Your registration for, or use of, the Services shall be deemed to be your agreement to abide by this Agreement including any materials available on the SiteAuditReview.com website incorporated by reference herein, including but not limited to MindFlash International’s registration and order process, privacy and security policies.
MindFlash International Inc.’s privacy policies may be viewed at https://mindflashonline.com/privacy-and-security/. MindFlash International Inc.’s (MFI) reserves the right to modify its privacy policies in its reasonable discretion from time to time. Note that because the Services are a hosted, online application, MFI occasionally may need to notify all users of the Services of important announcements regarding the operation of the Services.
Subject to the terms and conditions of this Agreement, MFI grants to you (“User”) a non-exclusive, non-transferable, right to use the Services up the maximum number of members and the maximum storage space permitted on the Order Form including any enhanced functionality or additional services and selected on the Order Form (collectively referred to as “Mini-Website Audit Service”) as you may update from time to time by executing a new Order Form. All rights not expressly granted to you are reserved by MFI. You acknowledge that MFI’s provision of the Services is dependent in part on each Authorized User’s compliance with the terms of this Agreement.
You shall not directly or indirectly, (i) license, sublicense, transfer, assign, distribute or otherwise commercially exploit the Services in any way; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or any software, documentation or data related to the Services, (iii) modify or make derivative works based upon the Services; (iv) copy or create Internet “links” to the Services or “frame” or “mirror” any of the Services; or (v) access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts, including but not limited to uploading any of your data onto the Services. You shall: (i) use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations about your use of the Services, including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws. You shall not when using the Services (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (iii) attempt to gain unauthorized access to the Services or its related systems or networks.
MFI is not responsible to you for unauthorized access to your data or the unauthorized use of the Services. You are responsible for the use of the Services by any person to whom you have given access to the Services, and any person who gains access to your data, even if you did not authorize such us.
You shall indemnify and hold MFI, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that MFI (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release MFI of all liability and such settlement does not affect MFI’s business or Services); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
MFI does not own any data, information or material that you submit to the Services while using the Services (“Mini-Website Data”). You, not, MFI, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and MFI shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
6. Charges and Payment of Fees
When applicable, you shall pay MFI the then applicable fees for the Services as noted on your most recent Order Form (the “Fees”). You are responsible for keeping your billing and other account information up to date. You must pay when due the fees for the Services stated in the Order Form or other agreement between us. The initial charges will be equal to the current number of total Selected Services on the Order Form. Payments must be made quarterly in advance unless otherwise mutually agreed upon in an Order Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You must provide MFI with valid credit card or as a condition to signing up for the Services.
7. Billing and Renewal
MFI charges and collects in advance for use of the Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on MFI’s net income. You agree to provide MFI with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, MFI reserves the right to terminate your access to the Services in addition to any other legal remedies. Unless MFI in its discretion determines otherwise, you will be billed in U.S. dollars and subject to U.S. payment terms.
8. Non-Payment and Suspension
In addition to any other rights granted to MFI herein, MFI reserves the right to suspend or terminate this Agreement and your access to the Services if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for the Services during any period of suspension. If you or MFI initiates termination of this Agreement, you will be obligated to pay the balance due on your account. You agree that MFI may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. MFI reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Services. You agree and acknowledge that MFI does not retain Mini-Website Data and that such Account and Mini-Website Data may be irretrievably deleted if your account is 30 days or more delinquent.
This Agreement commences on the Effective Date and automatically renews on a quarterly basis. Either party may terminate this Agreement by notifying the other party in writing (email is sufficient) at least five (5) business days prior to the beginning of the next billable quarter. You agree and acknowledge that MFI does retain your Mini-Website Data, and may delete your Account and Customer Data, within 5 days after termination.
MFI AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. MFI AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MFI AND ITS LICENSORS.
MFI’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MFI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MFI reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Services. You are responsible for regularly reviewing this Agreement. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you. Continued use of the Services after any such changes shall constitute your consent to such changes. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement shall be governed by the laws of the State of Maryland without regard to its conflict of laws provisions.