1. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS AND CONDITIONS. This website BrainySearch.com (the "Site") is a wholly owned subsidiary of the Nutomi Company (the "Company") is offered to you, (the "User"), conditioned on your acceptance without modification, of the terms, conditions, and notices contained in this agreement and any operating rules, policies, and procedures that may be published from time to time on this website by the Company (collectively, the "Terms"). The following Terms govern your access to and use of the Site and any information, products, software, programs, services and features to which they refer (collectively the "Services"). Your use of the Site constitutes your agreement to all such Terms. Please read the Terms in its entirety.

If User is using the Site or Services on behalf of User's employer, User represents that it is authorized to accept these Terms on its employer's behalf. Unless explicitly stated otherwise, the Terms will govern the use of any new features that augment or enhance the current Services, including the release of new the Company resources and services. In the case of any violation of these rules and regulations, the Company reserves the right to seek all remedies available by law and in equity for such violations. These rules and regulations apply to all visits to the Site, both now and in the future.

User must be 18 years of age at the time of registration to be able to participate in the Services provided by the Company.

2. LINKS. The Site provides links to other websites or resources. User acknowledges and agrees that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. User agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources.

3. MODIFICATIONS TO THE SITE. The Company reserves the right to modify or discontinue all or part of the Site, temporarily or permanently, with or without notice to User, and is not obligated to support or update the Site. The amended Terms shall be effective immediately after they are initially posted on this Site. Users continued use of the Site after the posting of the amended Terms on the Site constitutes User's affirmative: (a) acknowledgement of the Terms and its modifications; and (b) agreement to abide and be bound by the Terms, as amended. User acknowledges and agrees that the Company shall not be liable to User or any third party in the event that the Company exercises its right to modify or discontinue all or part of the Site.

The Company also reserves the right to modify, change or edit the format, layout, position or the manner of which the results, listings, services, or urls are displayed with or without notice to the User. These rights include anything that is displayed on the User's web site that utilizes any code, program, javascript, graphics or html provided by the Company.

4. RESPONSIBILITIES. It is the User's responsibility to maintain the account logins in a safe place. The Company is not responsible if others gain access to your account, deplete funds, charge and/or change information in your account. It is your responsibility to maintain the integrity of your account.

5. SYNDICATION. By participating in the Services provided by the Company or Site, the User acknowledges and agrees to the participation in syndicating of it's entered content, listings and/or links to the Company's affiliates, partners, subsidiaries and its third party service providers.

6. ADVERTISING & DEPOSITS. Deposits made to the Company to participate in the Services or Programs such as advertising programs must be made in advance. Deposits can be made to the Company by a qualifying credit card. By electing to deposit funds to participate in the Services or Programs provided by the Company, the User warrants that all information submitted is true and accurate (including without limitation User's credit card number and expiration date) and User agrees to pay all fees User incur plus all applicable taxes.

Deposits and recurring service fees are payable in advance and are COMPLETELY NON-REFUNDABLE. User agrees that the Company may submit charges for your monthly (or annual) service fee each month (or year), without further authorization from the User until the User deactivates the recurring service or provides prior notice that the User has terminated this authorization. Such notice will not affect charges submitted before the Company reasonably could act on the notice. If the User has any questions regarding any charges that have been applied to your account, the User must contact the Company's Customer Service Department within 15 days of the charge date. Failure to use the User's account will not be deemed a basis for refusing to pay any charges submitted by the Company in accordance with this Agreement.

The User must promptly notify the Company of changes to: (a) the account number or expiration date of your designated card; (b) your billing address. The User must also promptly notify the Company if your card is canceled (e.g., for loss or theft).

The Company reserves the right to suspend or terminate the User's account, service, listing, advertisement or program without notice upon rejection of any card charges, depleted accounts or if your card issuer (or its agent or affiliate) seeks return of payments previously made to the Company when the Company believes you are liable for the charge. Such rights are in addition to and not in lieu of any other legal rights or remedies available to the Company.

7. PAYMENTS / COMMISSIONS. The Company pays Users participating in the Affiliate Program for qualified earned commissions with account balances of $50.00 USD or more per month. Users must meet the minimum balance of $50.00 USD in the affiliate account to receive a check. Checks are mailed within 15 business days of the beginning of the month. All funds are paid by check in U.S. Dollars.

To receive payment, a valid USA social security number or a federal tax id must be provided for all payments made to U.S. residents, U.S. corporations or U.S. citizens. The Company cross-references all SSNs to the "Pay To" name on the account. Payments will not be mailed until this requirement is properly satisfied. U.S. Law requires the Company to send out a Treasury Form W-1099 if the Member has accumulated commission earnings of $600.00 USD or more. Users must not be a citizen, national or resident of, and not under the control of, the government of: Cuba, Iran, Sudan, Iraq, Libya, North Korea, Syria, nor any other Country to which the United States has prohibited export.

8. REMOVALS, TERMINATION & FRAUD. The Company reserves the right to reject, decline or remove any listing, service, program or access at its discretion. Users represent and warrant that all information provided and/or traffic sent to the Company, does not violate any law or regulation; does not produce or encourage artificial traffic or click-throughs; does not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; does not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; is not false or misleading; and/or is neither defamatory, libelous, slanderous or threatening.

The Company reserves the right to terminate and/or discontinue in part or in full the Services or Programs provided to the User at anytime with or without notice and with or without cause by the User. Termination of account includes, but not limited, to any fraudulent activities, fraudulent traffic, illegal content, copyright infringement, spamming, incentive based programs, artificially generated click-throughs, and unsuitable content.

Termination of User will forfeit any funds, commissions, deposits, charges and/or balances in User's account.

9. INTELLECTUAL PROPERTY RIGHTS. User acknowledges that content, including but not limited to policy information, text, software, programs, graphics, the arrangement of text and images, commercially produced information, and other material contained on the Site ("Content"), is protected by copyright, trademarks, service marks, patents or other proprietary agreements and laws and User is only permitted to use the Content as expressly authorized by the Company.

10. PRIVACY POLICY. The Company is committed to protecting the privacy of our online visitors and Users. The Company uses the information collected to verify your identity, help protect Users against fraud, update the User about account information, target and personalize services and content that we display to the User and visitor on sites throughout the Company's Network including it's partners, subsidiaries and affiliates. The Company will NEVER disclose personally identifiable information except when we have your permission or under special circumstances, such as when we believe in good faith that the law requires its use. The Company may choose to provide aggregate demographic information about you to third-party such as Sponsors for statistical purpose only.

11. INDEMNIFICATION. User will defend, indemnify and hold harmless the Company and its affiliates, directors, officers, employees, proprietors, independent contractors, consultants, partners, shareholders, representatives, customers, agents, predecessors, successors, and permitted assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to: (a) acts or omissions by User arising out of or in connection with this Agreement; (b) intentional or negligent violations by User of any applicable laws or governmental regulation, (c) contractual relations between the User and a third party; or (d) infringement of intellectual property rights including, but not limited to, rights relating to patent and copyright.

User acknowledges that the Company has no control over the content of information transmitted by User or User's customers and that the Company does not examine the use to which User or User's customers put the Services or the nature of the information User or User's customers send or receive. User agrees not to transmit and to prohibit its users from transmitting content that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, or contains explicit or graphic descriptions or accounts of sexual acts. User hereby indemnifies and holds harmless the Company, its stockholders, officers, directors, employees and agents from any and all loss, cost, damage, expense, or liability relating to or arising out of the transmission, reception, and/or content of information of whatever nature transmitted or received by User or User's users.

12. GOVERNING LAW/VENUE. This Agreement shall be governed by the laws of the State of California. Venue for any action hereunder shall be in Orange County, California. If a legal proceeding is commenced to enforce or obtain a declaration of rights under this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in the proceeding from the non-prevailing party, as well as any reasonable attorneys' fees and costs that the prevailing party incurred prior to commencing the proceeding.

DISCLAIMER OF WARRANTIES MEMBER/VISITOR EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT USER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, EVEN IF PROVIDER HAS BEEN ADVISED BY MEMBER OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IF PROVIDER'S SERVICE TO MEMBER IS DISRUPTED OR MALFUNCTIONS FOR ANY REASON, PROVIDER SHALL NOT BE RESPONSIBLE FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE, BEYOND THE FEES PAID BY MEMBER TO PROVIDER FOR SERVICES, DURING THE PERIOD OF DISRUPTION OF MALFUNCTION.