End User License Agreement and Terms of Use (the “Agreement” or the “EULA”)

MF Consulting LLC and MinaFies.com Products

MF CONSULTING, LLC,  MINAFIES.COM and its affiliates and partners (collectively “MF,” “we,” “us,” or “our”) LICENSES THIS SOFTWARE PRODUCT TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT AND TERMS OF USE (THE “AGREEMENT” or “EULA”). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING AND USING MINAFIES.COM SERVICES AND THE ACCOMPANYING DOCUMENTATION ON THE WEBSITE OWNED AND OPERATED BY US (COLLECTIVELY THE “PLATFORM”). THE PLATFORM IS COPYRIGHTED AND IS LICENSED TO YOU UNDER THIS EULA, NOT SOLD TO YOU. BY INSTALLING, COPYING OR OTHERWISE USING THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT INSTALL, COPY OR USE THE PLATFORM. THIS EULA IS A LEGAL AGREEMENT CONCERNING THE PLATFORM BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND MF. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH MF RELATING TO THE PLATFORM.

We reserve the right to change this Agreement at any time, and you agree (including by virtue of your continued use of the Platform) to be bound by any such changes. Unless explicitly stated otherwise, any new features or functionality (including, without limitation, video and related projects) that augment or enhance the Platform shall be subject to this Agreement.

The most current version of this Agreement can be viewed at any time at:https://minafies.com/tos/

Services

The Platform provides comprehensive resources for all stages of a home remodeling project, including tools and guidance for interviewing contractors, developing a scope of work, design considerations, sample floor plans, budgeting tools and advice, material and selection guidelines, and sample contracts, as well as access to forums where you can collaborate with home building professionals and other users (the “Forums”), and other events, including without limitation live webinars and in-person consultations, to the extent available (all collectively referred to herein as the “Services”).

Limitations of Use

The Services and the Platform are intended to be an informational service and social network platform dedicated to providing guidance related to homebuilding, renovation, and design. You will receive information that is intended to streamline and simplify the remodeling and design process. WE DO NOT AND CANNOT GUARANTEE ANY OUTCOME FOR ANY REMODELING PROJECTS. Our Services will guide you in the remodeling and design process, but use of the Services does not guarantee that you will save money or avoid additional costs, delays, or penalties associated with your remodeling project. Each remodeling project is different, and will vary in part based on the Third Parties, as that term is defined herein, you hire in connection with your remodeling project.

Third Parties

As a result of your use of the Services, you may receive, have access to, or receive referrals to products and services provided by unaffiliated entities (each a “Third Party”), which are provided for convenience and informational purposes only. Because we have no access to or control over Third Parties, you acknowledge and agree that we are not responsible for and do not verify any Third Parties, and we do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials provided by such Third Parties (collectively “Third Party Services”). You also acknowledge and agree that MF shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third Party Services.

Third Parties are fully responsible for all goods and services that they provide to you, and for any and all injuries, illnesses, damages, claims, liabilities, and costs (“Third Party Liabilities”) they may cause you to suffer, directly or indirectly, in full or in part, whether related to Third Party Services, or not. You waive and release MF and its members, directors, officers, employees, contractors, affiliates, partners, successors, assigns and other legal representatives (collectively referred to herein as the “MF Representatives”) from any Third Party Liabilities arising from or related to any act or omission of a Third Party. MF is not responsible for any performance, availability or quality claims associated with Third Party Services. We are also not responsible for any products, services, or materials provided by a Third Party. Contact any Third Parties directly for additional information regarding Third Party Services or content provided by such Third Parties.

Confidentiality

You agree that, unless otherwise specifically provided herein or agreed by MF in writing, the Platform and any documentation associated with the Services, including the specific design and structure of individual programs as applicable, provided to you by MF constitutes confidential proprietary information of MF. You shall permit only authorized users, who possess rightfully obtained license keys or login credentials, to use the Platform or to view the documentation. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of MF. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Platform provided to you by MF. You will use your best efforts to cooperate with and assist MF in identifying and preventing any unauthorized use, copying, or disclosure of the Platform, documentation, or any portion thereof.

Account Creation

The Services are intended for general audiences to adults over 18 years of age who pay a subscription or one time fee to create and use an individual account. In order to use the Platform and the Forums, you must create a login to register for and maintain an active account (“Account”). Account registration requires you to submit to certain personal information, such as your name, address, mobile phone number and age. You agree to maintain accurate, complete, and up-to-date information in your Account. You are responsible for all activity that occurs under your Account, whether or not you actually authorized that activity. You agree to maintain the security and secrecy of your Account username and password at all times, and you understand that you may only possess one Account. You shall never use another user’s Account without such user’s express permission. You will immediately notify us in writing of any unauthorized use of your Account, or other Account-related security breach known to you. In the event of any such unauthorized use of your Account, you will take all steps necessary to terminate such unauthorized use. Additionally, you will provide us with such cooperation and assistance related to any such unauthorized use as we may reasonably request. We reserve the right to refuse registration of, or cancel an Account in our sole discretion. Users who identify themselves as under 18 will be blocked from creating an Account.

MF expressly reserves the right to adjust pricing and subscription or other fees for the Platform or Services or any components thereof in any manner and at any time as it may determine in its sole and absolute discretion. MF will make reasonable efforts to provide prior notification of any price changes to the Platform or for Services.

Please note: Granting consent to your child to access your Account is a violation of this Agreement. Further, if you grant consent for your child to use the Platform using your Account login credentials, this allows access to such general audience communication services as e-mail, user group discussion, forums, video streaming, message boards and other online groups, and your child will be able to communicate with, and disclose personal information to other users of all ages.

Content and Feedback

If you provide feedback to MF, or publish or post other information or content on the Forums or otherwise in connection with your use of the Platform or Services, you shall grant MF the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of the feedback as part of any MF product, technology, service, specification or other documentation (individually and collectively, “MF Products”); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the feedback (and derivative works thereof) as part of any MF Products; (iii) solely with respect to Licensee’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a MF Product, technology or service. Further, you warrant that your feedback is not subject to any license terms that would purport to require MF to comply with any additional obligations with respect to any MF Products that incorporate any feedback.

In addition, you agree, and are hereby put on notice, that you are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, inflammatory, pornographic, or profane material or any other material that could give rise to any civil or criminal liability under law. You are solely responsible for the content of any comments you make.

Platform Support

It is in MF’s best interest to provide product and technical support, if available, to ensure user expectations are successfully met. MF shall use reasonable efforts to respond to all requests for technical assistance, but makes no warranty that technical issues will be resolved to your satisfaction or on a real-time basis, or that the Platform will meet your requirements or that the content or media resulting from the Platform or Services will be error-free.

Grant of License

Subject to the terms and conditions of this Agreement, as a subscriber or customer of the Platform and Services, MF hereby grants to you a revocable, non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Platform and Services in accordance with the documentation solely for purposes of use, and (ii) to copy information from the Platform for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.

The Services, including the material provided on the Platform, is protected by law, including, but not limited to, United States copyright law, trademark law, and international treaties. All intellectual property in the content of the Platform is owned by MF, and except as otherwise specified herein, nothing herein or included in any materials shall be construed as a grant from MF of a license to any copyrights, trademarks, patents or any other intellectual property rights.

Except as otherwise specifically permitted in this Agreement, you may not: (a) modify or create any derivative works of any software or documentation, including translation or localization; (code written to published APIs (application programming interfaces) for the Platform shall not be deemed derivative works); (b) copy the software affiliated with the Platform except as provided in this Agreement or elsewhere in writing by MF; (c) separate software affiliated with the Platform, which is licensed as a single product, into its component parts; (d) sublicense or permit simultaneous use of the software by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any product or the software (except to the extent applicable laws specifically prohibit such restriction); (f) redistribute, encumber, sell, rent, lease, sublicense, use the software in a timesharing or service bureau arrangement, or otherwise transfer rights to any software. You may NOT transfer or exploit the software under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the product(s); (h) publish any results of benchmark tests run on any software to a third party without MF’s prior written consent; or (i) use any software on a system with more CPUs than the number licensed, by more users than have been licensed, on more computers or computing devices than the number licensed, or by more developers than the number licensed, as applicable.

Permission is granted for you to display, copy, distribute and download the materials from the Platform ONLY for personal, non-commercial use, provided that you do not modify the materials, you retain all copyright and other proprietary notices contained in the materials, and you agree to abide by all additional copyright notices or restrictions contained in any material accessed through the Platform. You hereby acknowledge that you are prohibited from transmitting, showing, displaying, or presenting the content, ideas, trademarks, or language contained on or within the Platform in any way to any other individual, entity, or third party. The permission to use the Platform for personal, noncommercial use terminates automatically if you breach any terms of the Agreement. At termination of the permissions of use by MF for any reason, you agree to destroy any and all copies of the Platform you possess in any format, including in electronic format. You also may not, without MF’s permission, “mirror” any material contained on the Platform on any other server. Any unauthorized use of any material contained on the Platform may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Unless otherwise indicated, this Agreement, the Platform and all content provided by MF in connection therewith are copyright 2019 MinaFies.com. All rights reserved.

MinaFies.com and MF are either trademarks or registered trademarks of MF Consulting LLC. The names of any actual companies and products mentioned on the Platform may be the trademarks of their respective owners.

Ownership and Copyright of Software

Title to the Platform and all copies thereof remain with MF or its suppliers. The Platform is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Platform. Except as expressly provided herein, MF does not grant any express or implied right to you under MF patents, copyrights, trademarks, or trade secret information.

Unauthorized Access or Activities

To maintain the integrity and functionality of the Platform for users, access to the Platform or activities related to the Platform that are harmful to, inconsistent with or disruptive of the Platform or users’ beneficial use and enjoyment of the Platform are expressly unauthorized and prohibited. For example, without limitation, such prohibited activities include:

  • Using the Platform in any manner or for any purpose other than as expressly permitted by this Agreement;
  • Using the Platform in violation of any federal, state, local, or international laws or regulations;
  • Using the Platform for storing or transmitting infringing, libelous, offensive, defamatory, abusive, pornographic, obscene or otherwise objectionable, unlawful or tortious material;
  • Permitting a third party to access or use your Account or that of another user; Interfering with other users use or enjoyment of the Platform;
  • Using the Platform for commercial purposes;
  • Collecting Platform users’ personal information (including but not limited to email addresses, IP addresses and telephone numbers) for any purpose;
  • Copying, aggregation, display, distribution, performance or derivative use of the Platform or any content posted on the Platform, whether done directly or through intermediaries (including but not limited to by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds);
  • Accessing or using the Platform to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with the Platform. This prohibition specifically applies but is not limited to software, programs, applications and services for use or operation on or by any computer and/or any electronic, wireless and/or mobile device, technology or product that exists now or in the future;
  • Attempting to decompile, disassemble or reverse engineer all or any part of the Platform in order to identify, acquire, copy or emulate any source code or object code;
  • Introducing or attempting to introduce any malicious software, viruses, worms, Trojan horses, malware, spiders and/or harmful code to the Platform;
  • Infringing on any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; and
  • Attempting to engage in, or to enable, induce, encourage, cause or assist anyone else to engage in, any of the above unauthorized and prohibited access and activities.

If you access the Platform or copy, display, distribute, perform or create derivative works from the Platform or our intellectual property in violation of the Agreement or for purposes inconsistent with the Agreement, your access, copying, display, distribution, performance or derivative work is unauthorized. Circumvention of any technological restriction or security measure on the Platform or any provision of the Agreement that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of our Platform on your computer or computer server constitute “copies” under the Copyright Act, 17 U.S.C. § 101. For purposes of this paragraph, you further agree that CAPTCHAs and telephone verification are “technological measures” that effectively control access to copyright-protected components and our intellectual property rights pursuant to 17 U.S.C. § 1201.

Circumvention

You acknowledge and agree that you shall not circumvent or attempt to circumvent any of this Agreement, the Platform or otherwise interrupt or attempt to interrupt the operations of the Platform (collectively referred to herein as a “Circumvention Act”). If MF determines, in its sole discretion, that you have engaged, or attempted to engage, in any Circumvention Act, or otherwise commit fraud with regard to the Services, then, in such an event, MF reserves the right to institute civil or criminal proceedings against you and report you to the relevant regulatory authorities.

Cancellation and Termination

Your rights with respect to the Platform will terminate upon the earlier of (a) six months after the last date you access the Platform, or (b) as set forth in more detail below, at any time at our sole discretion. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using the Platform, any documentation associated with the Services, and all other tangible items in your possession or control that are proprietary to or contain confidential information.

MF one-time (“life-time”) subscriptions are valid from the time of payment. Paid subscribers may cancel their subscription at any time via the Profile section in MF. Once subscribers cancel they will no longer have access to their project(s) information. MF has a no refund policy (full or prorated) for subscriptions.

You may also cancel your account at any time by contacting us. You are solely responsible for properly canceling your Account. All cancellations will be processed within forty-eight (48) hours of receipt of the request for cancellation. Even after your right to use the Platform is terminated or suspended, this Agreement will remain enforceable against you.

We may terminate this Agreement and your rights to access and use the Platform for any or no reason, without liability, at our sole discretion at any time, including but not limited to if we suspect that you have violated this Agreement. We may notify you of any such termination but are under no obligation to do so. In addition, without limiting the foregoing termination rights, we reserve the right, at any time and in our sole and absolute discretion, to temporarily suspend access to the Platform (in whole or in part) for: (a) scheduled or unscheduled maintenance; (b) purposes of maintaining the security and/or integrity of MF’s network, hardware, or associated systems or those of its Third Parties; (c) the actual or suspected violation of this Agreement by you.

Privacy and Protection of Personal Information

MF values your privacy and we will always attempt to keep your private information private. Please review our Privacy Policy at our Privacy Policy Page for more information on how MF collects, uses and processes your personal data. You acknowledge that such Privacy Policy is incorporated in this Agreement by reference. If you do not agree with all parts of the MF Privacy Policy, you should not use the Platform or provide MF with any personal data.

Indemnification

YOU, ON BEHALF OF YOURSELF, YOUR SPOUSE, YOUR HEIRS, YOUR NEXT OF KIN, AND ANYONE ELSE WHO MAY LEGALLY ACT ON YOUR BEHALF, SHALL INDEMNIFY AND HOLD MF AND THE MF REPRESENTATIVES HARMLESS FROM AND AGAINST ALL SUITS, PROCEEDINGS AT LAW OR IN EQUITY, CLAIMS, LIABILITIES, COSTS, DAMAGES, PAYMENTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ OR ACCOUNTANTS’ FEES) ASSERTED AGAINST MF OR MF REPRESENTATIVES OR INCURRED BY MF OR MF REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE OF, MISUSE OF, OR RELIANCE ON THE PLATFORM OR SERVICES; (B) YOUR VIOLATION OR BREACH OF This Agreement; (C) your violation of any rights of a third party or service provider; (D) your connection to MF’s Platform; or (E) ANY CLAIM FOR DAMAGES TO PROPERTY OR INJURIES TO PERSONS, CAUSED BY OR RESULTING FROM YOUR ACTS OR OMISSIONS. MF reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of these claims.

Disclaimer

INFORMATION ON THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THE PLATFORM IS PROVIDED “AS IS”, “WHERE IS”, “WITH ALL FAULTS”, “AS AVAILABLE” AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MF DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, MF EXPRESSLY DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE PLATFORM AND SERVICES TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SERVICES. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE PLATFORM.

YOU ASSUME ANY AND ALL RISKS ASSOCIATED WITH USE OF THE PLATFORM AND SERVICES, AND HEREBY INDEMNIFY MF AND MF REPRESENTATIVES AGAINST ANY AND ALL LIABILITY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR INJURY OR DEATH.

MF AND MF REPRESENTATIVES ASSUME NO LIABILITY OR RESPONSIBILITY FOR: ANY THIRD PARTY LIABILITIES, THIRD PARTY SERVICES; ERRORS OR OMISSIONS IN THE CONTENT OF THE PLATFORM OR PERFORMANCE OF THE SERVICES, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; ANY FAILURES, DELAYS, MALFUNCTIONS, OR INTERRUPTIONS IN THE DELIVERY OF ANY CONTENT CONTAINED ON THE PLATFORM; ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE CONTENT PROVIDED ON THE PLATFORM; OR ANY CONDUCT BY USERS OF THE PLATFORM, EITHER ONLINE OR OFFLINE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THE PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. PLATFORM CONTENT IS FOR YOUR REFERENCE ONLY AND SHOULD NOT BE RELIED UPON BY YOU TO ACHIEVE A PARTICULAR RESULT, INCLUDING, WITHOUT LIMITATION, SAVING MONEY.

MF AND MF REPRESENTATIVES CANNOT AND DO NOT GUARANTEE THAT USE OF THE PLATFORM OR SERVICES WILL RESULT IN A COST OR TIME SAVINGS ON YOUR RENOVATION PROJECT. The Platform may permit you to link to other websites, applications, or resources on the Internet, and other websites, applications, or resources may contain links to the Platform. MF AND MF REPRESENTATIVES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY. MF AND MF REPRESENTATIVES DO NOT ENDORSE, HAVE NO CONTROL OVER, AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ACCURACY, QUALITY, ADVERTISING, PRODUCTS, SERVICES, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH THIRD PARTIES. WE ARE NOT RESPONSIBLE FOR THE FUNCTIONALITY, AVAILABILITY, OR SECURITY OR WORKMANSHIP OF ANY THIRD PARTY. THE USER ACKNOWLEDGES THAT MF AND MF REPRESENTATIVES HAVE NO CONTROL OVER SUCH SERVICES AND AGREES TO INDEMNIFY AND HOLD MF AND MF REPRESENTATIVES HARMLESS FOR ANY LAPSE IN FUNCTIONALITY, BREACH OF SECURITY, OR UNAVAILABILITY OF ANY THIRD PARTY’S WEBSITE CONTENTS, SERVICES, OR INTERRUPTION OF ACCESS TO RR PLATFORM AS A RESULT OF ANY THIRD PARTY’S WEBSITE MALFUNCTION OR INOPERABILITY. THE USER FURTHER ACKNOWLEDGES AND AGREES THAT MF AND MF REPRESENTATIVES SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH SUCH THIRD PARTIES. THE USER’S USE OF THIRD PARTY WEBSITES OR SERVICES IS AT THE USER’S OWN RISK AND SUBJECT TO THE TERMS OF USE OF USE FOR SUCH WEBSITES AND SERVICES.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Assumption of the Risk

YOU, ON BEHALF OF YOUR SPOUSE, YOUR HEIRS, YOUR NEXT OF KIN, AND ANYONE ELSE WHO MAY LEGALLY ACT ON YOUR BEHALF, VOLUNTARILY AND EXPRESSLY ASSUME ALL RISK WHEN USING THE PLATFORM AND SERVICES, OR ANY ACTIVITY OR CONDUCT ASSOCIATED WITH OR RELATED TO YOUR USE OF THE PLATFORM OR THE SERVICES, SUCH AS THE RISK OF INJURY, ACCIDENT, DEATH, LOSS, COST, OR DAMAGE TO YOUR PERSON OR PROPERTY.

Limitation of Liability

Provision of any Platform under this Agreement is experimental and shall not create any obligation for MF to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Platform either to Licensee or to any other party.

YOU, ON BEHALF OF YOURSELF, YOUR SPOUSE, YOUR HEIRS, YOUR NEXT OF KIN, AND ANYONE ELSE WHO MAY LEGALLY ACT ON YOUR BEHALF, ACKNOWLEDGE AND AGREE THAT MF AND MF REPRESENTATIVES ARE ONLY WILLING TO PROVIDE THE PLATFORM AND SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU, ON BEHALF OF YOURSELF, YOUR SPOUSE, YOUR HEIRS, YOUR NEXT OF KIN, AND ANYONE ELSE WHO MAY LEGALLY ACT ON YOUR BEHALF, AGREE NOT TO HOLD MF OR MF REPRESENTATIVES LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE SERVICES OR PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER OR THIRD PARTY (INCLUDING WITHOUT LIMITATION INJURY, DEATH, OR DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER OR THIRD PARTY, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY MF OR MF REPRESENTATIVES OR ANY DESTRUCTION OF YOUR INFORMATION, ON ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE.

MF’S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR INSTALLATION OR USE OF THE PLATFORM AND DOCUMENTATION SHALL NOT EXCEED THE AMOUNT PAID TO MF BY YOU TO CREATE AN ACCOUNT UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL MF BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF MF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. MF AND MF REPRESENTATIVES DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE PLATFORM OR SERVICES.

United States Government Restricted Rights

The Platform and documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.

We make no claims that the content of the Platform or the Services are appropriate or lawful outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Governing Law and Choice of Forum

This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Eastern District of Virginia. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR ANY OTHER MATTERS INVOLVING THE PARTIES HERETO.

Export Restrictions

If any one or more of the provisions (or portions thereof) of the Agreement shall for any reason be held by a final determination of a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions (or portions of the provisions) of the Agreement, and the invalid, illegal, or unenforceable provision shall be deemed replaced by a provision that is valid, legal, and enforceable and that comes closest to expressing the intention of the parties.

Severability

If any one or more of the provisions (or portions thereof) of the Agreement shall for any reason be held by a final determination of a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions (or portions of the provisions) of the Agreement, and the invalid, illegal, or unenforceable provision shall be deemed replaced by a provision that is valid, legal, and enforceable and that comes closest to expressing the intention of the parties.

Waivers

The failure of MF to seek redress for violation of or to insist upon the strict performance of any covenant or condition of the Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

No Agency

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

Electronic Communications

When you use the Platform, or send emails to MF, you are communicating with MF electronically and you consent to receive communications from MF electronically. MF will communicate with you by e-mail or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that MF provides to you electronically satisfy any legal requirement that such communications be in writing.

Entire Agreement

This Agreement constitutes the complete and exclusive agreement between you and MF with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by you and an authorized representative of MF.

Assent to Be Bound

By subscribing, installing, copying or otherwise using this Platform, you agree to be bound by the terms of this Agreement. If you do not agree with any term or condition, do not download, order, open, install or use the Platform or product package. Contact MF to arrange the return of the Platform and accompanying materials to MF at no charge to you.

Contact Information

Product Site: minafies.com

Click here for Product Support or Questions regarding this Agreement.

You may also contact us in writing at:

MF Consulting LLC
11501 Sunset Hills Road, Suite 250
Reston, VA 20190

Copyright © 2019 MinaFies.com. All rights reserved.