End User License Agreement
Reseller (“company,” “we,” or “us”) has been authorized by Myndshft Technologies, Inc. (*Myndshft,” which may also be referred to as Company’s supplier or licensor below) to grant and pass-through to you, the client or end user, the license and other rights and benefits as described below related to Myndshft’s software, portal, websites, services, and other intellectual property or content (Collectively the “Services”).
Please read these terms of service carefully because they contain important information concerning your rights and obligations (as well as limitations or exclusions) arising from your access to and/or use of the services. DO NOT SIGN UP FOR AN ACCOUNT OR USE THE SERVICES IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THESE TERMS OF SERVICE. By accessing and/or using the Services, you agree to these terms of service.
- Acceptance of Terms of Service
The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service”, “Terms”, or “Agreement”), are binding on Client (“you” or “your”) and govern your access to and use of the Services, including any content, functionality, and services offered through the Services. You may permit your employees, agents, or contractors (“Authorized Users”) to use the Services on your behalf in connection with your business and operations, provided that your Authorized Users comply with these Terms. You are responsible for the use and actions of your Authorized Users.
You acknowledge that you have read, have understood, and you accept and agree to be bound and abide by this Agreement and to comply with all applicable laws and regulations.
The material provided through the Services is protected by law, including, but not limited to, United States copyright law and international treaties. The Services are controlled and operated by Company’s supplier from its offices within the United States. Company and its supplier make no representation that materials in the Services or the Services are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with all applicable local laws.
- Accessing the Services, Registration, Accounts, and Passwords
You are responsible for making all arrangements necessary for you to have access to the Services and ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.
If you choose, or are provided with, a username, password, or any other piece of information as part of the Services’ security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Services or portions of it using your username, password, or other security information. You are solely responsible for maintaining the confidentiality of your password and account, and you are solely responsible for all use of your password or account, whether authorized by you or not. Company and its supplier cannot and will not be liable for any loss or damage arising from your failure to comply with these Terms. You agree to notify Reseller immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You are solely responsible for logging out of the Services at the end of each session.
We and our supplier have the right to disable any username, password, or other identifier, whether chosen by you or provided by us if, in our or their opinion, you have violated any provision of these Terms.
- Use Restrictions and Intellectual Property
The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof (“Myndshft Content”)) is owned by the Company’s suppliers or licensors or other providers of such material (collectively, and individually, “Myndshft Content Providers”) and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You agree not to modify, copy, decompile, reverse engineer, distribute, transmit, share, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any Myndshft Content and/or Services obtained from or through Company.
You will not upload, post or otherwise make available via the Services, any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. You will indemnify Company, its supplier, and its and their officers, directors, employees, and agents for any claims by third parties of infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission of material by you.
You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company or its supplier without express written consent. You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services. You may not misuse the Services. You may use the Services only as permitted by law.
The Company and its supplier name, the term MYNDSHFT, the Company and its supplier logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the applicable owner thereof. All other names, logos, product and service names, designs, and slogans relating to the Services are the trademarks of their respective owners.
No right, title, or interest in or to the Services or any Company Content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company and/or its suppliers or licensors. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
- Limited Warranties; Disclaimer of Warranties
WE CAN OFFER YOU THE FOLLOWING LIMITED WARRANTY: THE SERVICES WHEN OPERATED IN ACCORDANCE WITH THE APPLICABLE DOCUMENTATION WILL MATERIALLY FUNCTION IN CONFORMANCE WITH THE DOCUMENTATION DURING THE APPLICABLE SUBSCRIPTION PERIOD, AND IF THERE IS A MATERIAL NON-CONFORMITY WITH THE SERVICES REPORTED BY YOU TO US, WE WILL CONTACT THE SUPPLIER AND COMPANY’S SUPPLIER WILL USE COMMERCIALLY REASONABLE EFFORTS TO ADDRESS SUCH ERROR. IF COMPANY’S SUPPLIER IS UNABLE TO TIMELY CORRECT THE NON-CONFORMITY AFTER NOTICE AND THAT NON-CONFORMITY IS MATERIAL, YOU MAY TERMINATE ON 30 DAYS NOTICE AND RECEIVE A REFUND FOR ANY PRE-PAID FEES FOR SERVICES NOT PROVIDED. THE FOREGOING IS OUR AND OUR SUPPLIER’S SOLE AND EXCLUSIVE LIABILITY AND YOUR SOLE REMEDY FOR BREACH OF THIS WARRANTY OR ANY RELATED FAILURE, ERROR, OR OMISSION OF THE SERVICES.
EXCEPT AS SET FORTH HEREIN, COMPANY AND ITS SUPPLIER PROVIDE NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. COMPANY AND ITS SUPPLIER MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE; AND (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
- Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY AND ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY RELATING TO THE SERVICES. YOU ALSO AGREE THAT COMPANY AND ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INTERRUPTION OF BUSINESS, ACCESS DELAYS, OR ACCESS INTERRUPTIONS TO THE SERVICES, DATA, NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION OR EVENTS BEYOND COMPANY’S OR ITS SUPPLIERS’ OR LICENSORS’ REASONABLE CONTROL. IN ADDITION, AND WITHOUT LIMITING ANY OTHER WAIVER, DISCLAIMER, OR LIMITATION OF LIABILITY, YOUR RECOURSE AND COMPANY AND ITS SUPPLIERS AND LICENSORS AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS IS LIMITED TO THE AMOUNTS YOU PAID FOR THE SERVICES DURING THE PRIOR 3 MONTHS FROM THE LAST EVENT GIVING RISE TO LIABILITY.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, IN SUCH STATES, OUR AND OUR SUPPLIERS’ AND LICENSORS’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Transmissions and Customer Data
“Customer Data” means all data, information, or content provided, uploaded, recorded, or posted by any Authorized User during and in connection with its authorized use of the Services published or displayed on or through the Services or transmitted to or shared with other users. Customer Data may include protected health information (PHI).
You grant us and our suppliers the limited license to process the Customer Data you transmit through the Services solely for us to provide the Services. You represent and warrant that you own or control all rights in, to, and under the Customer Data you transmit through the Services, and have received the applicable consent to collect, use, and process such Customer Data, and have the right to grant the license granted above to us, our suppliers, and applicable affiliates and service providers, and each of their and our licensees, successors, and assigns solely as necessary to provide the Services.
You understand and acknowledge that you are solely responsible for the legality, reliability, accuracy, and appropriateness of Customer Data you submit or transmit.
- Prohibited Uses
You may use the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
- To post or transmit to or from the Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability.
- To impersonate or attempt to impersonate the Company, a Company employee, Company’s supplier, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or Company’s supplier or users of the Services or expose them to liability.
- Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
- Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Site or reverse engineer the Services.
- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Services.
- Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Site.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
We (or our supplier) may suspend or terminate your use of and access to the Services if you violate any material term of this Agreement or misuse the Services. Company and its suppliers shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension of the Services. Termination, suspension, or cancellation of the Services shall not affect any right or relief to which Company or its suppliers may be entitled, at law or in equity, and all rights granted to you will automatically terminate.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
No waiver of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company or its supplier to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.