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Through its mmprove Website Content Manager Software ("SOFTWARE SERVICES") MindHarbor, Inc. (MINDHARBOR) provides professionals a variety of tools to enable website content management. The following are the terms and conditions for use of the SOFTWARE SERVICES.

SERVICES AND SUPPORT

The SOFTWARE SERVICES are provided subject to this Agreement, as it may be amended by MINDHARBOR, and any guidelines, rules or operating policies that MINDHARBOR may establish and post from time to time (the "Agreement"). By posting updated versions of the Agreement on the Service or at the MindHarbor.com website, or otherwise providing notice to you, MINDHARBOR may modify the terms of the Agreement and may discontinue or revise any or all other aspects of the SOFTWARE SERVICES in its sole discretion. All such changes shall become effective upon posting of the revised Agreement.

The SOFTWARE SERVICES are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the SOFTWARE SERVICES are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the SOFTWARE SERVICES.

The SOFTWARE SERVICES enable individuals to post, update and manage various types of website content without technical programming knowledge.

The SOFTWARE SERVICES will be subject to an initial installation fee and ongoing monthly or periodic subscription fees. Fees are billed monthly or at time of purchase, according to the fee price list provided to you by MINDHARBOR. The fee pricelist is subject to change at any time at the discretion of MINDHARBOR. Amounts paid for the services are not refundable.

Payment for SOFTWARE SERVICES will be made by check or a valid credit card, if accepted by MINDHARBOR. If using a credit card for payment or if you have previously provided your credit card for payment, you hereby authorize MINDHARBOR to charge your credit card for such amounts on a regular monthly basis or at time of purchase. Fees are payable in US dollars. If MINDHARBOR is for any reason unable to effect automatic payment via your credit card, you will be notified via email and your mmprove account will be disabled until payment is received. Monthly pricing may change and you are responsible for reviewing the fee pricelist from time-to-time, remaining aware of the fees charged by MINDHARBOR.

RESTRICTIONS AND RESPONSIBILITIES

MINDHARBOR will not use your customer information for any other purposes than those intended with the service.

This is an Agreement for SOFTWARE SERVICES. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the SOFTWARE SERVICES or any software, documentation, or data related to the SOFTWARE SERVICES; remove any proprietary notices or labels from the SOFTWARE SERVICES, modify, translate, or create derivative works based on the SOFTWARE SERVICES; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the SOFTWARE SERVICES. The SOFTWARE SERVICES shall be used for your internal business (which includes civic or charitable) purposes only and you shall not use the SOFTWARE SERVICES for timesharing or service bureau purposes or otherwise for the benefit of a third party.

You acknowledge and agree that the SOFTWARE SERVICES and the MINDHARBOR company names and logos and all related product and service names, design marks and slogans, are the property of MINDHARBOR or its affiliates or suppliers (collectively, the "MARKS"). You are not authorized to use any of the MARKS in any advertising, publicity or any other commercial manner without the prior written consent of MINDHARBOR. Your use of the SOFTWARE SERVICE confers no title or ownership in the SOFTWARE SERVICES or the MARKS and is not a sale of any rights in the SOFTWARE SERVICES or the MARKS. All ownership rights remain in MINDHARBOR or its third party suppliers, as the case may be.

You represent, covenant, and warrant that you will use the SOFTWARE SERVICES only in compliance with the Agreement and all applicable laws (including but not limited to policies and laws related to privacy, obscenity, or defamation). You hereby agree to indemnify and hold harmless MINDHARBOR against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to your use of the SOFTWARE SERVICES. In addition, you acknowledge and agree that MINDHARBOR has the right to seek damages when you use the SOFTWARE SERVICES for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. Although MINDHARBOR has no obligation to monitor the content provided by you or your use of the SOFTWARE SERVICES, MINDHARBOR may do so and may remove any such content or prohibit any use of the SOFTWARE SERVICES it believes may be (or is alleged to be) in violation of the foregoing.

The SOFTWARE SERVICES may only be used for lawful purposes. Transmission or solicitation of any material that violates United States federal, state or other laws that may apply in this jurisdiction or your local area is prohibited. This may include material that is obscene, threatening, harassing, libelous, or in any way a violation of intellectual property laws or a third party's intellectual property rights.

In using the varied features of the SOFTWARE SERVICES, you may provide information (such as name or other registration information) to MINDHARBOR. MINDHARBOR may use this information and any technical information about your use of the SOFTWARE SERVICES to tailor its presentations to you, facilitate your movement through the SOFTWARE SERVICES, or communicate separately with you.

ACCOUNT TERMINATON

You may terminate this Agreement at any time by sending an email message to info@mindharbor.com or by sending written notice to: MindHarbor, Inc., 13000 Deerfield Parkway Building 300, Alpharetta, GA 30004. There are no refunds for any fees paid.

MINDHARBOR may terminate this Agreement or the SOFTWARE SERVICES at any time with or without cause, and with or without notice. MINDHARBOR shall have no liability to you or any third party because of such termination.

MINDHARBOR will delete any of your archived data within 30 days after the date of termination. All sections of this Agreement, which by their nature should survive termination; will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.

WARRANTY DISCLAIMER / REMEDIES

USE OF THE SOFTWARE SERVICES AND ANY RELIANCE BY YOU UPON THE SOFTWARE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. MINDHARBOR DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND MINDHARBOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Your sole and exclusive remedy for any failure or nonperformance of the SOFTWARE SERVICES shall be for MINDHARBOR to use commercially reasonable efforts to adjust or repair the SOFTWARE SERVICES.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MINDHARBOR OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "MINDHARBOR, INC.") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF MINDHARBOR, INC. SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, MINDHARBOR, INC. IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF MINDHARBOR, INC. TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

EXPORT OF SERVICES OR TECHNICAL DATA

You may not remove or export from the United States or allow the export or re-export of the SOFTWARE SERVICES, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

PROHIBITED COMMERCE / CONTENT POLICY

MINDHARBOR prohibits the use of the SOFTWARE SERVICES by any company or site that engages in any of the following: 

  • Posts any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence
  • Displays material that exploits children, or otherwise exploits children under 18 years of age
  • Posts or discloses any personally identifying information or private information about children without their consent (or their parents consent in case of a minor)
  • Provides, sells or offers to sell the following products or content (or services related to the same): pornography or illicitly pornographic sexual products; escort services; illegal goods; illegal drugs; illegal drug contraband; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons
  • Sells or promotes any products or services that are unlawful in the location at which the content is posted or received
  • Introduces viruses, worms, harmful code and/or Trojan horses on the Internet
  • Provides material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content
  • Promotes, solicits or participates in pyramid schemes
  • Engages in any libelous, defamatory, scandalous, threatening, harassing activity

MINDHARBOR reserves the right to prohibit the use of the SOFTWARE SERVICES by any company or site in its sole discretion.

MISCELLANEOUS

If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind MINDHARBOR in any respect whatsoever.

In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.

The Agreement shall be governed by the laws of the State of Georgia, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Atlanta, Georgia.