This Acceptable Use Policy (“AUP”) establishes certain rules and requirements pertaining to the use by customers (“Customers”) of the BRAINYAK, INC. d/b/a GutCheck (“GutCheck”) website, products, Research Service or any other offered services (collectively the “Services”).  This AUP may be amended at any time and such amendment or termination will be effective at the time GutCheck posts the revised AUP to its website.  This AUP is incorporated by reference into the definitive agreement, whether it is the GutCheck Terms of Service or a Master Services Agreement, between GutCheck and the Customer regarding such Services (“Agreement”).  Capitalized terms not defined in this AUP will have the meanings set forth in the Agreement.

1.     Compliance.
This AUP is intended to protect the users of GutCheck’s Services and the Internet community as a whole from improper, inappropriate, abusive, or illegal activity.  When using any GutCheck Services, all Customers must comply with this AUP and are expected to adhere to commonly accepted practices of the Internet community.  The prohibited uses described below are intended as minimum guidelines regarding improper and inappropriate conduct, and should not be interpreted as an exhaustive list.

2.     Prohibited and Unauthorized Uses.

2.1  The Services may only be used for lawful purposes.  Customer may not use the Services in any manner in violation of any applicable law or regulation.

2.2  The Services may not be used in a manner which purposely alters or forges any Customer identity, deceives any third party or impersonates any other party.

2.3 The Services may not be used to upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or that harms minors in any way.

2.4 The Services may not be used to upload, post, email, transmit or otherwise make available any content that Customer does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, patent, trademark, trade secret, copyright or other proprietary rights of any party).

2.5 The Services may not be used to violate system or network security including, but not limited to, by (i) gaining unauthorized access to any Customer account, network, system, computing facility, equipment, data or information, (ii) engaging in any activities that may interfere with the ability of others to access, use the Services or disrupt the servers or networks connected to the Services, (iii) unauthorized monitoring, (iv) launching any automated system, including, but not limited to “robots,” “spiders,” or “offline readers,” that sends more request messages to the servers running the Services in a given period of time than a human can reasonable produce in the same period by using a conventional browser, (v) using the Services in any manner that damages, disables, overburdens, or impairs any of GutCheck Services or interferes with any other party’s use of the Services, (vi) attempting to gain unauthorized access to the Services, or (vii) using the Services for any purpose or in any manner that is unlawful or prohibited by the GutCheck Terms of Service located at www.gutcheckit.com/terms-of-service.

2.6 Customer may not reproduce, create derivative works of, distribute, publicly perform or publicly display the Services or any portion thereof without GutCheck’s prior written consent. By way of illustration but not limitation, except as expressly permitted in this AUP or otherwise permitted by GutCheck in writing, Customer may not, directly or indirectly, transmit, download, upload, post in a way that is external to Customer’s organization, sell, rent, license, transfer outside Customer’s organization, disclose to anyone other than an employee or contractor of Customer who is obligated to maintain the confidentiality of the Services, reverse engineer, decompile, or disassemble any aspect of the Services, in whole or in part, in any form or by any means.

3.   Data Type.

Customer may provide certain data/information to GutCheck in accordance with the GutCheck Privacy Policy located at www.gutcheckit.com/privacy-policy.  Notwithstanding the foregoing, Customer will not upload any of the following types of information: (a) personal health information, (b) driver’s license numbers, (c) passport numbers, (d) social security, tax ID or similar numbers, or (e) bank, checking, credit card, debit card, or other financial account numbers.  Customer is solely responsible for compliance with all applicable data privacy and data protection laws in connection with its use of the Services.

4.   Account Security.

If Customer requests an account, that Customer will receive a password and account designation upon completing the Services account registration process.  Customer is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under that password or account.  Customer agrees to (a) immediately notify GutCheck of any unauthorized use of a Customer’s identifications, password, account or any other breach of security, and (b) ensure that Customer and/or its users exit from their account at the end of each session.  GutCheck is not liable for any loss or damage arising from a Customer’s lost password and account information.

5.   Responsibility for Customer Materials.

Customer is responsible for all Customer Materials uploaded, posted or transmitted via the Services.  As such, GutCheck does not guarantee the accuracy, integrity or quality of Customer Materials.  Under no circumstances will GutCheck be liable in any way for any Customer Materials, including, but not limited to, any errors or omissions, or for any loss or damage of any kind incurred as a result of the (i) uploading, posting, emailing, transmitting or otherwise making available any Customer Materials that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of an party, or (iii) use of any Customer Materials posted, emailed, transmitted or otherwise made available via the Services.

6.   Email Sending Compliance.

GutCheck expects its Customers to comply with the Gutcheck Terms of Service, all applicable laws and industry best practices in connection with their use of the Services, including, without limitation, permissioning and consent requirements pertaining to data acquisition and transmitting email and other communications, and compliance with the laws outlined below in this Section 6.  Customer is responsible for seeking its own legal counsel regarding its compliance with applicable laws and GutCheck shall not be liable for Customer’s failure to comply with applicable laws even if GutCheck has provided consulting and advice regarding deliverability.

6.1 Domestic National Compliance.  Customer agrees to adhere to the sender requirements and obligations under the CAN-SPAM act of 2003 and any successor thereto.  Customer agrees to adhere to all policies and laws related to copyright and trademark infringement, defamation, privacy, obscenity and child protective email address registry laws.  Additionally, Customer agrees to adhere to all regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law.

6.2 State Laws.  Customer also agrees to abide by any existing state laws regarding transmission of electronic communications including, but not limited to, those that specifically address sending email to minors.

6.3 International Compliance.  Customer agrees that sending email(s) to international countries will require it to abide by and comply with the “destination country” laws and other compliance requirements for commercial electronic transmissions.  For purposes of clarity GutCheck expects Customer to agree to the laws of the countries where the recipients of its transmissions are located when such transmissions are received.

6.4 Content (Line of Business) Performance Acknowledgement; Role-Based Email.  Customer acknowledges that certain forms of email content can cause deliverability issues, and Customer is entirely responsible for managing its email content.  Without limitation and by way of example only, messaging with content containing products and services that are illegal for minors to purchase have been known to be high in performance related issues.  Customer may not use the Services to send emails to role-based email addresses.

Although GutCheck has no obligation to review the content provided by Customer, GutCheck may still do so and may block or terminate any use of the Services GutCheck believes may be (or is alleged to be) in violation of the foregoing.

7.   Customer’s Responsibilities and GutCheck’s Rights.

Customer will cooperate with appropriate law enforcement and other governmental agencies and other parties involved in investigating claims of illegal or inappropriate activity.  If any Customer become aware of any violation of this AUP by any person, including, but not limited to, downstream customers, users, or third parties, GutCheck requires that such Customer notify GutCheck immediately at the following email address:  GutChecklegal@gutcheckit.com.  Customer agrees to indemnify GutCheck against any costs, claims, losses and damages (including legal fees) incurred by or awarded against GutCheck as a result of your misuse of this Web site or your breach of the AUP.

In addition to other remedies available pursuant to the governing services agreement with GutCheck, for any Customer account found to be in violation of this AUP, GutCheck may as its option, suspend or block your access to this Web site and refuse to provide you with any further access to it.  Customers are strictly responsible for all use of the Services in violation of this AUP.

This Acceptable Use Policy was last updated on September 15, 2016.