCLUDING THIRD PARTY SERVICES PROVIDERS). ANY DEALINGS OR INTERACTIONS YOU MAY HAVE WITH OTHER USERS ARE AT YOUR OWN RISK. WE WILL NOT BE RESPONSIBLE FOR ANY HARM CAUSED TO YOU BY VIRTUE OF YOUR INTERACTION OR DEALING WITH ANOTHER APP USER, WHETHER YOUR INTERACTION WITH SUCH USER WAS IN-PERSON OR VIRTUAL.

13PERSONAL INFORMATION AND PRIVACY

You understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of the Company or others. Please refer to our Privacy Policy for more information about the manner in which we protect and use your information.

14LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY OR ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES OR ATTORNEYS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR UNDER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE APP OR ANY OF THE MATERIALS OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT ACTUALLY PAID, IF ANY, BY YOU TO US DURING THE 12-MONTH PERIOD PRIOR TO THE CLAIM.

15INDEMNITY AND LIABILITY

You agree to indemnify and hold the Company, and its subsidiaries, affiliates, officers, directors, agents, attorneys, partners and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (a) content you submit, post to, or transmit through the App, (b) your use of the App, (c) torts or damaged (whether physical or otherwise) caused by you, (d) your violation of these Terms of Use or any end user license agreement with us, (e) your violation of any rights of another person or entity, or (f) your violation of any applicable law, rule or regulation.

16GOVERNING LAW, JURISDICTION

This Agreement is governed in all respects by the laws of the State of New York without regard to conflict of laws provisions. SUBJECT TO THE REQUIREMENT TO SUBMIT TO ARBITRATION, BY ACCEPTING THIS AGREEMENT AND USING THE APP, YOU ACCEPT AND CONSENT TO THE PERSONAL JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS IN NASSAU COUNTY, NEW YORK. THE PARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES ARISING OUT OF THIS AGREEMENT OR THE USER’S USE OF THE APP OR THE SERVICES PROVIDED BY OR THROUGH THE APP. IN ADDITION, ANY CONTROVERSY OR CLAIM SHALL BE LITIGATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY (INCLUDING, BUT NOT LIMITED TO, BY MEANS OF CLASS ACTION LAW SUITS).

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO YOUR USE OF THE APP, THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF (COLLECTIVELY, “DISPUTES”) WILL BE SETTLED BY BINDING ARBITRATION BETWEEN YOU AND THE COMPANY, EXCEPT THAT EACH PARTY RETAINS THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF A PARTY’S COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS. AS NOTED ABOVE, YOU ACKNOWLEDGE AND AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND COMPANY OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. THIS “DISPUTE RESOLUTION” SECTION WILL SURVIVE ANY TERMINATION OF THESE TERMS. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES (THE “AAA RULES”) THEN IN EFFECT. THE ARBITRATION PROCEEDINGS SHALL TAKE PLACE IN NEW YORK, NEW YORK.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

17GENERAL

The Terms of Use and the other rules, guidelines, licenses and disclaimers accessible through the App constitute the entire agreement between the Company and you with respect to your use of the App. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by the Company to enforce or exercise any provision of these Terms of Use or related right shall not constitute a waiver of that right or provision.

Subscription Terms

These subscription terms are made part of the Terms of Use , and terms not defined in this document have the meaning ascribed to them in the Terms of Use. By subscribing to our Services, you agree to the following term.

Subscription. You may purchase either a month-to-month subscription or an annual subscription. The current subscription fee for a month-to-month subscription is $40 per month, plus applicable tax (if any). You will receive a 10% discount for an annual subscription. Subscriptions are recurring. This means that at the monthly or annual anniversary of your sign-up date (as the case may be), the subscription will automatically renew for the same period of time (either for subsequent one-month periods or for annual periods, as the case may be) and we will automatically charge your credit card on file for additional subscription terms, unless and until you terminate the subscription. Upon termination of your subscription, we will cease to renew your subscription for additional terms, but your subscription will continue for the remainder of the then current subscription term.

Brooklyn Chamber of Commerce Membership. Your subscription fee also covers your membership to the Brooklyn Chamber of Commerce, and such membership will continue for the duration of your subscription. Your membership is subject to the Brooklyn Chamber of Commerce membership terms. Please contact the Brooklyn Chamber of Commerce to obtain information about their membership terms and conditions.

Termination.

(a) You may terminate your subscription at any time and, upon such termination, we will not charge you for new subscription terms. Instead, the current subscription term will continue until its expiration but it will not renew. You may terminate the subscription by navigating to the “Subscription” tab and clicking the “Cancel” button. A termination of your subscription will terminate your membership with the Brooklyn Chamber of Commerce.

(b) We may terminate your subscription at any time and for any reason, provided, however, that if we terminate your subscription prior to the end of your paid-for subscription term for reasons other than your violation of our Terms of Use or your membership terms with the Brooklyn Chamber of Commerce, we will refund you on a prorated basis for the unused part of the subscription term.