Last updated: February 16, 2014
1. What We Own
All material and services available on the Site, and all material and services provided by or through Mindojo, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. All Mindojo trademarks and service marks, logos, slogans and taglines are the property of Mindojo. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on Mindojo without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.
2. Rights to Use What We Own
Subject to this Agreement, Mindojo hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Materials through a user identification reference provided by Mindojo (“User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement. This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement. Any use of the Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.
We will provide you one User ID for each account held by you, thereby permitting you access to the Materials on one computer at a time through the Site. You agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information. Your failure to do so may result in the cancellation of your account and loss of Services. You further agree (a) not to provide User IDs to anyone who is not your employee, and (b) to ensure all individuals permitted to use the User IDs are aware of and have agreed in writing to comply with the terms of this Agreement.
3. Non-Disclosure and Confidentiality Agreement
Definition of Confidential Information
(a) For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to Mindojo and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of Mindojo. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The User acknowledges that the Confidential Information is proprietary to Mindojo, has been developed and obtained through great efforts by Mindojo and that Mindojo regards all of its Confidential Information as trade secrets
(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the User prior to receiving the Confidential Information from Mindojo; (b) becomes rightfully known to the User from a third-party source not known (after diligent inquiry) by the User to be under an obligation to Mindojo to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the User in breach of this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the User without violation of the terms of this Agreement or reference or access to any Confidential Information.
Disclosure of Confidential Information
From time to time, Mindojo may disclose Confidential Information to the User. The User will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).
Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
Use of Confidential Information
The User agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of Mindojo. No other right or license, whether expressed or implied, in the Confidential Information is granted to the User hereunder. Title to the Confidential Information will remain solely in Mindojo. All use of Confidential Information by the User shall be for the benefit of Mindojo and any modifications and improvements thereof by the User shall be the sole property of Mindojo. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.
Compelled Disclosure of Confidential Information
Notwithstanding anything in the foregoing to the contrary, the User may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the User promptly notifies, to the extent practicable, Mindojo in writing of such demand for disclosure so that Mindojo, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the User’s business (not targeted at Mindojo), the User may promptly comply with such request provided the User give (if permitted by such regulator) Mindojo prompt notice of such disclosure. The User agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, Mindojo with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if Mindojo is unable to obtain or does not seek a protective order and the User is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.
This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year). Notwithstanding the foregoing, the parties’ duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.
Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Mindojo that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that Mindojo shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Mindojo shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.
Return of Confidential Information
User shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as Mindojo may so request; provided however that the User may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, the User, with the written consent of Mindojo may (or in the case of Notes, at the User’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the User supervising the destruction).
Notice of Breach
User shall notify Mindojo immediately upon discovery of any unauthorized use or disclosure of Confidential Information by User or its Representatives, or any other breach of this Agreement by User or its Representatives, and will cooperate with efforts by Mindojo to help Mindojo regain possession of Confidential Information and prevent its further unauthorized use.
No Binding Agreement for Transaction
The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
Each party warrants that it has the right to make the disclosures under this Agreement.
NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as Mindojo. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.
(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of _____________________ (state) applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in _______________ (state) shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.
(c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.
(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.
(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.
(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.
(h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
4. What You Provide to Us
You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”). Mindojo is not responsible for your Content. You hereby grant Mindojo a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Content regularly and frequently.
5. Giving Us Access to Other Accounts and Services
Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers. When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and
passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.
6. Comments and Feedback
Any questions, comments, suggestions, ideas, feedback, or other information provided by you to us (“Comments”) are not confidential and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
7. Monitoring What You Provide Us
Mindojo may, but has no obligation to, monitor Content on the Site or websites created using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Mindojo or its customers, or operate the Services properly. Mindojo, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. Mindojo may, in its discretion, also require you to place all or any portion of the Content behind password protection. If Mindojo has requested Content be placed or has placed Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If Mindojo requests that you place any Content behind password protection and you fail to do so promptly, Mindojo may (a) place such Content behind password protection itself, or (b) immediately terminate this Agreement.
8. Copyright Complaint Policy
If you believe any Materials infringe your copyrighted works, you may provide a notification of claimed copyright infringement to our Designated Agent for copyright complaints. Please see our Copyright Complaint Policy for further information.
You agree to all of the following:
a. You hereby certify that you are at least 18 years of age.
b. You will ensure the email address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.
c. You will not use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.
d. You will not use the Services or Materials if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department's list of Specially Designated Nationals.
e. You will not use the Services or Materials to impersonate another person.
f. You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Mindojo without our express written permission.
g. You may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Site.
h. You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any Mindojo user to access the Services.
i. You will not access the Services through automated methods. The Services may only be used or accessed through an electronic device through manual control at all times.
j. You may not upload individual files larger than 20MB, except audio files which may be up to 168MB.
k. You may not send messages using the Services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages or postings.
l. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials by any means other than through the interfaces provided by Mindojo.
m. You will not attempt to or actually override any security component included in or underlying the Materials or Services.
n. You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Mindojo’s infrastructure.
o. You will not publish Content, or links to Content, that is:
i. Pornographic, sexually explicit, or violent.
ii. Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
iii. Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
iv. Breaches another’s privacy.
p. You will not publish Content that is spam, is machine- or randomly-generated, and/or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).
q. You verify that your country of residence is the same as your billing address.
Mindojo may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Services. If Mindojo reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased. We may also report you to law enforcement officials in the appropriate jurisdictions.
10. Selling Through Mindojo
a. You may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent. Commercial Products sold using the Services must comply with all applicable laws, including Commercial Products sold to individuals outside of the U.S. Items identified as “not for distribution within the United States” may not be sold using the Services.
b. You may not offer or sell Commercial Products that infringe or have the potential to infringe the intellectual property rights or proprietary rights of another.
c. You may not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.
d. You may not offer or sell any Commercial Products that are manufactured as, or primarily intended to be used as, weapons, including firearms, restricted devices or ammunition. We reserve the right to determine, in our sole discretion, whether Commercial Products constitutes “weapons” for purposes of this Agreement.
e. You may not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon an individual’s privacy or that may be libelous, slanderous or otherwise defamatory.
f. You may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.
Without limiting anything else in this Agreement, we may immediately remove Content related to the offer or sale of Commercial Products in violation of this Agreement. If you sell a Commercial Product using our Services, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.
a. You may agree to a one (1) month, twelve (12) month or twenty-four (24) month contract agreement with Mindojo.
b. We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion. All of these changes shall be effective upon their posting on the Site or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, Mindojo has no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services.
c. You can opt to upgrade or downgrade your service agreement to any other contract agreement that Mindojo is currently offering for sale at any time during your contract term. In the event of a contract downgrade, a discount credit will be issued to your Mindojo account for the difference in the cost of the two contracts over the remainder of your original contract term. This credit can be applied to future months of service with Mindojo, and is in no way transferable to a cash refund.
d. At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. Cancellation must be issued via your website manager interface or via Mindojo's support addresses. Any cancellation issued via your website manager interface must be done at least one (1) day prior to the end of the contract term. Any cancellation not issued via the website manager interface must be done three (3) days prior to the end of the contract term to allow for adequate processing time.
e. Only Services and features clearly indicated as "free" or "no charge" are free or without charge. It is not the responsibility of Mindojo to provide free support for you in the use and operation of Mindojo. All other applications, features, functionality and support provided by Mindojo and its partners are provided for the fees described for each service on the Site (“Fees”) and you are liable for such Fees.
f. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Services during the Trial Period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the Trial Period
g. If you purchase any Services that we offer for a Fee, you agree to Mindojo, or our third party service providers, storing your payment card information. You expressly agree that we are authorized to charge you (i) a monthly Fee for any applicable Services billed on a monthly basis, (ii) any other Fees for Services you may purchase, and (iii) any applicable taxes in connection with your use of the Services to the payment card you provide and to reimburse us for all collection costs and interest for any overdue amounts. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.
You take full responsibility for all taxes and fees of any nature associated with Services, including any sales tax related to the purchase or sale of Commercial Products. Except for collecting EU VAT and remitting it to the EU, Mindojo shall not be liable for any taxes or other fees to be paid in accordance with or related to the Commercial Products. When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as Materials or in connection with the Services indicating estimated taxes due are for illustration purposes only. You take full responsibility for all taxes and fees of any nature associated with Services, including any sales tax related to the purchase or sale of Commercial Products. Mindojo is required to collect Value Added Tax of the European Union (“EU VAT”) from non-taxable EU customers, therefore, EU VAT shall be charged to these customers on top of our Fees
a. Services may be terminated by us, without cause, at any time.
b. Services may be terminated by you, without cause, by following the cancellation procedures set forth in Section 10(c).
c. Mindojo may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
d. Notice of termination of Services by Mindojo may be sent to the contact e-mail associated with your account. Upon termination, Mindojo has the right to delete all data, files, or other information that is stored in your account.
14. ERRORS AND ACCESS TO SITE
YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEBSITE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. MINDOJO WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT MINDOJO MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.
15. Third Party Websites; Third Party Services; No Implied Endorsement
The Site may contain links to other web sites owned by third parties ("Third Party Sites"). Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You may also have the ability through the Site to login to accounts that you have for services provided by third parties (“Third Party Services”) or to link accounts for Third Party Services to your Mindojo account. Mindojo is not responsible for any activity occurring within Third Party Services, even if logged in through or linked to a Mindojo account.
You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of any Third Party Sites and/or Third Party Services, whether or not you were linked to or directed to a Third Party Site or Third Party Service through the Site. You acknowledge that Third Party Sites and Third Party Services may be subject to the applicable third party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service. In no event shall any reference on the Site to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.
16. DISCLAIMER OF WARRANTY
THE SITE, SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MINDOJO AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER MINDOJO NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITE, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES MINDOJO OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS OR THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK. IN ADDITION, MINDOJO IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE.
IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.
FURTHER, MINDOJO AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE MATERIALS OR THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITE, THE SERVICES OR THE MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER MINDOJO NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE,ITS SERVERS THE MATERIALS OR THE SERVICES OR ANY E-MAIL SENT FROM THE SITE OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THIS AGREEMENT APPLIES SOLELY TO THE SITE. AS PART OF THE SERVICES PROVIDED TO OTHER MINDOJO USERS, WE HOST WEBSITES FOR CERTAIN THIRD PARTIES (“THIRD PARTY SITES”). THIRD PARTY SITES INCLUDE CONTENT GENERATED BY THIRD PARTIES AND ARE NOT UNDER THE MANAGEMENT AND CONTROL OF MINDOJO. MINDOJO IS NOT RESPONSIBLE FOR SUCH THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION, THE ACCURACY, SUFFICIENCY, CORRECTNESS, RELIABILITY, VERACITY, COMPLETENESS OR TIMELINESS THEREOF, ANY LINK CONTAINED THEREIN, OR ANY CHANGES OR UPDATES THERETO, OR ANY GOODS OR SERVICES SOLD THEREON. YOUR ACCESS OR USE OF ANY THIRD PARTY SITE IS GOVERNED BY THE TERMS APPLICABLE TO SUCH THIRD PARTY SITE. THE HOSTING OF ANY THIRD PARTY SITE BY MINDOJO DOES NOT IMPLY AN ENDORSEMENT THEREOF BY MINDOJO, OR OF THE PROVIDER OF SUCH CONTENT OR SERVICES, OF ANY THIRD PARTY SITE.
17. LIMITATION OF LIABILITY
WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF MINDOJO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE MINDOJO AND HOLD MINDOJO AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, MATERIALS, SITE, YOUR CONTENT, COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGHTHE SITE. YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
18. EXCLUSIVE REMEDY
IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE SERVICES, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE, THE SERVICES AND THE MATERIALS. UNDER NO CIRCUMSTANCES SHALL MINDOJO, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILBALE ON OR THROUGH THE SITE. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion. All of these changes shall be effective upon their posting on the Site or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, Mindojo has no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services.
You agree to indemnify, hold harmless, and defend Mindojo and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use (or anyone using your account’s) use of the Services, the Site or the Materials, (ii) your Content, or (iii) any Commercial Products you offer on or through the Site or using our Services. This includes, but is not limited to, any breach or violation of this Agreement by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.
We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the Site that we have changed this Agreement. If you have a Mindojo account, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement. You and we both understand that sometimes there are issues with email communication. We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Therefore, we encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
We may also, in the future, offer new services and/or features through Site (including the release of new tools and resources). For the avoidance of doubt, such new features and/or services shall be subject to the terms and conditions of this Agreement.
The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of Israel without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Israel. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be Tel Aviv, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
You acknowledge that a violation or attempted violation of any of this Agreement will cause such damage to Mindojo as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Mindojo shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by Mindojo in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction.
In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of Mindojo, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Site or any content used or displayed through the Site.
a. If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.
b. If we fail to enforce any of this Agreement, it will not be considered a waiver.
c. Any amendment to or waiver of this Agreement must be made in writing and signed by us.
d. You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.
e. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
f. This Agreement does not confer any third party beneficiary rights.
g. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Last updated: February 16, 2014
1. INFORMATION COLLECTION & USE
Mindojo Service requires a login in order to provide you with a personalized account. During our account registration process, we will collect an email address, your first and last name, and a password from you. You must provide all of this information in order to obtain an account. After completing our registration form, you will receive a welcome email describing your new Mindojo account, and how to access that account. You may, at your option, also store your social media credentials as part of your account with our Service.
Communications with Mindojo
If you choose to continue service with Mindojo via a paid account, Mindojo will collect the following personally identifiable information from you: credit card number, credit card expiration date, and zip code, and keep this information on file in our secure server in order to process your recurring invoices. You may, at your option, also provide your company name, full billing address and phone number. This information is used to verify credit card authenticity, and process payments as per your applicable service agreement. Upon discontinuation of Mindojo service, your credit card information will be destroyed on our billing system. If we are unable to process your subscription for a given month, this information, along with your account information, may be used to contact you.
Third Party Payment Processors
Mindojo provides a number of tools that will allow you to promote your website (or articles on your website) over email. Email addresses entered into these forms are not stored in our database, but may be stored in our system logs in text format to assist us in tracking down abusive users (users flooding the system), or using these tools for spamming. We will never contact addresses logged in this manner. The email sent through any of these mechanisms is a one time email only.
When accessing web pages on the Website, Mindojo may log your IP address, access URL, time of access, geographic location, browser type, and referral URL in order to provide us with internal information regarding site traffic statistics. This information may also be used to identify users who are using the service for spam or other activity that is deemed in conflict with our Terms of Service. Otherwise, this information is used in the aggregate, and is never linked back to any personally identifiable information.
Comments and User Content Posted to the Website
If you post any Comments or User Content on the Website, you should be aware that any personally identifiable information you choose to provide there may be read, collected, or used by other users of the Website, as well as other third parties. We are not responsible for the information you choose to submit in these forums. We cannot guarantee that other users have not made copies of and/or will not use such information outside of the Website. We are not responsible for information you choose to post in this forum.
The Website provides users the opportunity to interact and post content through various social media sites. Your interactions with such tools, and any information you provide in connection with these interactions are publicly viewable outside of the Website domain. Each social media site has its own privacy policies, which may be more or less protective than this Policy. If you do not wish for this information to be disclosed, then you should not use these tools. We are not responsible for information you choose to post in this forum.
2. USES OF INFORMATION
Mindojo collects the aforementioned personally identifiable information in order to provide you with a service that allows you to maintain an online presence. Various features in our Website management system will, at your discretion, display your name, or adjust the date and time of events based on your locale.
Mindojo also uses information collected through its Service to send out notifications regarding service related issues (such as maintenance periods, billing problems, account expirations, and other items that may impact service). We also may use and disclose your information to our third party service providers in order to send you messages regarding new services or other products from Mindojo.
Information collected through our service logs is used only to identify potential cases of abuse and establish statistical information regarding Website traffic. This statistical information is not otherwise aggregated in such a way that would identify any particular user of the system.
3. INFORMATION SECURITY
We store all user information in secure databases protected via a variety of industry-standard access controls. Secure passwords, SSL encryption, disk-based encryption, firewalls, and other measures are in place that helps us to protect your data. However, no company, including Mindojo, can fully eliminate security risks associated with the transmission of personal information through online transactions, and you do so at your own risk.
If you have any questions about security on the Website, you can reach us via the contact methods provided at the end of this document.
4. ACCESS TO PERSONALLY IDENTIFIABLE INFORMATION
All information that Mindojo stores related to your account, including any subscription billing information, is accessible through your Mindojo account interface. You may use this interface to correct, update or delete your information at any time, and we encourage you to keep this information up to date so that your customer service requests and billing processes operate efficiently. We will respond to your request to access within 5 business days.
To remove your personally identifiable information from our system, submit your account for deactivation. Your personal information will be removed immediately, though your actual login name will remain reserved on our system until re-collection. If you wish to only remove your billing subscription information, cancel your paid account. Both of these removals can be accessed through your Mindojo account interface.
We will retain your information for as long as your account is active or as needed to provide you services. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
5. COMMUNICATIONS FROM MINDOJO, INC.
We will send you service-related announcements on occasions when it is necessary to do so. For instance, if our service is temporarily suspended for maintenance, we might send you an email. Generally, you may not opt-out of these communications, which are not promotional in nature. If you do not wish to receive them, you have the option to deactivate your account.
With your permission, we may also send you messages from time to time about new features or services that we will offer to our users. You may opt-out of these communications at any time by clicking on the link at the bottom of our communications to you, or by changing your preferences in your profile as further described below.
Upon issuing a customer support request to Mindojo, we may use your information and email address to contact you regarding your inquiry.
Only non-promotional service announcements, as described above, will be issued without prior authorization. If you do not want to receive promotional announcements from Mindojo about new products or services, you may contact us and we will not send you further promotional announcements.
Upon deactivating your Mindojo account, you will receive no further communication from us (service announcements included).
6. INFORMATION SHARING AND DISCLOSURE
Aggregate Information (non-personally identifiable)
We share aggregated demographic information about our user base with our marketing partners. This information does not identify individual users. This information contains statistics related to traffic and the geographic location of our customers. We also may share aggregated user information with third parties who help us to analyze our user base to improve the Service.
Other than as described herein, we do not link aggregate user data with personally identifiable information.
Personally Identifiable Information
Mindojo employs third-party service providers to perform functions on our behalf. Examples include credit card processing, email service providers, analyzing data, providing customer service. These service providers have access to personal information needed to perform such functions on our behalf and are authorized to use your personal information only as necessary to provide these services to us.
We may release account and other personal information when we believe release is appropriate to comply with the law; enforce or apply our Terms of Service; or protect the rights, property, or safety of Mindojo, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction.
Other than as set out above, you will receive notice when information about you might go to third parties, and you will have an opportunity to choose not to share the information.
7. LOG FILES
As is true of most websites, we gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data.
We use this information, which does not identify individual users, to analyze trends, to administer websites, to track users' movements around websites and to gather demographic information about our user base as a whole. We do not link this automatically-collected data to personally identifiable information.
Like most websites, we use small bits of data called cookies stored on users' computers to simulate a continuous connection. Cookies let us 'remember' information about your preferences and passwords and allow you to move within our Service without reintroducing yourself. Members who disable cookies will not be able to use the Service, as they are required to maintain your login to our service within a browser session. Disabling cookies does not prevent you from accessing websites published under our system, though some features of those sites may be degraded.
These cookies can be tied back to personally identifiable information only in the event that you are logged in to our Service. If you are logged in to our Service, the cookies on your computer will uniquely identify your account within our system.
9. CANADA AND CALIFORNIA VISITORS
Canadian Visitors to the Site
Canadian citizens, except under circumstances defined by law, are entitled to access their own personal information collected by Mindojo by writing to: (INSERT CONTACT INFO). Mindojo may ask you to pay an administrative fee for accessing or copying your personal information, but will inform you of the anticipated charges and confirm that you want us to proceed before processing your request. If you believe that the personal information about you that we have collected is incomplete or inaccurate, we will correct the information upon verification of the omission or error and of the identity of the person requesting the change. If you wish additional information about our personal information management, to access, correct or have us investigate any matters in relation to your personal information, please contact us.
California Civil Code Section 1798.83 permits users who are California residents and who have provided with "personal information" (as that term is defined in Section 1798.83) to request certain information about the disclosure of that information to third parties for their direct marketing purposes. If you are a California resident with questions regarding this, or how Mindojo reviews and processes any request from you to amend your personal information, please contact us here or in writing to: INSERT CONTACT INFO
Notice for Visitors to the Website Outside of the United States
11. LINKS TO OTHER SITES
This Website contains links to other sites that are not owned or controlled by Mindojo, Inc. Please be aware that we, Mindojo, Inc., are not responsible for the privacy practices of such other sites.
We encourage you to be aware when you leave our site and to read the privacy statements of each and every website that collects personally identifiable information. You will receive a notification when you leave Mindojo.
12. BUSINESS TRANSITIONS
In the event Mindojo, Inc. goes through a business transition, such as a merger, acquisition by another company, or sale of all or a portion of its assets, your personally identifiable information will likely be among the assets transferred. You will be notified via email of any such change in ownership or control of your personal information.
13. LEGAL DISCLAIMER
We reserve the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or legal process served on us, our subsidiaries, affiliates, employees or agents.
14. CHANGES IN THIS PRIVACY STATEMENT
15. CHILDREN UNDER 13
Mindojo is not directed to children under 13 years of age and we do not knowingly collect personally identifiable information from children under 13. If we become aware that a child under 13 has provided us with personally identifiable information, we will delete such information from our files.
16. CONTACT US