Date of Last Update: November 23, 2016
Please read these Terms carefully before using the Services. By accessing or using the Services, you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms (collectively the “Agreement”). If you do not agree with these Terms in their entirety, you may not use the Services. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
The Services are intended for use by businesses and are not targeted at or intended to be used by children. You must be at least of the age of majority to use the Services.
In these Terms, our customers and the persons to whom they give “staff” or “advisor” access to their MindBridge account are called “Subscribers”, and our customers’ customers who use the Services are called “Customers”. In these Terms users of the Services, whether they are Subscribers, Customers, members of the MindBridge forum, people who post comments on the MindBridge blog, or casual browsers of the Website, are called “Users”.
MindBridge reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any, or we will post a notice in the App visible to you the next time you access the App and/or an update on the Website. Material changes will take effect 30 days from the date of posting of an update to these Terms and all minor changes that are not material to the Terms will take effect from the date of update. If you do not agree with the changes, you can cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month-end after cancellation). Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Website (or for App users, a notice visible in the App), and your continued use of the Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services.
The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the App.
2. Registration Data; Account Security
If you register for an account on the Services, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your password and your API key (if applicable); (c) maintain and promptly update the Registration Data, and any other information you provide to MindBridge, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to MindBridge. You are responsible for all activity on your MindBridge account, and for all charges incurred by your MindBridge account.
3. Fees; Charges; Taxes
Fees (including the basis of calculation of fees) and any other charges for the use of the Services and for any “Add-ons” (being third-party optional functionality and applications) are described on the Website, a custom quote provided to you or as otherwise agreed with you. They may change from time to time. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Services or the Add-ons, as the case may be, after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
4. Ownership, Copyright and Trademarks
4.1: In these Terms, the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users, whether they are Subscribers, Customers or other Users, is called “User Content”, and includes reports or other similar content generated through the Service by a User using other User Content. User Content is that User’s property. MindBridge’s only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 5 and Section 18 of these Terms.
4.2: Other than the User Content, the Services, all Content and all software available on the Services or used to create and operate the Services is the property of MindBridge or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by MindBridge.
4.3: Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services, including through the MindBridge API or an Add-on, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.
4.4: You acknowledge that all intellectual property rights in the Services are and will remain our sole property of or those of our licensors, if any. Nothing contained in this Agreement will be construed as conferring by implication, estoppel or otherwise upon You any ownership, license or other right except the licenses and rights expressly granted hereunder to You. In this agreement, intellectual property rights include without limitation all intellectual property rights comprising or relating to: (a) patents; (b) trade-marks; (c) internet domain names, whether or not trade-marks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and uniform resource locators (URLs); (d) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.
4.5: We welcome your suggestions, comments and feedback on the Services (“Feedback”) as it helps us to make improvements to the Services. If you provide us with Feedback you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) we (including all of our successors and assigns) may freely use Feedback without any restrictions; and (d) you are not entitled to receive any compensation or re-imbursement of any kind in respect of Feedback.
5. Your Limited License of Your User Content to MindBridge
5.1: We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Website and provide the Services, now and in the future. Therefore, by posting or distributing User Content to or through the Services, you (a) grant MindBridge and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
5.2: If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in Section 5 of these Terms.
5.3: These licenses from you are non-exclusive because you have the right to use your User Content elsewhere, they are royalty-free because we are not required to pay you for the use of your User Content on the Services and they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
5.4: It is part of the nature of the Services that the algorithms used in the Service continue to be updated and adjusted as different patterns of anomaly are identified. Such patterns may be identified by us as a result of analysis of your User Content. You hereby acknowledge and agree that MindBridge is entitled to collect and retain any anonymized results of any analysis of your User Content (but excluding any actual User Content) for the purpose of making additions, adjustments or modifications to any algorithm (“Algorithm Adjustment”). MindBridge shall retain all intellectual property rights to such Algorithm Adjustments and, without limiting the foregoing, you acknowledge that (a) we (including all of our successors and assigns) may freely use any Algorithm Adjustment without any restrictions; and (b) you are not entitled to receive any compensation or re-imbursement of any kind in respect of any Algorithm Adjustment.
5.5: The license granted under Section 5.1 and 5.2 in respect of Services provided through an Installed App shall only apply to the extent required to permit us discharge our on-going support and maintenance obligations to you as set out in Section 8.
6. Our Limited License of Content to You
6.1: MindBridge grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use or, in respect of reports generated by the Content, for your Customer’s use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page cacheing) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Services or the Content other than for their intended purpose.
6.2: Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by MindBridge at any time.
6.3: Your use of any Add-on is governed by the End User License Agreement that applies to that Add-on, and not by this Section of the Terms. That End User License Agreement is an agreement between you and the provider of that Add-on, and you acknowledge that that End User License Agreement is a binding agreement between you and that provider. Your use of the Service through an Add-on, including any Content that may be delivered to you through the Add-on, is subject to this Section of the Terms.
6.4: You represent and warrant that (a) your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law; (b) you will not, and will not permit any customer or other third party to, use the Services or the Content to make decisions regarding the provision of credit, insurance, employment or continued employment, or other benefits to a Customer or other individual, or for other purposes restricted or regulated by applicable law; and (c) your use of the Services and Content, and related submission of personal information or other data to us, will comply with all applicable laws.
6.5: To request permission for uses of Content not included in this license, you may contact MindBridge at the address set out at the bottom of these Terms.
7. Using the MindBridge App
This Section applies to use of both the SaaS App and the Installed App. Subject to the terms and conditions of this Agreement and your payment of the applicable fees we grant you a limited, non-exclusive, non-transferable, non-sublicensable, internal license on a per Subscriber basis to access the App and use the Services for your internal business purposes. The App contains trade secrets of MindBridge and You shall not reverse engineer, disassemble, reverse translate, decompile or in any other manner decode the App except to the extent the foregoing restriction is expressly prohibited by applicable law notwithstanding a contractual obligation to the contrary, provided that if applicable law permits any of the foregoing activities in respect to the App, you may only attempt any such activities after You have requested the necessary information in writing from MindBridge and MindBridge has failed to make such information available to you within a reasonable period of time. You acknowledge and agree that no rights with respect to the source code of the App are granted to you. You shall not distribute, lease, rent, grant a security interest in, assign, or otherwise transfer the App. You shall not modify or create any derivatives works of the App or merge all or any part of the App with another program. You shall not disclose any performance, benchmarking, or feature-related information about the App. You further agree not to disclose, transfer or otherwise provide to any third party any portion of the App except as explicitly permitted herein.
8. Using the MindBridge API
8.1: These terms shall apply in the event that you use the Installed App in addition to the other terms of this Agreement (together with such other license terms as may be indicated on installation of such Installed App, if any). You shall only be entitled to install and use the Installed App where we expressly agree this with you, and the following provisions are subject to this restriction. .
8.2: You may install, use and run one copy of the Installed App on such number of server instances and in such locations as we may expressly agree with you from time to time. The Installed App is licensed to you on the terms of this Agreement, and is not sold to you. All rights in and to the Installed App are our sole property and/or our licensors and are protected by all applicable intellectual property rights and contract laws. In accepting this license, you acknowledge that all intellectual property rights in the Installed App are and will remain our sole property and/or those of our licensors. Nothing contained in this agreement will be construed as granting you by implication, estoppel or otherwise any ownership, license or other right except the licenses and rights expressly granted hereunder to you. You may make one copy of the Installed App in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. You may not make any additional copies of the Installed App without our express permission. Any copy of the Installed App made by you: (a) will remain our exclusive property of; (b) be subject to the terms and conditions of this Agreement; and (c) must include all copyright or other intellectual property rights notices contained in the original.
8.3: Subject to the terms and conditions of this Agreement, and conditional on your compliance therewith, we grant you a non-exclusive, non-sublicensable and non-transferable, limited license to use the Installed App solely for the your own benefit in the ordinary course of your internal business operations during the Term and subject to such other restrictions as may be set out in any applicable order.
8.4: Except as this Agreement expressly permits, you shall not, and shall not permit any other person to:
- modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of any Installed App;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Installed App to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
- bypass or breach any security device or protection used for or contained in the Installed App;
- use the Installed App in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or other right of any person, or that violates any applicable law;
- use the Installed App for purposes of: (i) benchmarking or competitive analysis of the Installed App; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to our detriment or commercial disadvantage;
- use the Installed App in or in connection with the design, construction, maintenance, operation or use of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications or any other use or application in which the use or failure of the Installed App could lead to personal injury or severe physical or property damage;
- use the Installed App in any manner or for any purpose or application not expressly permitted by this Agreement; or
- allow any third party to have access to or use any portion whatsoever of the Installed App.
8.5: We shall deliver and, where so agreed, install one copy of the Installed App on your systems on such date as we may agree (whether in an order form or otherwise). Any installation and/or configuration services which we may provide shall be subject to the terms of a separate professional services as agreed in accordance with Section 13. We may also provide such on-going maintenance and support services as may be separately agreed in a service level agreement as agreed in accordance with Section 13.
8.6: You covenant and undertake to procure that the server on which the Installed App is installed shall at all times be connected to the internet (subject to reasonable downtime for sever and network maintenance and support) and shall be available for remote connection by us for the purposes set out in this Agreement. You acknowledge and agree that we shall have the right to access the Installed Software for the purposes set out in this Agreement.
8.7: You further acknowledge and agree that we shall be entitled (but not obliged) to remotely update the Installed App with any Maintenance Release, provided that we shall give you not less than one (1) business day’s warning of the installation of such Maintenance Release. For the purpose of this Agreement, “Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Installed App which may contain, among other things, security updates, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the installed App.
8.9: On the expiration or earlier termination of this Agreement, all rights, licenses and authorizations granted to you hereunder will immediately terminate and you shall immediately:
- cease all use of and other activities with respect to Installed App; and
- permanently erase from all devices and systems you directly or indirectly control, the Installed App and our Confidential Information, and certify that you have so erased the Installed App and our Confidential Information.
9. Use of Interactive Areas of the Website and the Services
9.1: This Section contains terms and conditions applicable to your use of the MindBridge API, whether you are a Subscriber or other User, including a developer or operator of a website or application (such a website or application, a “MindBridge API Implementation”, and the developer or operator, an “API Developer”) who wishes to use the MindBridge API for the purpose of including Content in your MindBridge API Implementation. If you are a Subscriber and you procure a third-party to develop a MindBridge API Implementation for you, this Section applies to your and their use of the MindBridge API, and you are responsible for their compliance with this Section to the same extent as though you were developing the MindBridge API Implementation yourself.
9.2: If you are an API Developer and not otherwise a User, your use of the MindBridge API constitutes your agreement to these Terms. We may change these Terms in accordance with the procedure outlined above on updates to these Terms..
9.3: If you are an API Developer and not otherwise a Subscriber or other User of the Services, the license set forth in this Section applies to your use of the MindBridge API, and the license set forth in Section 6 does not apply to your use of the MindBridge API. If you are also a Subscriber or other User, the license set forth in Section 6 applies to your use of Content other than the MindBridge API, and this Section applies to your use of the MindBridge API.
9.5: Your use of the MindBridge API is also subject to the following restrictions. You may not:
- interfere or attempt to interfere in any manner with the proper workings of the MindBridge API, or create or distribute any MindBridge API Implementation that adversely affects the functionality or performance of the Services or adversely impacts the behavior of other applications using the MindBridge API;
- misrepresent your identity or intentions when communicating with us in relation to the MindBridge API, use the developer credentials licensed to a different individual or entity, allow your credentials to be used by others, or mask your usage of the MindBridge API;
- use the MindBridge API in association with, or as a component of, any website that in the sole discretion of MindBridge is determined to be obscene or otherwise inappropriate;
- use the MindBridge API for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code;
- use the MindBridge API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality;
- replicate, in whole or in part, the “look and feel” of MindBridge with your MindBridge API Implementation;
- include in your MindBridge API Implementation a combination of visual, design, or functional elements that could reasonably be expected to cause confusion between MindBridge and your MindBridge API Implementation among users;
- disparage or otherwise negatively represent MindBridge in your MindBridge API Implementation;
- use the MindBridge API for any application that attempts to replace or replicate the essential user experience or functionality of the Service;
- reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof;
- circumvent or render ineffective any IP address-based functionality or restriction imposed by the Services;
- circumvent technological measures to prevent direct database access, nor manufacture tools or products to that effect;
- build conversion functionality that converts Content from the Service to a competing product or service; or
- at any time you are operating your MindBridge API Implementation, solicit, interfere with or endeavour to entice away from us any of our Subscribers.
9.6: You agree to carefully monitor your use of the MindBridge API and ensure that it remains within reasonable operational limits for both your own server capacity and for ours. You acknowledge and agree that we may impose or adjust the limit on the number of transactions you may send or receive through the Service; such fixed upper limits may be set by us at any time, at our discretion.
9.7: MindBridge has no responsibility to any person for any use or misuse of any Content obtained through the MindBridge API. If you are a Subscriber, you should consider carefully whether you wish to give an API Developer access to your Content through the MindBridge API. If you wish to revoke access to your Content through the MindBridge API, you should change your MindBridge API key or revoke authorization of the MindBridge API Implementation to your Content.
10. Use of Interactive Areas of the Website and the Services
10.1: The Website may include discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the Services (“Interactive Areas”). If MindBridge provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Services will be considered non-confidential. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
- Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
- Viruses, corrupted data or other harmful, disruptive or destructive files;
- Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
- Content that, in the sole judgment of MindBridge, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Services, or which may expose MindBridge or its affiliates or its users to any harm or liability of any type.
10.2: Finally, MindBridge has a “zero-tolerance” policy towards SPAM: you may not use the Interactive Areas or the Services generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Services you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
10.3: Any use of the Interactive Areas or other portions of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Services.
11. Reliability and Security
11.1: We take reliability and security seriously. We take technical, contractual, administrative, and physical security steps designed to protect data that we process or maintain in our Services. We use hosting services and security technologies and services that we believe provide appropriate and reliable protections for such data.
11.2: However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use MindBridge, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.
11.3: MindBridge provides the MindBridge API to facilitate the use of the Services with other services on the Internet. If a third party is authorized through your MindBridge account to have access to your User Content through the MindBridge API, we cannot control and are not responsible or liable for the third party’s use of your User Content.
12. No Responsibility for Third-Party Services, Sites or Content
12.1: As a service to Users, the Website may contain links to third-party websites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide third-party services (“Third-Party Services”), including Add-ons, payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.
12.2: MindBridge makes no claim or representation regarding Third-Party Materials and Third-Party Services, and provides them or links to them only as a convenience. Inclusion in the Services of Third-Party Materials does not imply MindBridge’ endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Materials. MindBridge accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Materials, or Web sites linking to the Services. When you leave the Services, our terms and policies no longer govern, and when you use Third-Party Services their terms and policies apply. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Materials and Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
12.3: The provider of each Add-on is solely responsible for that Add-on, the content therein, any warranties to the extent that such warranties have not been disclaimed, any training, support or maintenance for the Add-on, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the provider of that Add-on; MindBridge is acting as agent for the provider in providing each such Add-on to you; MindBridge is not a party to the license between you and the provider with respect to that Add-on; and MindBridge is not responsible for that Add-on, the content therein, or any warranties or claims that you or any other party may have relating to that Add-on or your use of that Add-on.
12.4: You acknowledge and agree that MindBridge and its affiliates are third-party beneficiaries of the End User License Agreement for each Add-on, and that, upon your acceptance of the terms and conditions of the license to any such Add-on, MindBridge will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
13. Support, Maintenance and Professional Services
We may agree to provide you with additional support, maintenance and/or professional services from time to time. Any such additional services shall only be provide by express written agreement between us and you, and shall be subject to both the terms of this Agreement (where they shall be deemed to form part of the Services) and such other express agreement.
14. Warranty Disclaimer
14.1: THE WEBSITE, THE CONTENT, THE ADD-ONS AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM MINDBRIDGE OF ANY KIND, EITHER EXPRESS OR IMPLIED. MINDBRIDGE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MINDBRIDGE DOES NOT REPRESENT OR WARRANT THAT WEBSITE, THE CONTENT, THE ADD-ONS OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
14.2: WHILE MINDBRIDGE MAKES REASONABLE MEASURES TO SECURE THE SERVICES, MINDBRIDGE DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, THE CONTENT, THE ADD-ONS OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
14.3: WITHOUT LIMITING THE PROVISIONS OF SECTIONS 14.1AND 14.2 ABOVE, MINDBRIDGE DOES NOT REPRESENT OR WARRANT ANY GUARANTEED RESULT, INCLUDING IN PARTICULAR BUT WITHOUT LIMITATION THAT ANY ANALYSIS OR PROCESSING OF CUSTOMER DATA BY OR THROUGH THE SERVICES WILL IDENTIFY ALL OR ANY INSTANCES OF ANOMALIES WHICH MAY OTHERWISE BE CAPABLE OF DETECTION THROUGH ANALYSIS OF SUCH DATA. THE SERVICES ARE PROVIDED AS AN ADJUNCT TOOL FOR USE IN CONNECTION WITH OTHER AUDIT AND ANALYSIS TOOLS, AND ARE NOT REPRESENTED BY MINDBRIDGE AS BEING CAPABLE OR APPROPRIATE FOR USE IN REPLACEMENT OF HUMAN-DRIVEN AUDIT SYSTEMS. THE USER IS RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY FINDINGS PRODUCED BY THE APP.
14.4: WHERE THE SERVICES GENERATE ANY FORM OF INDICATORS (INCLUDING WITHOUT LIMITATION ANY INDICATORS WHICH (I) INDICATE A RISK LEVEL IN RESPECT OF ANY PROBABILITY OF ANOMALIES; OR (II) ARE USED TO DISPLAY ANY RESULTS WHERE THE PROBABILITY OF ANOMALY IS ONE OF THE DETERMINING FIELDS IN SELECTING SUCH RESULTS), CLIENT ACKNOWLEDGES THAT SUCH INDICATORS ARE AUTOMATED ESTIMATES WHICH, BY THEIR NATURE, MAY NOT BE ACCURATE. ACCORDINGLY, WITHOUT LIMITING THE PROVISIONS OF SECTIONS 14.1, 14.2 AND 14.3 ABOVE, MINDBRIDGE DOES NOT REPRESENT OR WARRANT THAT ANY INDICATORS OR RESULTS GENERATED BY THE SERVICES (INCLUDING WITHOUT LIMITATION ANY ANOMALY PROBABILITY INDICATORS) ARE ACCURATE OR REPRESENTATIVE, OR CAPABLE OF BEING RELIED UPON.
15. Limitation of Liability; Indemnity
15.1: YOU WAIVE AND SHALL NOT ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST MINDBRIDGE, ITS AFFILIATES OR SUBSIDIARIES, THEIR SPONSORS, CONTRACTORS, ADVERTISERS, VENDORS OR OTHER PARTNERS, ANY OF THEIR SUCCESSORS OR ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES (COLLECTIVELY, THE “RELEASED PARTIES”) ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE WEBSITE, THE CONTENT, THE ADD-ONS OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO INFRINGEMENT OF PROPRIETARY RIGHTS, OR ALLEGATIONS THAT ANY RELEASED PARTY HAS OR SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS YOU OR ANY THIRD PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE WEBSITE, THE CONTENT, THE ADD-ONS OR THE SERVICES. YOU USE THE THE CONTENT, THE ADD-ONS AND THE SERVICES AT YOUR OWN RISK.
15.2: WITHOUT LIMITATION OF THE FOREGOING, NEITHER MINDBRIDGE NOR ANY OTHER RELEASED PARTY SHALL BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE CONTENT, THE ADD-ONS OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON THE CONTENT, THE ADD-ONS OR THE SERVICES OR OTHER INFORMATION OBTAINED FROM MINDBRIDGE OR ANY OTHER RELEASED PARTY OR ACCESSIBLE VIA THE CONTENT, THE ADD-ONS OR THE SERVICES, OR THAT RESULT FROM MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO MINDBRIDGE OR ANY OTHER RELEASED PARTY’S RECORDS, PROGRAMS OR SERVICES.
15.3: IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MINDBRIDGE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE WEBSITE, THE CONTENT, THE ADD-ONS OR THE SERVICES EXCEED ANY COMPENSATION PAID BY YOU FOR ACCESS TO OR USE OF THE WEBSITE, THE CONTENT, THE ADD-ONS OR THE SERVICES, AS THE CASE MAY BE, DURING THE THREE MONTHS PRIOR TO THE DATE OF ANY CLAIM.
15.4: YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS MINDBRIDGE AND THE OTHER RELEASED PARTIES FROM ANY LOSS, DAMAGES, LIABILITIES, COSTS, EXPENSES, CLAIMS AND PROCEEDINGS ARISING OUT OF YOUR USE OF THE WEBSITE, THE CONTENT, THE ADD-ONS AND THE SERVICES IN BREACH OF THESE TERMS, AND IF YOU ARE A SUBSCRIBER, FROM YOUR CUSTOMERS’ USE OF THE SERVICES AND FROM THE USE OF THE WEBSITE, THE CONTENT, THE ADD-ONS AND THE SERVICES BY ANY PERSON TO WHOM YOU GIVE ACCESS TO YOUR ACCOUNT (INCLUDING STAFF OR ADVISORS), INCLUDING ANY CLAIMS MADE BY ANY PERSON THAT ANY OF YOUR, AND IF YOU ARE A SUBSCRIBER, YOUR CUSTOMERS’, USER CONTENT INFRINGES THE RIGHTS, INCLUDING THE INTELLECTUAL PROPERTY RIGHTS, OF ANY THIRD PARTY.
16.1: Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Subscribers and Customers in the dashboard area of your account on the Website, or post the notice elsewhere on the Website. When we post notices on the Website, we post them in the area of the Website suitable to the notice. It is your responsibility to periodically review the Website for notices.
17. Applicable Law and Venue
17.1: The Services are controlled by MindBridge and operated by it from its offices in Ottawa, Ontario. You and MindBridge both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and MindBridge explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Content, the Add-ons or the Services will be governed by the laws of the Province of Ontario and the Federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
17.2: Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving MindBridge and arising out of or relating to (a) these Terms; (b) the Content, the Add-ons or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Content, the Add-ons or the Services; or (d) the relationships that result from these Terms or the Content, the Add-ons or the Services (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against MindBridge related to any Claim and, where applicable, you also agree to opt out of any class proceedings against MindBridge. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
17.3: To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Ottawa, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
17.4: If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify MindBridge and the other Released Parties for your failure to comply with any such laws.
18. Termination/Modification of License and Website Offerings
Notwithstanding any contrary provision of these Terms, MindBridge reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof (including any use of any Add-on) and the rights of any third party to which you have granted access to your User Content through the MindBridge API; (b) block or prevent your future access to and use of all or any portion of the Services or Content (including any use of any Add-on) and the rights of any third party to which you have granted access to your User Content through the MindBridge API; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.
19. Inactive Accounts; Termination of Agreement
19.1: If your account is inactive for at least two months, we may deactivate your account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don’t want us to deactivate it, let us know in advance. If after your account has been deactivated it stays inactive and we don’t hear from you, we may terminate it at any time and without notice.
19.2: You and MindBridge may terminate your use of the Services including your agreement to these Terms at any time. If you terminate your use of the Services you must pay the fees applicable for the balance of the then current billing period (if your billing period is monthly, we will prorate your account to the nearest month-end after termination) including for any Add-ons you may be using. When your MindBridge account is terminated, your User Content will, shortly thereafter, not appear on the Services, except for User Content submitted to public areas of the Website such as the blog, forum, or product reviews, which may remain on the Website after termination. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
19.3: If these Terms expire or terminate for any reason, Sections 4, 9, 10, 11, 12, 13, 15, 17 and 18 shall survive indefinitely.
These Terms, together with any other written agreement between us which expressly incorporates these terms (if any) constitute the entire agreement between you and MindBridge in respect to the Services, superseding any other agreements or discussions, oral or written, and may not be changed except by a written license agreement with MindBridge or a distributor of MindBridge. The terms and conditions of this Agreement shall prevail over any pre-printed terms on any quotes, orders, purchase orders, or purchase order acknowledgements, and shall prevail over any other communications between the parties in relation to the Services and the Services shall be licensed pursuant to the terms and conditions hereof unless you have executed a written license agreement with MindBridge or a distributor of MindBridge, in which case the Services shall have been licensed pursuant to the terms and conditions of such written license agreement. You may not assign this Agreement whether voluntarily, by operation of law, or otherwise without MindBridge’s prior written consent. MindBridge may assign this Agreement at any time without notice. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. This Agreement shall be governed by the laws of the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement and the courts in the Province of Ontario, shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this Agreement, and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts for any action or proceeding brought by you. You hereby waive any right You may have to request a jury trial with respect to any action brought by you in connection with this Agreement including the Services. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The Uniform Computer Information Act does not apply to this Agreement.
If You have any questions or concerns about this Agreement and/or if you wish to contact MindBridge for any reason, please contact us (email: firstname.lastname@example.org).