Terms of Use

Myndshft Technologies

Terms of Use

Revision Date: January 31, 2020

For more information or if you have any questions about these terms of use, you can contact us via defined help buttons on the portal site. 

 

1. Acceptance of Terms of Use

These terms of use are entered into by and between You and Myndshft Technologies, Inc. (”Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use” or “Agreement”), govern your access to and use of the Myndshft Portal and the Myndshft website, including any content, functionality, and services offered on or through myndshft.com (the “Site”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Site. By (i) accessing, browsing, subscribing to, and using the Site; and (ii) by using the Company software as a service platform, portal, associated content, and any customizations made to the services provided or offered by Company via the Site (collectively, the “Services”), you acknowledge that you have read, have understood, and you accept and agree to be bound by this Agreement, to abide by these Terms of Use, and to comply with all applicable laws and regulations. If you do not agree to these terms, you must not access or use the Site or any of the Services.

These Terms apply to you and your Authorized Users. If you accept these Terms on behalf of an entity, you hereby represent and warrant that you are authorized to do so. You may permit your employees, agents, or contractors (“Authorized Users”) to use the Services, provided that your Authorized Users comply with these Terms. You are responsible for the use and actions of your Authorized Users.

This Site is offered and available to users who are 18 years of age or older. By using this Site, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

The material provided through our Site and the Services is protected by law, including, but not limited to, United States copyright law and international treaties. The Site and the Services are controlled and operated by Company from its offices within the United States. Company makes no representation that materials on the Site and in 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 Site and the Services from other locations do so on their own initiative and are responsible for compliance with all applicable local laws.

2. Changes to the Terms of Use

Information provided on the Site and the Services may be changed or updated without notice. Company may also make improvements and/or changes in the Services described in this information at any time without notice. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

 

3. Pilot Program

From time to time, Company may offer the Services under a pilot program (“Pilot Program”).  The Pilot Program is a trial program only.  The Pilot Program is not subject to any Company obligations, representations, or warranties set forth in these Terms of Use.  THE PILOT PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE PILOT PROGRAM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. IN NO EVENT SHALL COMPANY BE LIABLE (DIRECTLY OR INDIRECTLY) FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE PILOT PROGRAM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PILOT PROGRAM REMAINS WITH YOU.

4. Accessing the Site, Registration, Accounts, and Passwords

We reserve the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

You are responsible for making all arrangements necessary for you to have access to the Site and ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. We may terminate your access to our Site and to the Services if we learn that you have provided us with false or misleading registration data.  You agree that all information you provide to register with this Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. Our Privacy Policy is located at www.myndshft.com.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our 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 Site or portions of it using your user name, 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 cannot and will not be liable for any loss or damage arising from your failure to comply with the terms of this Agreement. You agree to notify us immediately of any unauthorized access to or use of your user name 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 Site and the Services at the end of each session.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

 

5. Payment

To the extent the Services or any portion thereof is made available for any fee or through a subscription, your access will be granted following payment of the applicable fees to Company defined in the applicable Master Service Agreement and Statement of Work. Your account and access to the Services may be suspended in the event of non-payment of applicable fees.

You represent and warrant to Company that such payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.

If your account requires a credit card to use the Site and our Services, you represent and warrant to Company that the credit card payment information is true and that you are authorized to use it. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.

6. Use Restrictions and Intellectual Property

The Site 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 (“Company Content”) is owned by the Company, its licensors, or other providers of such material (collectively, and individually, “Company 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, distribute, transmit, share, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any Company Content obtained from or through Company. 

The Site and Services contain proprietary and copyright-protected information. Any unauthorized use of any Company Content contained on the Site or the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content in whole or in part.

You will not upload, post or otherwise make available on the Site or 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 and its 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.

The Company Content and Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of Company. 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 without express written consent. You must not modify copies of any materials from this site or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You may not use any meta tags or any other “hidden text” utilizing Company’s name or trademarks without the express written consent of Company. You may not misuse the Site. You may use the Site only as permitted by law.  You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site.

The Company name, the term MYNDSHFT, the Company 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 Company. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

 

7. Disclaimer of warranties

THE INFORMATION PRESENTED ON OR THROUGH THE SITE IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE SITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS. INFORMATION ON THE SITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. ALL INFORMATION IS PROVIDED BY COMPANY ON AN “AS IS” BASIS ONLY. COMPANY PROVIDES 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. USE OF THE SERVICES IS SOLELY AT YOUR RISK. COMPANY MAKES NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, INFORMATION, OR OTHER SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SITE, RELATED SERVICES, OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. COMPANY IS NOT RESPONSIBLE FOR ANY INFORMATION NOT PROVIDED ON THE SITE. COMPANY DOES NOT GUARANTEE, IMPLICITLY OR EXPLICITLY, ANY RESULTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE AND USE.

8. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, 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 COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES. YOU ALSO AGREE THAT COMPANY WILL NOT BE LIABLE FOR ANY INTERRUPTION OF BUSINESS, ACCESS DELAYS, OR ACCESS INTERRUPTIONS TO THE SITE OR SERVICES, DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, AND EVENTS BEYOND COMPANY’S REASONABLE CONTROL.

IN NO EVENT SHALL COMPANY BE FINANCIALLY LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

9. 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 includes protected health information (PHI) but does not include aggregated or de-identified data. Any Customer Data, material, information, or idea you transmit to the Site or through the Services by any means will be treated in accordance with Company’s Privacy Policy.

You grant us the limited license to process the Customer Data you transmit on our Site or through our Services. You represent and warrant that you own or control all rights in, to, and under the Customer Data you transmit on our Site or through our 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 and our affiliates and service providers, and each of their and our licensees, successors, and assigns.

You understand and acknowledge that you are responsible for any Customer Data you submit or transmit, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

10. Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:

    • 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, 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 Site, or which, as determined by us, may harm the Company or users of the Site or expose them to liability.
    • Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
    • Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site or reverse engineer the Site or the Services.
    • Use any manual process to monitor or copy any of the material on the Site 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 Site.
    • 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 Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
    • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
    • Otherwise attempt to interfere with the proper working of the Site.

11. Termination

In its sole and absolute discretion, with or without notice to you, Company may suspend or terminate your use of and access to the Services, terminate your account and/or remove and discard anything transmitted by you, or information stored, sent, or received via the Services without prior notice and for any reason, including, but not limited to: (i) any unauthorized access or use of the Services, (ii) any violation of this Agreement, or (iii) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Services. Company shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension of the Site. Termination, suspension, or cancellation of the Services or your access rights to the Site shall not affect any right or relief to which Company may be entitled, at law or in equity, and all rights granted to you will automatically terminate and immediately revert to Company.

12. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your use of the Site’s content, services, and products (other than as expressly authorized in these Terms of Use) or your use of any information obtained from the Site.

13. Governing Law and Dispute Resolution

This Agreement and performance hereunder shall be exclusively governed by, and construed in accordance with, the laws of the state of Delaware and in accordance with the provision defined in the applicable Masters Service Agreement.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14. Waiver and Severability

No waiver of by the Company of any term or condition set out in these Terms of Use 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 to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use 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 Use will continue in full force and effect.

14. Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to Myndshft Attn: Legal Department, 3256 N. Higley Road, Mesa, AZ 85215 (in the case of the Company) or to the email address you provide to the Company during the registration process (in your case). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to the Company during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.