ã 2011 CapitalLinkUSA
All Rights Reserved.
and/or using any of CapitalLinkUSA’s web sites, including
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
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”).
Websites are owned and operated by Capital Link Incorporated,
Ownership of Website, Copyrights,
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
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
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
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
the right, in its discretion, to suspend, change, modify, add
or remove portions of the Content available on the Websites at
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
reserves the right to monitor and record activity on the Websites,
including access to the Content.
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.
For purposes of these Terms of
Use and each Member Agreement, the following capitalized terms
shall have the respective meanings set forth below:
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.
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.
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
relating to Users’ use of the Websites and/or the Content).
Users by e-mail or by publishing details of those changes by including
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
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
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.
It is the desire of the parties that the provisions of each Member
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
a manner as to be effective and valid under applicable law.
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
conflicts with a provision of a Member Agreement, the provision
contained in the Member Agreement shall control.
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.
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.
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
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