Terms & Conditions

By accessing or using any of the Brimacomb & Associates, LLC dba Brimacomb, Club E or Brimacomb Capital, LLC dba Brimacomb Capital ("Brimacomb") Internet properties including, without limitation, www.Brimacomb.com, www.Brimacombcapital.com, www.ClubE.com mobile websites, microsites, mobile applications, Brimacomb profiles on social media sites and any other digital services or properties operated or used, and any others released by Brimacomb from time to time (collectively referred to as the "Brimacomb Sites") you agree to comply with and be bound by these Terms of Use ("Terms of Use"), Brimacomb Privacy Policy, Brimacomb Code of Conduct, and Brimacomb Copyright and Intellectual Property Policy (collectively, the “Brimacomb User Policies”). Please read these Terms of Use carefully as well as Brimacomb User Policies. If you do not agree to this Terms of Use or Brimacomb User Policies, you must immediately terminate use of Brimacomb Sites.

1. License Grant. Brimacomb Sites are owned by Brimacomb. You are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use Brimacomb Sites conditioned on your continued acceptance and compliance with these Terms of Use. You may use Brimacomb Sites and Brimacomb Content (as defined in Section 2) for your noncommercial personal use and for no other purpose. Brimacomb reserves the right to bar, restrict or suspend any user's access to Brimacomb Sites, and/or to terminate this license at any time for any reason. Brimacomb reserves any rights not explicitly granted in these Terms of Use.

2. Proprietary Rights. The content of Brimacomb Sites includes, without limitation, (i) Brimacomb's trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively "Brimacomb Marks"); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, including podcasts, and artwork, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through Brimacomb Sites (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as "Brimacomb Content"). Brimacomb Content is the property of Brimacomb, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected in all media now existing or hereafter developed, by law including, but not limited to, copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws, treaties, and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation, or dissemination of any Brimacomb Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from Brimacomb. For reprint requests, please contact Brimacomb . Any use of Brimacomb Marks without Brimacomb's express written consent is strictly prohibited. You may not alter, delete, obscure, or conceal any copyright or other notices appearing in Brimacomb Content, including any such notices appearing on any Brimacomb Content.

3. License Restrictions. Unless otherwise expressly stated in these Terms of Use or you receive Brimacomb's prior written consent, you may not modify, translate, create derivative works of, copy, distribute, market, display, remove or alter any proprietary notices or labels from, lease, sell, sublicense, clone, transfer, decompile, reverse engineer, or incorporate into any information retrieval system (electronic or mechanical), Brimacomb Sites, any Brimacomb Content, or any portion thereof. Further, you may not (i) use Brimacomb Sites for any unauthorized or illegal purpose or activity including, but not limited to, any activity to obtain or attempt to obtain unauthorized access to Brimacomb Sites, including Brimacomb Content; (ii) interfere with the proper working of Brimacomb Sites including, but not limited to, the transmission of any virus, worm, trap door, back door, timer, clock, Trojan horse, denial of service attack or other limiting routine, instruction or design; or (iii) interfere with any other person's use and enjoyment of Brimacomb Sites.

4. Your Acceptance; Revisions to Terms of Use. Brimacomb Sites are available only to individuals who can enter into legally binding contracts under applicable law. These Terms of Use constitute a legally binding agreement between you and Brimacomb regarding your use and access to Brimacomb Sites. By using Brimacomb Sites, you agree to the Terms of Use.

Brimacomb reserves the right to revise these Terms of Use at any time in its sole discretion by posting revised Terms of Use to Brimacomb Sites. Your use of Brimacomb Sites signifies your acceptance of all the terms and conditions contained within the Terms of Use posted at the time of your use. You will be responsible for regularly reviewing the Terms of Use posted to Brimacomb Sites. No revision to these Terms of Use, including to the Arbitration provision set forth in Section 23, shall apply to a controversy or claim of which had actual notice on or before the date of any such revision.

5. Brimacomb User Policies; Additional Terms and Conditions. Brimacomb User Policies, as well as other additional terms and conditions applicable to certain portions of Brimacomb Sites (collectively "Additional Terms and Conditions"), are incorporated herein by this reference. To the extent that there is a conflict between these Terms of Use and any Additional Terms and Conditions for the activity in which you choose to participate, the Additional Terms and Conditions shall govern.

6. Click-Through Agreements. Before using certain areas of Brimacomb Sites, you may be asked to indicate your acceptance of additional special terms and conditions by clicking a button marked "I Accept" "I Agree" "Okay" "I Consent" or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Agreement. To the extent there is a conflict between these Terms of Use and any Click-Through Agreement for the activity in which you choose to participate, the Click-Through Agreement will govern.

7. Personal Login Information. Certain features and areas of Brimacomb Sites are available only with registration, login, or a paid subscription. If you are required to register and select a unique login and password ("Personal Login Information"), you must keep your Personal Login Information confidential, including taking appropriate measures to maintain the confidentiality, such as logging off and closing the Internet browser, especially when you are connected to the Internet through an unsecured network or when using a public computer. Your Personal Login Information is personal to you and you may not allow any third party to use it under any circumstances. Brimacomb is not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of your Personal Login Information. You must contact Brimacomb immediately if you become aware of or believe there is or may have been any unauthorized use of your Personal Login Information, or otherwise wish to deactivate your Personal Login Information due to security concerns.

8. Privacy Policy. For information about Brimacomb's data protection practices and Brimacomb's use and protection of your personal information, please read Brimacomb's Privacy Policy which is incorporated into and made a part of these Terms of Use.

9. User Obligations. You warrant that you will abide by, without limitation, all applicable local, state, national, and international laws and regulations with respect to your use of Brimacomb Sites and not interfere with the use and enjoyment of Brimacomb Sites by other users or with Brimacomb’s operation and management of the Sites. You further warrant that your use of Brimacomb Sites and of any data input into or generated by Brimacomb Sites shall comply with all applicable laws, regulations, and ordinances. You agree and acknowledge that you are solely responsible for any liabilities, fines, penalties, or forfeitures occasioned by any such violations or lack of rights. You must, at all times, provide true, accurate, current, authorized, and complete information when submitting information or materials on Brimacomb Sites, including, without limitation, information required to be provided through an online Brimacomb registration form. If any false, inaccurate, untrue, unauthorized, or incomplete information is submitted by you, Brimacomb reserves the right to terminate your access and use of Brimacomb Sites. You warrant that you will not impersonate any other person or entity, whether actual or fictitious, when using Brimacomb Sites, or defame or otherwise harm any party through your use of Brimacomb Sites. Additionally, you agree to abide by the Brimacomb Code of Conduct.

In addition, you also agree that you will not use Brimacomb Sites to:

(a) upload, download, post, email, transmit or otherwise make available any content, including through any attachments thereto, that:

(i) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(ii) you do not have a right to make available under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(iii) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(iv) includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(v) includes any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(b) collect or store personal data of other users of Brimacomb Sites;

(c) intentionally disrupt or interfere, whether directly or indirectly, with Brimacomb Sites in any manner that may adversely affect Brimacomb or any user of Brimacomb Sites: and

(d) intentionally or unintentionally violate any applicable local, state, national or international law.

10. User-Generated Content. Brimacomb welcomes your views, comments and other communications, pictures, track back URLs, or videos on our Brimacomb Sites which may include discussion boards, blogs and other services that allow users to provide feedback, comment or content ("User- Generated Content"). By contributing User-Generated Content to any of Brimacomb Sites or social media profiles, users understand and acknowledge that this information is available to the public and grant Brimacomb a nonexclusive license to display, reproduce, transmit, modify such User-Generated Content and that Brimacomb may use the User-Generated Content for internal and external marketing purposes. You are solely responsible for the User-Generated Content you submit. If you believe any User-Generated Content infringes on your proprietary rights, contact Brimacomb as identified in these Terms of Use (see Section 14 below). Brimacomb does not approve, endorse, or adopt any User-Generated Content, and Brimacomb assumes no liability for any User-Generated Content submitted by you or others. You agree to indemnify Brimacomb against all claims and liabilities resulting from User-Generated Content. Users who do not wish to have information they have made available via these sites used, published, copied and/or reprinted, should not post on Brimacomb Sites. Please note that other participants may use posted information beyond the control of Brimacomb. All User-Generated Content is read at your own risk, and Brimacomb recommends that you not rely on the information or advice in any of these postings.

Brimacomb retains the right to remove any content for any reason, including but not limited to, content that it deems threatening, demeaning, profane, obscene, a violation of intellectual property rights or privacy laws, off-topic, commercial or promotion of organizations or programs, or otherwise injurious or illegal. Brimacomb also retains the right to ban or block a user from posting on Brimacomb social media profiles without notice for a pattern of inappropriate postings or as it deems necessary. All user content must comply with the Brimacomb Code of Conduct.

You acknowledge, consent and agree that Brimacomb may access, preserve and disclose your account information and the User-Generated Content you have posted if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in the sole opinion of Brimacomb to: (a) comply with legal process; (b) enforce this Terms of Use; (c) respond to claims that any User-Generated Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Brimacomb, its Users and the public.

11. Responsibility for Use of the Internet and Brimacomb Sites and Exclusion of Liability. Use of the Internet and Brimacomb Sites is solely at your risk and is subject to, without limitation, all applicable local, state, national and international laws and regulations. Unless expressly required by law, the does not guarantee the confidentiality or security of any communication or other material transmitted to or from Brimacomb Sites over the Internet or other communication network. Brimacomb shall not be obligated to correct or update Brimacomb Sites, Brimacomb Content, the User-Generated Content, and shall not be liable for omissions, typographical errors, or out-of-date information which may appear on Brimacomb Sites.

12. No Legal Advice and Disclaimer as to Accuracy of Information. The information contained in Brimacomb Sites and Brimacomb Content are for informational purposes only and may or may not reflect the most current legal developments; accordingly, information on Brimacomb Sites is not promised or guaranteed to be correct or complete, and should not be relied upon as such. As legal advice must be tailored to the specific circumstances of each case, nothing provided on Brimacomb Sites or Brimacomb Content should be used as a substitute for advice of competent counsel. The materials on Brimacomb Sites and Brimacomb Content do not constitute legal advice and do not necessarily reflect the opinions of Brimacomb or Brimacomb Board of Governors. You acknowledge and agree Brimacomb shall not be liable to you or any other party for any act or failure to act relating thereto, in addition to the limitation of liability claims contained in this Terms of Use.

13. Third Party Information. Brimacomb Sites may feature materials, information, products, and services provided by third parties. Any such information, including but not limited to articles, press clippings, opinions, advice, statements, services, offers, User-Generated Content (as defined below), or other information made available by third parties such as content providers and other users of Brimacomb Sites are those of the respective third party and not of Brimacomb or its affiliates. Brimacomb makes no representation with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, or reliability of such third-party materials, information, services, or products.

14. Notice for Claims of Intellectual Property or Copyright Infringement. Brimacomb respects the intellectual property of others, and, particularly as to User-Generated Content (as defined below) in comments, discussion boards or in other user contributed content, as applicable, we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to Brimacomb.(contact information below):

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

For notice of claims of copyright or other intellectual property infringement:

By mail:
Brimacomb
5320 W. 23rd Street

Suite 300

St. Louis Park, MN 55416

By email:
grow@brimacomb.com

15. Advertisers. Brimacomb Sites may contain advertisements. The inclusion of advertisements on Brimacomb Sites does not imply endorsement of the advertised products or services. Brimacomb shall not be responsible for any loss or damage of any kind incurred as a result of the presence of such advertisements on the Sites. Further, shall not be responsible or liable for the statements or conduct of any third-party advertisers appearing on Brimacomb Sites. You shall be solely responsible for any correspondence or transactions you have with any third-party advertisers.

16. Links to Third-Party Websites. Brimacomb Sites may provide links (including any link through an online banner advertisement) to other sites on the Internet for your convenience. These other sites are maintained by third parties over which Brimacomb exercises no control. The appearance of any such third-party links is not intended to endorse any organization, company, or product. If you decide to access any of the third-party sites linked to Brimacomb Sites, you do so entirely at your own risk. Brimacomb makes no representations or warranties with respect to any linked site. On such sites, you are subject to the various terms of services associated with using such sites, including, but not limited to, the third-party sites’ terms of use, privacy policy, copyright policy. For more information, consult the host website user policies.

Information (comments, photos, videos, etc.) you share with or post to Brimacomb social media profiles is also subject to the terms of service of the host sites and may be used by the owners of the host sites for their own purposes under the host site user policies.

17. Links to Websites, Content, Sharing of Content. Links posted by third parties to Brimacomb Sites and/or Brimacomb Content may not use Brimacomb trademark or logo and shall not suggest that Brimacomb promotes or otherwise endorses any third-party products, business relationships, services, causes, campaigns, websites, content, or information. Any links to any portion of Brimacomb Sites shall be the responsibility of the linking party. Brimacomb reserves the right to require any linking party to disable or remove any link that violates Brimacomb's policies, rights, or causes interruption or deterioration of Brimacomb Content.

Sharing of Content. You may download, copy, or embed Brimacomb Content and other downloadable items displayed on Brimacomb Sites for personal use only, provided that you maintain all copyright and other notices contained therein. Copying or storing of any Brimacomb Content for any purpose other than personal use is expressly prohibited without prior written permission from Brimacomb. To request this permission, please contact Brimacomb or the copyright holder identified in the copyright notice contained in Brimacomb Content. Brimacomb reserves the right to require any party sharing Brimacomb content to disable or remove the content should its use violate Brimacomb's policies, rights, or cause interruption or deterioration of Brimacomb Content.

18. Warranties Disclaimed. Brimacomb Sites and Brimacomb Content are provided "as is" and "as available." Neither Brimacomb, its affiliates, subsidiaries, employees, officers, members, or trustees nor any of its agents, representatives, suppliers, advertisers, contractors, promotional partners, or licensors (collectively "Brimacomb parties") provide any express or implied representation or warranty of any kind, including without limitation, any representation or warranty that (i) Brimacomb Sites or Brimacomb Content, or any results that may be obtained by you, are complete, accurate, reliable or non-infringing; (ii) access to Brimacomb Sites will be uninterrupted, timely, secure, or error free; (iii) the quality of any products, services, information or other material purchased or obtained by you through Brimacomb Sites will meet your expectations; or (iv) Brimacomb Content will remain unchanged or accessible on Brimacomb Sites. All warranties, express or implied, are disclaimed to the fullest extent permitted by law including, without limitation, any warranty of merchantability, fitness for a particular purpose, and/or non-infringement of intellectual property. You understand and acknowledge that your sole and exclusive remedy with respect to any defect in or dissatisfaction with Brimacomb Sites or Brimacomb Content is to cease using Brimacomb Sites and Brimacomb Content.

19. Exclusion of and Limitation of Liability. Brimacomb Parties shall not be liable, and disclaim any liability, for any claim, loss or damage, direct or indirect, including, without limitation, compensatory, consequential, incidental, indirect, special, exemplary or punitive damages of any kind whatsoever in connection with, as a result of, or arising (i) out of the use of or inability to use Brimacomb Sites and/or any Brimacomb Content; (ii) from any interruption in the availability of Brimacomb Sites and/or Brimacomb Content; (iii) from any loss of data and/or from any equipment failure; (iv) out of the procurement of substitute goods or services resulting from any problems with the goods, content and/or services purchased or obtained from Brimacomb Sites, or transactions entered into, through or from Brimacomb Sites; (v) from unauthorized access to or alteration of your transmissions or data; (vi) from statements or conduct of any third party on Brimacomb Sites; (vii) from any delay or failure of Brimacomb Sites arising out of causes beyond Brimacomb’s control; (viii) out of the use of, reference to, or reliance on, Brimacomb Content; (ix) out of any third party materials, information, products and services contained on, or accessed through, Brimacomb Sites (x) out of any content, materials, accuracy of information, and/or quality of the products, services or materials provided by or advertised on third party websites; or (xi) out of any other matter relating to Brimacomb Sites or Brimacomb Content.

In the event you are dissatisfied with, or dispute, these Terms of Use, Brimacomb Sites and/or Brimacomb Content, your sole right and exclusive remedy is to terminate your use of Brimacomb Sites, even if that right or remedy is deemed to fail of its essential purpose. You confirm that Brimacomb has no other obligation, liability or responsibility to you or any other party.

20. Exclusions permitted by law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the above limitations in Sections 18 and 19 which are lawful in your jurisdiction will apply to you and Brimacomb's liability will be limited to the maximum extent permitted by law.

21. Indemnification. To the fullest extent permitted by law, you shall defend, indemnify, and hold harmless Brimacomb Parties from and against all claims arising from or in any way related to your use of Brimacomb Sites and/or Brimacomb Content, a violation by you of these Terms of Use or Brimacomb Code of Conduct, or any other actions connected with your use of Brimacomb Sites and/or Brimacomb Content, including any liability or expense, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys fees. Brimacomb will provide prompt written notice of any such claims, but failure to provide such notice will not release you from any of your obligations pursuant to this Section except to the extent that you are actually prejudiced by such failure, and will not relieve you from any other liability that you may have to Brimacomb Parties other than under this Section.

22. Term and Termination. These Terms of Use will take effect at the time you begin using Brimacomb Sites. Brimacomb reserves the right, with or without notice, at any time, and for any reason to deny you access to Brimacomb Sites or to any portion thereof, and to terminate these Terms of Use. These Terms of Use will terminate automatically if you fail to comply with the terms set forth herein. You may terminate these Terms of Use at any time by ceasing to use Brimacomb Sites, but all applicable provisions of these Terms of Use will survive such termination. Upon termination, you must destroy all copies of any portion of Brimacomb Sites, including any Brimacomb Content, in your possession.

23. Arbitration; Venue. Any controversy or claim (“Claim") you have arising out of or relating to these Terms of Use shall be resolved by a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes. Any such Claim shall be brought solely by you as an individual and not as part of, or as a representative of, a class. The arbitration shall be held in Chicago, Minnesota. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. The courts of the State of Minnesota and/or the United States District Court for the District of Minnesota shall have exclusive jurisdiction and venue over (i) any action concerning the enforcement of an arbitration award, or (ii) if arbitration is not permitted by law, then any Claim you have arising out of or relating to these Terms of Use. You agree to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts and you will not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OF USE. Brimacomb reserves all rights and remedies available to it, in law or equity, with respect to any matter relating to these Terms of Use.

Neither party consents or agrees to any arbitration on a class or representative basis, and the arbitrator shall have no authority to proceed with an arbitration on a class or representative basis. No arbitration will be consolidated with any other arbitration proceeding without the consent of all parties. Any claim or controversy as to the enforceability of this arbitration provision’s restriction on your right to participate in or pursue a class action or classwide arbitration shall be brought only in the United States District Court for the Northern District of Minnesota or any State of court located in Cook County, Minnesota.

24. Governing Law. These Terms of Use and all matters regarding your use of Brimacomb Sites shall be governed by, construed in accordance with, and enforced under the laws of the State of applicable to contracts made and executed and wholly performed in the State of Minnesota, without regard to choice of law principles. Neither the Uniform Computer Information Transaction Act nor the United Nations Convention on Contracts for International Sale of Goods apply and their applicability is expressly excluded. Printed copies of any and all agreements and/or notices in electronic form shall be admissible in any legal, investigative or regulatory proceedings.

25. Waiver and Severability. The failure to exercise or enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent of the law, and all other provisions shall remain in full force and effect.

26. Complete Agreement. These Terms of Use, together with any revision, any Additional Terms or Conditions incorporated by reference, and any Click-through Agreement, constitutes the entire agreement between you and the relating to Brimacomb Sites and its use by you, and supersedes any previous written or oral communication regarding use of Brimacomb Sites.

27. Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of Brimacomb Sites must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.

28. Use of Websites and Content outside of the United States. Brimacomb makes no claims regarding access or use of Brimacomb Sites or Brimacomb Content outside of the United States. If you use or access Brimacomb Sites or Brimacomb Content outside of the United States, you do so at your own risk and are responsible for compliance with the laws and regulations of your jurisdiction as well as these Terms of Use.

29. Social Media Non-Endorsement. Brimacomb provides opportunities for user interaction within its Brimacomb Sites and on social media profiles on sites such as Facebook, Twitter, LinkedIn, Instagram, and various blogging sites. On those social media accounts, content and links to other Internet sites should not be construed as an endorsement of the organizations, entities, views, or content contained therein. Brimacomb is not responsible for content or links posted by others.

30. Contact Information. If you have any questions or concerns regarding these Terms of Use or Brimacomb Sites, please visit our contact us page.

This Terms of Use is subject to amendment or modification at any time.

Revised January 16, 2023