The software hosted at mlos.io and https://braintoy.ai (collectively the “Website”) is a legally protected copyrighted work belonging to Braintoy Inc. (“Braintoy”) that is a company incorporated in Canada and is headquartered in Calgary. By clicking “Sign Up”, “Free Trial”, “Sign In” or and entering or otherwise using our Website, you agree to and accept these terms and conditions. You also agree to and accept our Notice of Privacy Practices, which describes how we use the information you provide Braintoy and is incorporated into these terms and conditions by reference. Read these terms of use and Notice of Privacy Practices carefully as you are agreeing to be bound by them.

​​TOGETHER THESE TERMS AND CONDITIONS AND THE NOTICE OF PRIVACY PRACTICES CONSTITUTE YOUR SERVICE AGREEMENT (“AGREEMENT”) WITH BRAINTOY. THIS AGREEMENT SETS OUT THE LEGALLY BINDING TERMS FOR YOUR USE OF OUR WEBSITE, ANY MEMBERSHIP YOU MAY ESTABLISH ON THE SITE, AND YOUR PURCHASE, POSTING OR USE OF ANY PRODUCTS OR SERVICES OFFERED ON THE SITE. BY ACCESSING AND/OR USING THE WEB SITE, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT AND TO ABIDE BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU MAY NOT ACCESS OR USE THIS WEBSITE, BECOME A BRAINTOY MEMBER, OR ACCEPT THIS AGREEMENT UNLESS YOU ARE THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE. IF YOU DO NOT AGREE WITH ALL PROVISIONS OF THIS AGREEMENT, PLEASE DO NOT ACCESS AND/OR USE THE WEB SITE, SIGN UP FOR MEMBERSHIP, POST OR PURCHASE PRODUCTS OR SERVICES THROUGH THE WEB SITE.

1. Account

1.1 Account Creation. To use certain features of the Website (e.g., purchasing products and services (referred to collectively as “Products” herein) from the Website), you must register for an account with Braintoy (“Account”) and provide certain information about yourself as prompted by the Website registration form. By registering for an Account, you represent and warrant to us that you are at least 18 years of age (or have taken the permission from your guardian), and have the legal capacity to enter into this Agreement; all required registration information you submit is truthful and accurate, and that you will maintain the accuracy of such information; any data that you upload into the trial subscription is not confidential and that you have full right and authorization to upload the data; by purchasing any Products, goods or services contained on the Website, or otherwise using the Website, you are not breaching any other agreement or obligation or any provision of any law or regulation, and; you accept full responsibility for all charges, duties, fees, and taxes and any other financial liability resulting from your use of Website under your name or Account, as well as all use of others using your name or Account on Website. You accept that Braintoy may suspend or terminate your Account in accordance with Section 11.

1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information. You are fully responsible for all activities that are associated with your Account (including but not limited to any purchases, use of the Website, or correspondence from your account to Braintoy). You agree to immediately notify Braintoy of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. When you provide Braintoy with such notice, Braintoy will suspend or otherwise secure your Account to prevent future unauthorized activity.

2. Terms of Sale

2.1. Products and Pricing. All Products or services listed on the Website are subject to change, as is Product information, pricing, and availability. Braintoy reserves the right, at any time, to modify, suspend, or discontinue any Website feature or the sale of any Product with or without notice. You agree that Braintoy will not be liable to you or to any third party for any modification, suspension, or discontinuance of any Website feature or Product. In the event a Product is listed at an incorrect price or with incorrect information, Braintoy shall have the right, prior to the acceptance of your order (as described in Section 2.2 below), to decline or cancel any such orders, whether or not the order has been confirmed and/or your credit card or PayPal account charged. If your credit card or PayPal has already been charged for the order and we cancel your order, we will issue a credit to your credit card account or PayPal account in the amount of the charge.

2.2 Payment Terms. For each Product you order on the Website, you agree to pay the price applicable for the Product as of the time you submitted your order (“Product Price”), the delivery fees for the delivery service you select (“Delivery Fees”), and any applicable Taxes (defined below). Braintoy will immediately and automatically bill your credit card or PayPal account submitted as part of the order process for such amounts and you hereby authorize us to do so. You will be solely responsible for payment of all taxes (other than taxes directly imposed on Braintoy’s business activity in a province, such as income taxes), fees, duties, and other governmental charges, and any related penalties and interest, arising from the Product purchase (“Taxes”) not withheld by Braintoy. All payments are non-refundable (except as expressly set forth in Section 2.1 and 2.3). Without limiting other remedies, we reserve the right to charge a late fee on all past due payments equivalent to the lesser of one and a half percent (1.5%) per month (18% per annum) on the unpaid balance or the highest rate allowed by law. You agree to pay for all collection costs, legal fees, and court costs incurred in the collection of past due amounts.

2.3 Orders. Your receipt of an order confirmation from us does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline or cancel your order (in whole or in part) for any reason. We may require additional verification or information before accepting any order. Your order is not accepted until it is shipped (or a portion of the order is shipped). Notwithstanding the foregoing, you agree that, if we cancel all or a part of your order, your sole and exclusive remedy is that we (a) issue a credit to your credit card or PayPal account in the amount charged for the cancelled portion (if your credit card has already been charged for the order) or (b) not charge your credit card or PayPal account for the cancelled portion of the order.

2.4 PayPal Purchases. Orders placed using a PayPal account as a payment method will be processed upon submission, and funds may be transferred from your PayPal account immediately. This does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right to decline or cancel your order as defined in Sections 2.1. This Section does not alter or amend any other Sections of this Agreement.

2.5 Exchange or returns. Braintoy does not accept any exchanges or returns. Purchases, once made, are final unless expressly indicated otherwise at the time of purchase.

3. Website

3.1 License. Subject to the terms of this Agreement, Braintoy grants you a limited, non-transferable, non-exclusive, revocable license to access and make personal use of the services and features provided on the Website. This license does not include any resale or commercial use of the Website features or content, or the right to access or use the Website for any of the restricted purposes set forth in Section 3.2. Braintoy may terminate this license at any time for any reason.

3.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sublicense, reproduce, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or its content without the express written consent of Braintoy; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website; (c) you shall not access the Website in order to build a similar or competitive service or to download, copy or collect content or account information for the benefit of another merchant; (d) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without Braintoy’s express written consent; and (e) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information or content (including images and text descriptions) of the Website without Braintoy’s express written consent. Any future release, update, or other addition to functionality of the Website shall be subject to the terms of this Agreement.

3.3 Modification. Braintoy reserves the right, at any time, to modify, suspend, or discontinue the Website or any part thereof with or without notice. You agree that Braintoy will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or any part thereof.

3.4 Ownership. You acknowledge that all intellectual property rights in the Website, including our rights to copyrighted material, patents, industrial designs, trademarks, service marks, and trade secrets (“Intellectual Property”) (excluding any User Content) are owned by Braintoy and its licensors, and neither the limited license granted in Section 3.1, nor our provision of the Website under this Agreement shall transfer to you or any third party any rights, title or interest in or to such Intellectual Property. Braintoy reserves all rights not granted in this Agreement.

4. User Content

4.1 User Content. “User Content” of a Website user means any and all information and content that such user submits to Braintoy by any means, including through social media, or uses with the Website (e.g., a user profile or a feedback submission). You are solely responsible for your User Content. You assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby affirm, represent, and warrant that (i) you own, or have the necessary licenses, rights, and/or consents to use your User Content with the Website as described herein and (ii) your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Braintoy. Because you alone are responsible for your User Content (and not Braintoy), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Braintoy is not obligated to backup any User Content, makes no representation that it will do so, and you agree that Braintoy may delete User Content at any time.

4.2 License. By submitting your User Content or using it with the Website, you automatically grant, and you represent and warrant that you have the right to grant, to Braintoy an irrevocable, nonexclusive, royalty-free and fully-paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Website, Braintoy social media platforms or marketing initiatives. You agree to irrevocably waive (and cause to be waived) any claims and assertions of publicity or moral rights, or attribution with respect to your User Content.

4.3 Feedback. Braintoy will treat any feedback, communications, or suggestions you provide to Braintoy as non-confidential and non-proprietary unless you explicitly indicate otherwise in the applicable communication itself. Thus, in the absence of a written agreement with Braintoy to the contrary, you agree that you will not submit to Braintoy any information or ideas that you consider to be confidential or proprietary.

5. Acceptable Use Policy

5.1 You agree not to use the Website to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, industrial designs, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortuous, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libellous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.

5.2 In addition, you agree not to commercially exploit the Website or use it to (a) upload, install, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data, or any other computer programs; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, commercial electronic messages, including spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Website or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Website, other computer systems or networks connected to or used together with the Website, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Website.

5.3 Braintoy reserves the right (but have no obligation under this Agreement) to review any User Content, investigate, and/or take appropriate action against you, in our sole discretion, if you violate the Acceptable Use Policy or any other provision of this Agreement, including removing or modifying your User Content, terminating your Account in accordance with Section 11, and/or reporting you to law enforcement authorities. We may also remove or modify your User Content if it, in our sole judgment, violates the rights of, harms, or threatens the safety of any other person, or creates liability for us or any other person. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our business and members, we may access and disclose any information we consider necessary or appropriate, including your Account username and password, IP address and traffic information, usage history, and your User Content.

6. Third-Party Sites and Other Users

6.1 Third-Party Sites. The Website may contain links to, or advertisements for, third party websites (collectively, “Third-Party Sites”) (for example, social media sites such as Facebook, Twitter, or Pinterest). Such Third-Party Sites are not under the control of Braintoy and Braintoy is not responsible for any Third-Party Sites. Braintoy provides links to these Third-Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Sites. You agree that you use all Third-Party Sites at your own risk. When you link to a Third-Party Site, the applicable service provider’s terms and policies, including privacy and data gathering practices govern. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any Third-Party Site.

6.2 Other Users. Each Website user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Website users are solely between you and such user. You agree that Braintoy will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Website user, we are under no obligation to become involved.

6.3 Release. You hereby release us, our officers, employees, agents, affiliates, subsidiaries, parents, joint ventures, successors and any other companies under common control with us from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that are either directly or indirectly related to or arise out of any interactions with or conduct of other Website users or Third Party Sites.

7. Disclaimers

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES AND THE EXCLUSION OR LIMITATION OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS BELOW MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

THE WEBSITE AND PRODUCTS ARE PROVIDED “AS-IS” AND AS AVAILABLE AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR COLLATERAL, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE LAW REQUIRES IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE PRODUCTS, THEN ALL SUCH WARRANTIES AND CONDITIONS ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF PURCHASE.

BRAINTOY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THIS SITE AND BRAINTOY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. IF A SUPPLIER PROVIDES AN EXPRESS WARRANTY, THAT WARRANTY IS BETWEEN YOU AND THE SUPPLIER AND NOT BRAINTOY. NOTWITHSTANDING THE FOREGOING, IF A SUPPLIER OF A PRODUCT PROVIDES A WARRANTY FOR THE PRODUCT AND ALLOWS US TO PASS IT THROUGH TO YOU, WE WILL PASS IT THROUGH TO YOU.

8. Limitation on Liability

​IN NO EVENT SHALL BRAINTOY, OUR OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, PARENTS, JOINT VENTURES, SUCCESSORS AND ANY OTHER COMPANIES UNDER COMMON CONTROL WITH US BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE WEB SITE, PRODUCTS, OR THIRD PARTY SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WEB SITE, PRODUCTS AND THIRD-PARTY SITES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY CANADIAN DOLLARS (CA$50) AND (B) AMOUNTS YOU’VE PAID BRAINTOY IN THE PRIOR 12 MONTHS. UNLESS PROHIBITED BY APPLICABLE LAW, WE AGREE THAT ANY CLAIM BETWEEN US MUST BE BROUGHT WITHIN SIX (6) MONTHS.

THE LAWS OF SOME JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

9. Indemnity

You agree to indemnify and hold Braintoy, our officers, employees, agents, affiliates, subsidiaries, parents, joint ventures, successors and any other companies under common control with us harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Website or Products, (ii) your User Content, or (iii) your violation of this Agreement. Braintoy reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of Braintoy. Braintoy will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

10. Arbitration

Except where prohibited by applicable laws, you agree that any dispute or claim relating in any way to your use of any Product, or the Website or this agreement and including the validity thereof, will be resolved by binding arbitration rather than in court, except that you may assert claims in small claims court if your claims qualify.

For all disputes whether pursued in small claims court or arbitration, you must first give us an opportunity to resolve your claim by sending a written description of your claim to Braintoy Inc., attn.: Legal, legal@https://braintoy.ai. We each agree to negotiate your claim in good faith. If we are unable to resolve the claim within sixty (60) days after we receive this claim description, you may pursue your claim in arbitration. We each agree that if you fail to timely pay amounts due, we may assign your account for collection, and the collection agency may pursue, in small claims court, claims limited strictly to the collection of the past due amounts and any interest or cost of collection permitted by law or the Agreement.

Either you or we may start arbitration proceedings. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief.

10.1 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If a court or arbitrator determines in an action between you and us that this Class Action Waiver is unenforceable, the arbitration agreement will be void as to you.

You irrevocably submit to the personal and exclusive jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Braintoy. You hereby waive service of process in connection with any legal matters or proceedings pertaining to this Agreement, and agree that (to the extent permitted by applicable law) service at the address indicated in your Account information is proper service. Such service may be served by mail or e-mail, which shall be deemed full and complete service on you.

11. Term and Termination

Subject to this Section, this Agreement will remain in full force and effect while you use the Website. We may (a) suspend your rights to use the Website (as well as your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Website in violation of this Agreement or if we believe you are younger than 18. Upon termination of this Agreement, your Account and right to access and use the Website will terminate immediately. You understand that any termination of your Account may involve deletion of any User Content you may have posted. Braintoy will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 2.4, 3.2-3.4, 4, 5 and 7-13.

12. Intellectual Property

Braintoy respects the intellectual property of others and asks that users of our Website do the same. Except as authorized in Section 3.1 of this Agreement, you are not permitted access or use of any of Braintoy’s Intellectual Property without our prior written consent or the consent of such third party that may own intellectual property with respect to Products displayed on the web site. In connection with our Website, Products, and any services we offer, we have adopted and reasonably implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Website who are repeat infringers of intellectual property rights, including copyrights. If you believe that your work has been copied in a way that constitutes copyright infringement and wish to have the allegedly infringing material removed from our Website, the following information in the form of a written notification must be provided to Braintoy:

  • ​your physical or electronic signature;
  • identification of the copyrighted work(s) that you claim to have been infringed;
  • identification of the material that you claim is infringing and that you request us to remove;
  • sufficient information to permit us to locate such material;
  • your address, telephone number, and e-mail address;
  • a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that any misrepresentation of material fact (falsities) in a written notification may subject the complaining party to liability for any damages, costs and legal fees incurred by us in connection with the written notification and allegation of copyright infringement.

The Copyright Agent for Braintoy is:

E-mail: legal@https://braintoy.ai

Attn: Amit Varma

​​13. General

​​13.1 Changes to our Terms. This Agreement is subject to occasional revision, and if we make any material changes we will post notice of the changes on our Website. These changes will be effective immediately. Continued use of our Website following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by any revision of this Agreement.

13.2 Governing Law. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the Province of Alberta, Canada as such laws apply to contracts performed entirely within Alberta without regard to the conflict of laws provisions thereof. All disputes hereunder shall be resolved in the courts in the City of Calgary. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail or electronic and waive any jurisdictional or venue defences otherwise available without reference to conflict of laws principles.

​You hereby waive service of process in connection with any legal matters or proceedings pertaining to these Terms of Use, and agree that (to the extent permitted by applicable law) service at the address indicated in your Account is proper service. Such service may be served by mail or e-mail, which shall be deemed full and complete service on you.

The parties may exclude the application of this Convention or, subject to Article 12, derogate from or vary the effect of any of its provisions.

13.3 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Website and the purchase of any Products on our Website. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Braintoy’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon and enure to the benefit of successors and assignees.

13.4 English Language. It is the express wish of the parties that this Agreement be drafted in English. Les parties aux présentes ont expressément demandé que ces modalités d’utilisation du site web soient rédigés en anglais.

14. Offers, Promotions, and Customer Credits

Braintoy may from time to time and in its sole discretion make available special offers and promotions to its members, including offers and promotions that provide an opportunity for members to receive store credits, coupons, prizes, or benefits, (for example, referral credits issued to customers for referring others to Braintoy). Any such offers and promotions will expire on the dates specified in the offer or promotion and will be subject to any additional terms and conditions presented at the time of the offer. Credits, coupons, prizes, or benefits shall specify the terms that apply to their use and redemption and those terms shall apply. Credits, coupons, prizes, and benefits may not be combined with any other offers or promotions. We reserve the right at any time with our discretion, and without prior notice, to discontinue any offer or promotion or to add or change the offer and promotion terms or conditions, including changing expiration periods or credit values for existing or future credits. Referral credits cannot accrue until or unless the referred customer completes a purchase on the Website and all other conditions of the relevant promotion have been met.

Credits are only for use on Products available for purchase on the Website and may not be used for the purchase of gift cards or services. Credits are promotional in nature without any exchange of money or value from you. Credits are not transferable to other accounts and as such, credits do not constitute property and you do not have a vested property right or interest in the credits.

Braintoy reserves the right to suspend or terminate your Account if it believes is engaged in fraudulent, illegal, or inappropriate conduct in relation to any offers or promotions, including without limitation, using multiple user accounts or email addresses to meet promotion or offer requirements, using false names, impersonating others, sharing personal information of others, including email addresses or mobile phone numbers, without consent, or engaging in any other fraudulent or misleading conduct. You agree to forfeit any credits, coupons, prizes, or benefits as a result of any fraudulent, illegal, or inappropriate conduct. Braintoy reserves the right to void any such credits, coupons, prizes or benefits granted if it suspects that these were derived in a fraudulent manner, a manner that violates this Agreement or the terms of the offer or promotion, or in a manner otherwise not intended by Braintoy. In addition, any fraudulent, illegal, or inappropriate conduct in relation to any offers or promotions, may subject you to liability for civil and/or criminal penalties under applicable law. If Braintoy terminates an Account for any reason, any credit balances in that user account will be cancelled, except as prohibited by applicable law. Such balances are determined by Braintoy and such determination is final.