BRAINIFY

A note from Murray: Hey everyone. This page talks about our intent to share some of the proceeds of sale (if Brainify is ever sold) with our members. This is a difficult and complex thing to do – and it will be almost impossible to make everyone happy. Also, there is no good precedent for this so we don’t have a tried and true model to follow. Therefore, we are being explicit below in saying that we are not making any obligations on how this will come out or how we are going to do it. We will learn a lot along the way and will have to adjust our course as we do our learning. What we do promise is that we will bend over backwards to do the right thing. We fundamentally believe in the tremendous value that each member brings to a community such as this, and we fundamentally believe that that effort and contribution needs to be rewarded. That is exactly what we intend to do. The tough part is the “how”. Having said that, we do have a carefully thought out plan and we are going do everything we can to make that plan work. And if we find that parts of the plan run into roadblocks we will make new plans in the same spirit. The flexibility we need to have to be able to adjust the plan as we go along necessitates some really weaselly legal words that my favorite lawyer wrote for us. Read on if you dare J. Take care – Murray.

REPUTATION AND PROCEEDS DISTRIBUTION POLICY

The following Reputation and Proceeds Distribution Policy outlines the terms and conditions respecting your participation in and contributions to the Brainify community found on the Site, the assignment of reputation points by Brainify and Brainify’s intention in the event of a sale of Brainify by its current owners to distribute a portion of the net proceeds of such sale to Members in proportion to the number of reputation points held by each Member. You can and should also review: (a) Brainify’s Terms of Use, which outline your obligations when using the Site; (b) Brainify’s Privacy Policy, which outlines Brainify’s obligations and practices towards handling any personal information that you may provide to Brainify; and (c) Brainify’s Content Disclaimer, which describes the terms and conditions respecting Content made available on or through the Site. Capitalized terms used in but not defined in this Policy shall have the meaning attributed to such terms in Brainify’s Terms of Use.

Brainify is aware of the importance of developing a vibrant community of Members (the “Community”) on the Site. In furtherance of its desire to foster a strong Community, Brainify intends to recognize contributions made to the Community by Members by assigning reputation points to contributing Members and, in the event of a sale of Brainify by its current owners, by distributing a portion of the net proceeds of such sale to Members in proportion to the number of reputation points held by each Member.

The intention to share a portion of the proceeds of a sale of Brainify by its current owners with the Community forms the foundation on which Brainify was created. Brainify takes this intention very seriously and has tried to investigate and consider all of its inherent implications. However, there is little precedent available to guide Brainify in giving effect to its intention, and future events or circumstances unknown to Brainify at this time may make it difficult or impossible to fulfill this intention either in whole or part. As such, the intentions of Brainify with respect to the creation and assignment of reputation points to Members and the distribution of a portion of the net proceeds of a sale of Brainify by its current owners to Members in proportion to the number of reputation points held by each Member as stated in this Policy are just those—intentions. When the word “intends” is used in this Policy and in Brainify’s other policies, it means “genuinely plans but is under no obligation”, and other similar words such as “intended” and “intention” have a similar meaning. Nothing contained in this Policy or any of Brainify’s other policies or on this Site creates any obligations, legal, equitable or otherwise, of Brainify in favour of the Members or any one Member, the Community or any other person. The stated intentions of Brainify are subject to this Policy, the Brainify Terms of Use and all of Brainify’s other policies which are in force or may be in force from time to time. Users are strongly urged to read this Policy in its entirety for further information.

1. DELEGATION

At any time, Brainify and its management may choose to delegate, in whole or in part, the application of this Policy and the intended distribution of a portion of the net proceeds of a sale of Brainify by its current owners to the Members to an outside party or parties selected by Brainify, in its sole discretion. In particular, but without limiting the generality of the foregoing, Brainify may from time to time delegate the application of this Policy in whole or in part to a committee which may consist of representatives of Brainify, the academic community, the Community, the general public or a combination thereof. In the event of Brainify’s delegation to an outside party or party (the “Delegatees”), the Delegatees will be afforded all of the rights and protections of this Policy, and in the event of such delegation when “Brainify” is used in this Policy, where appropriate it should be read to include the Delegatees. Brainify intends to indemnify, insure and protect the Delegatees and any one of them to the fullest extent permitted by applicable law.

2. REPUTATION POINTS

1. In accordance with this Policy, Brainify intends to assign reputation points to Members primarily based on their activities on the Site, their contributions to the Community and the value that other Members place on those contributions. Member activities which are expected to result in the assignment of points to a Member may include, but will not necessarily be limited to, creating a Member Account and Member Name, linking to or adding new content to the Site that other Members determine to be of value, commenting on, ranking or rating Content on the Site and inviting or bringing new, contributing Members to the Site. A Member’s reputation points will be indicated on the Member’s Account, which will be updated periodically by Brainify. If a Member’s Account is terminated, then the Member will lose all reputation points associated with that Member Account.
2. Reputation points do not have any extrinsic value and may not be redeemed by a Member for any good or service, either directly from Brainify or from a third party. The assignment of reputation points does not create any contractual relationship, whether explicit or implied, or any other legal or equitable relationship between Brainify and a Member, Members or the Community. Furthermore, reputation points are not and should not be considered to be:
1. an obligation, whether legal, equitable or otherwise, of Brainify owed to a Member, Members, the Community or any other party;
2. a promise or other assurance of any future action on behalf of Brainify or any other party;
3. a right or document evidencing title to or an interest in property or profits;
4. a “security”, as defined in applicable securities laws; or
5. legal tender or currency.

3. ASSIGNING REPUTATION POINTS

1. Brainify intends to assign reputation points to Members based on Members’ contributions to the Community and the Site, with all such assignments being made in a fair, equitable and reasonable manner. Notwithstanding the foregoing, Brainify reserves the right, unilaterally and in its sole discretion and without notice, to allocate and re-allocate reputation points to or among Members.
2. The assignment, allocation and re-allocation of reputation points will be made solely by Brainify, in its sole discretion. Brainify intends to primarily assign reputation points by applying Brainify’s proprietary algorithm which takes into account the value placed by the Community on a Member’s contributions (the “Algorithm”), although it may also assign, allocate or re-allocate reputation points to Members by means other than the application of the Algorithm. Brainify anticipates that the Algorithm or other means by which Brainify assigns reputation points will change from time to time, and perhaps numerous times, and Brainify anticipates that such changes will be made to ensure that it assigns reputation points to Members fairly and equitably based on their contributions to the Site. However, notwithstanding this expectation, Brainify reserves the right to alter, amend or otherwise change the Algorithm or other means by which it assigns reputation points to Members for any reason whatsoever.
3. Brainify reserves the right to retroactively make any changes to the Algorithm or other means by which reputation points are assigned to Members or to reputation points that have already been assigned to Members. However, subject to the terms and conditions in this Policy, it is Brainify’s intention that changes made to the Algorithm or other means by which reputation points are assigned will generally not be applied retroactively except possibly in unusual or unique situations (including without limitation situations involving error, misuse or fraud), as determined by Brainify in its sole discretion.
4. It is Brainify’s intention to strive to treat Members fairly and equitably with respect to the assignment of reputation points. However, Brainify makes no guarantee that all Members will be treated fairly and equitably or will be perceived to be treated fairly and equitably.
5. Notwithstanding the application of any law or equitable principle or anything contained elsewhere in this Policy, Members will not have any right to appeal any decision made or action taken by Brainify with respect to this Policy, the assignment, allocation or re-allocation of reputation points or the distribution of a portion of the net proceeds of a sale of Brainify by its current owners to Members.
6. Brainify, in its sole discretion, may determine that a Member or a group of Members acting in concert are improperly, unfairly or fraudulently using the Site, the Community or the application of the Algorithm or other means by which reputation points may be assigned in order to receive more reputation points than the Member or Members would otherwise be fairly assigned in the spirit of measuring the value of their contributions to the Community. If Brainify makes such a determination, then it will be entitled but not required or obligated to unilaterally rescind all or some of the reputation points that were previously assigned to the Member or Members, cancel the Member Account or Accounts of the Member or Members and/or prohibit the Member or Members from accessing the Site or re-joining the Community in the future.

4. DISTRIBUTIONS OF PROCEEDS TO THE COMMUNITY

1. In the event that Brainify or substantially all of its assets (as determined in the sole discretion of Brainify) are sold, whether by way of direct purchase and sale, take-over, reverse take-over, merger or otherwise (a “Sale”), by its current owners Brainify intends to distribute a portion equivalent to 30% (the “Members’ Proceeds”) of the net proceeds of such Sale to the Community in proportion to the number of reputation points held by each Member (subject to the limitations, terms and conditions described in this Policy).
2. Notwithstanding the foregoing stated intention of Brainify to distribute the Members’ Proceeds, Brainify, in its sole discretion, will determine whether, how and when the Members’ Proceeds will be distributed to Members.
3. Brainify intends to determine the Members’ Proceeds to be distributed to the Community by:
1. taking the value of the gross proceeds of the Sale (whether such proceeds are in cash, securities, property or otherwise), as determined by Brainify in its sole discretion,
2. subtracting all costs incurred or to be incurred by Brainify in relation to the Sale, as determined by Brainify in its sole discretion and expected to include but not be limited to legal fees, accounting fees, brokerage fees,
3. multiplying the result by 0.3, and
4. subtracting all costs incurred or to be incurred by Brainify in relation to the distribution to the Members (or to a particular Member), as determined by Brainify in its sole discretion and expected to include but not be limited to legal fees, accounting fees, brokerage fees, escrow agent fees, general and administrative expenses, travel expenses, printing expenses and postage or courier expenses.

The determination by Brainify of the value of the Members’ Proceeds will be final and unappealable.

4. Once Brainify has determined the value of the Members’ Proceeds, Brainify intends to distribute the Members’ Proceeds proportionally among those Members that have been assigned reputation points. It is intended that in connection with the distribution of Members’ Proceeds, Brainify will pick a time before the closing of the Sale when it will “freeze” the assignment of reputation points to Members, and the reputation points held by each Member at such time will be used to determine the proportion of the Members’ Proceeds to be distributed to such Member.
5. Notwithstanding Brainify’s intention in the event of a Sale by its current owners to proportionally distribute a portion of the Members’ Proceeds to each Member holding reputation points, in the event that an amount to be paid out to a Member is too low to justify making the payout, as determined by Brainify in its sole discretion, then it is Brainify’s intention that such amount, along with similar low amounts that would have otherwise been paid out to other Members, will be given to a charity or charities chosen by Brainify or by the Community.
6. The specific means and logistics by which Brainify intends to distribute the Members’ Proceeds to Members will depend on the terms and conditions of the Sale and other factors which may be outside of Brainify’s control or discretion. In its simplest form, Brainify would distribute Members‘ Proceeds to Members by mailing a cheque or bank draft to each of them at the address that they provided when they created their Member Account on the Site. However, depending on the circumstances, Brainify may be required to or may decide to distribute Members’ Proceeds by some other means, such as setting up a trust or escrow account to manage and distribute the Members’ Proceeds to Members as determined by the trustee or escrow agent. In the alternative, if the proceeds of the Sale paid to Brainify are in securities or other property which for some reason cannot be distributed or liquidated for cash, then the distribution of the Members’ Proceeds may be delayed, drastically altered or impossible to implement. It is Brainify’s intention that, notwithstanding the means and timing by which the Members’ Proceeds are distributed to Members, if reasonably possible the Members’ Proceeds will be divided proportionally among those Members with reputation points at the time determined by Brainify.
7. If for any reason Brainify is unable to distribute a portion of the Members’ Proceeds to a particular Member, including without limitation if Brainify is unable to locate the Member or if Brainify is prohibited by the Member’s applicable local laws or is effectively prohibited due to cost and complexity from distributing a portion of the Members’ Proceeds to the Member, then Brainify will be entitled in its sole discretion to deal with such undistributable portion or portions of the Members’ Proceeds in any manner that it sees fit, including but not limited to paying the undistributable portion of the Members’ Proceeds into a charity chosen by Brainify or the Community or placing the portion of the Members’ Proceeds in trust or escrow to be held on behalf of the Members.
8. Brainify intends to treat every Member in the same manner under this Policy. However, notwithstanding this intention, Brainify reserves the right to treat Members differently under this Policy for any reason, including without limitation the application of applicable laws or due to disproportionate costs in distributing proceeds to certain Members.
9. This Policy and all of the terms and conditions stated herein, including without limitation Brainify’s stated intentions with respect to the proposed proportionate distribution of Members’ Proceeds to Members in proportion to their reputation points, are subject to all applicable securities, corporate and other laws, whether these laws are applicable directly to Brainify or are applicable to some or all Members as laws of the local jurisdiction of such Members. Any and all actions taken by Brainify pursuant to this Policy are intended to comply with all applicable laws.

5. MODIFICATIONS TO THIS REPUTATION AND PROCEEDS DISTRIBUTION POLICY

Brainify reserves the right, at its sole discretion, to modify or replace this Policy at any time. If the alterations constitute a material change to this Policy, Brainify will notify you by posting an announcement on the Site. What constitutes a "material change" will be determined at Brainify's sole discretion, in good faith and using common sense and reasonable judgment. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Site by you following such notification constitutes your acceptance of the terms and conditions of this Policy as modified.

6. EFFECTIVE DATE

This Policy is effective as of October 1, 2008.