LMS Subscription Terms and Conditions

Online Privacy Policy

We at MindWires LLC, and all of its subsidiaries, affiliates, brands and entities that it controls (collectively “MindWires,” “we” or “our”), respect your privacy. We are committed to protecting the personally identifiable information (“Personal Information”) that you share with us. This Online Privacy Policy is designed to help you understand the care with which we intend to treat your Personal Information. The effective date of this Online Privacy Policy is May 9, 2016.

WHAT IS PERSONAL INFORMATION?

Personal Information includes any information that may be used to identify an individual, such as a first and last name, a home or other physical address, a telephone or facsimile number, an email address and/or other contact information. We may need to obtain or you may choose to provide us with your Personal Information in order to process purchases and requests, permit your access to our Sites and Services, and/or to provide you with information regarding our Sites or Services.

WHAT PERSONAL INFORMATION DO WE GATHER/TRACK?

We request or obtain Personal Information when you register an account with us, submit information about yourself to us, request information about services, request a service, correspond with us or engage in certain other activities through our Sites. You make the decision whether to proceed with any activity that requires Personal Information. If you do not wish to provide the requested information, however, you may be unable to complete the matter. When you register an account, you will be required provide us with Personal Information such as your name, physical address, email address, other contact information and demographic information in order to utilize our Sites and Services. You may also provide your payment information, including your credit or debit card number, card expiration date, CVV code, and billing address (collectively, “Payment Information”) to complete a commerce transaction on through the Services. To facilitate future purchases on the Services, at your election, we may store your Payment Information, excluding CVV code, which you can remove from your account at any time using your account settings. We consider your Payment Information private and do not make such information public. We collect and store information created by your purchases made on through the Services. We may establish user profiles for the purposes of interacting with others through our Sites, posting comments or for other purposes. Your name (but not your email address) and additional Personal Information that you choose to add to your user profile may be publicly available. For example, if you post comments on our Sites and include Personal Information in the comments, this Personal Information may be searched by search engines and republished. By using the Services, you may further choose to disclose optional information, which MindWires will use to improve the Services and/or make the Services a richer community experience. Such optional information may include “social” information such as your photo, title, personal website, bio, location, gender, age, and other demographic information, or business demographic information such as software or system usage rates, agreement terms, and user statistics. Certain optional information you choose to provide may also be made publicly available and may be searched by search engines and republished.

WHAT DO WE DO WITH THE INFORMATION WE GATHER/TRACK?

We often use your Personal Information to provide you with information about new services, informative emails, and research on future service ideas or improvements. Additionally, we use Personal Information to allow you to obtain access to our Sites and Services, information about services or otherwise engage in other activities you select. We share your Payment Information with payment services providers to process payments; prevent, detect and investigate fraud or other prohibited activities; facilitate dispute resolution such as chargebacks or refunds; and for other purposes associated with the acceptance of credit or debit cards. We may share your credit or debit card number with payment services providers, or third parties authorized by them, to monitor card transactions at participating merchants and track redemption activity for the purposes of providing card-linked services.

THIRD PARTIES WITH WHOM WE MAY SHARE PERSONAL INFORMATION

MindWires places an extremely high value upon your privacy, and thus, except with your consent or as provided herein, we will treat as confidential all Personal Information you have provided to us. MindWires will never sell, trade, share, or intentionally transfer any Personal Information about you to any third party for any reason, other than to a third party who acts as MindWire’s agent or stores Personal Information on our behalf, or to a party that acquires our business or assets. Occasionally, MindWires may share non-personal aggregate statistical data with third parties, and we may also share Personal Information with our selected business partners for the purpose of providing you with improved services. If you prefer that we not provide your Personal Information to our business partners, you may let us know by using one of the methods described below in this Online Privacy Policy. The Personal Information that you have provided us may be transferred to other MindWires offices. We may also retain the services of outside contractors to provide services for us. They may be used to provide training services, technical support, to develop improved services, to handle request processing or to perform other services. We require that these contractors keep the Personal Information of our users secure and confidential. We also require that these contractors use Personal Information only on behalf of MindWires. Please be advised that in certain instances, it may be necessary for MindWires to disclose Personal Information to government officials or otherwise as required by our legal obligations. Your Personal Information may be processed in the country in which it was collected and/or in other countries where laws regarding the processing of Personal Information may be more or less stringent than the laws of the United States and/or the State of California.

CHOICE/OPT-OUT

MindWires provides a number of ways for you to “opt-out” of receiving additional information from us or having us provide your Personal Information to our partners and outside contractors. We may offer you these choices at the time you give us your information. Users who no longer wish to receive our promotional communications may opt-out of receiving these communications by replying to an email communication and writing “unsubscribe” in the subject line of the email or by emailing us at [email protected]

COOKIES AND OTHER TRACKING TECHNOLOGIES

Some of our Web pages utilize “cookies,” “web beacons” and other tracking technologies. A “cookie” is a small text file that may be used, for example, to collect information about your Web site activity. Some cookies and other technologies may serve to recall Personal Information previously indicated by a Web user. Most browsers allow you to control cookies, including whether or not to accept them and how to remove them. You may set your browsers to notify you if you receive a cookie, or you may choose to block cookies with your browser. Web beacons, also known as clear GIFs or tracking pixels, are markers on Web pages, email messages, or other content that are linked to third party tracking tools and technologies that we may use or license to provide features of our services. They may be used with cookies, and may be either visible or invisible. Collected information includes, but is not limited to, data about which pages you access, how you interact with online content, how you use our Web site and services, and what links you choose to click on. We may use third party data collection, tracking, analytics, and ad serving tools to gather and analyze this data. Tracking technologies may record information such as Internet domain and host names; Internet protocol (IP) addresses; browser software and operating system types; clickstream patterns; and dates and times that our site is accessed. Our use of cookies and other tracking technologies allows us to improve our Sites and your Web experience. We may also analyze information that does not contain Personal Information for trends and statistics.

DO NOT TRACK SIGNALS

In the event that you enable or send a “Do Not Track” signal or similar mechanism relating to the tracking of browsing activities, please note that MindWires does not have practices or protocols in place to honor or respond to such requests. MindWires, however, only collects the types of information otherwise described in this Online Privacy Policy.

LINKS TO BUSINESS PARTNERS AND CO-BRANDED SITES

Our Sites may contain links to other sites. We do not necessarily share Personal Information with those websites and are not responsible for their privacy practices. We encourage you to learn about the privacy policies of those companies. Our Sites may contain links to websites operated by other companies. Some of these third-party sites may be co-branded with a MindWires logo, even though they are not operated or maintained by MindWires. Although we choose our business partners carefully, MindWires is not responsible for the privacy practices of web sites operated by third parties that are linked to our site. Once you have left our Sites or Services, you should check the applicable privacy policy of the third party website to determine how they will handle any information they collect from you.

CHILDREN AND PRIVACY

Our Sites and Services do not target and are not intended to attract children under the age of 13. MindWires does not knowingly solicit Personal Information from children under the age of 13 or send them requests for Personal Information.

ACCESS/ACCURACY

To the extent that you do provide us with Personal Information, MindWires wishes to maintain accurate Personal Information. Where we collect Personal Information from you on our Sites, our goal is to provide a means of contacting MindWires should you need to review, update or correct that Personal Information. If for any reason those means are unavailable or inaccessible, you may send updates and corrections about your Personal Information by email to [email protected] and we will make reasonable efforts to incorporate the changes in your Personal Information that we hold as soon as practicable.

YOUR CONSENT

By using our Sites and Services, you consent to the terms of this Online Privacy Policy and to MindWires’ processing of Personal Information for the purposes given above as well as those explained where MindWires collects Personal Information on the Sites.

CHANGES TO THIS POLICY

MindWires reserves the right to change this Online Privacy Policy from time to time. The most current version of the Online Privacy Policy will govern our use of your Personal Information. Accordingly, should this Online Privacy Policy change, we intend to take every reasonable step to ensure that these changes are brought to your attention by posting all changes prominently on our Sites and Services for a reasonable period of time. By continuing to access or use MindWires’ Sites and Services after those changes become effective, you agree to be bound by the revised Online Privacy Policy.

CONTACT INFORMATION

If you have any questions or suggestions regarding our Online Privacy Policy, please contact us at: Attn: Privacy Agent MindWires LLC P.O. Box 315 Redwood Estates, CA 95044 Phone: (919) 270-9337 Email: [email protected]

YOUR CALIFORNIA PRIVACY RIGHTS

Beginning on January 1, 2005, California Civil Code Section 1798.83 permits customers of MindWires who are California residents to request certain information regarding MindWires’ disclosure of Personal Information to third parties for their direct marketing purposes. To request such information, please contact us using one of the options listed above under the heading “Contact Information.” Within thirty (30) days of receiving such a request, we will provide a list of the categories of Personal Information disclosed to separate legal entities for their direct marketing purposes during the immediately preceding calendar year, along with the names and addresses of these entities. This request may be made no more than once per calendar year. We reserve our right not to respond to requests submitted other than to the email or mailing addresses specified in this paragraph.

Terms of Service and Copyright Policy

Content
Welcome to the Internet sites and services provided by MindWires LLC. MindWires LLC provides subscription-based services, websites, including mobile version of the websites, (collectively,
 the “Sites”), software we may make available through the Sites (if any) (“Site Software”), and software we may make available for mobile devices (e.g. iPhone or
 Android applications) (if any) (“Mobile Software,” and, collectively, the “Services”). These Terms of Service govern your access and use of all such Services provided
 by MindWires LLC, and all of its subsidiaries, affiliates, brands and entities that it controls, including MindWires Consulting (http://www.mindwires.com) and e-Literate (http://mfeldstein.com) (collectively “MindWires,” “we,” or “our”). Please read these Terms of Service carefully.

By using or visiting MindWires’ Sites or Services, you signify your agreement to (1) these terms and conditions (the “Terms of Service”), and (2) the MindWires Privacy Policy, found at http://www.mindwires.com/privacy and incorporated herein by this reference. If you do not agree to any of these Terms of Service or the MindWires Privacy Policy, please do not use the Services.

Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version at http://www.mindwires.com. MindWires may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

1. Services

These Terms of Service apply to all users of the Sites and Services, including users who are also contributors of Content to the Services. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Services. The Services include all aspects of MindWires, including but not limited to all services offered via the Sites, including the Subscription Services (as that term is defined below).

The Services may contain links to third party websites and advertisements that are not owned or controlled by MindWires. MindWires has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, MindWires will not and cannot censor or edit the content of any third-party site. By using the Services, you expressly relieve MindWires from any and all liability arising from your use of any third-party website.

We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each other website that you visit.

2. Permitted Use of the Services

MindWires grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to i) use the Services solely for your personal, non-commercial purposes; ii) install and use Site Software (if MindWires makes any available) and iii) install and use all Mobile Software solely on your handheld mobile device (if MindWires makes any available). Your use of any Mobile Software may be governed by separate terms and conditions and you agree to all applicable terms of service.

MindWires hereby grants you permission to access and use the Services as set forth in these Terms of Service, provided that:

  1. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use, copying, disassembly, reverse compilation or reverse engineering of any Site Software or Mobile Software;
  2. Except to the extent such actions are permissible by Subscribers (as that term is defined below), you agree not to copy, reproduce, distribute, transmit, broadcast, display, resell, license, or otherwise commercially exploit any Services for any other purposes without the prior written consent of MindWires. All copyright and other proprietary notices on any Services content must be retained on any copies;
  3. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” on the Services;
  4. You agree not to upload, transmit or distribute any computer viruses, worms or any software intended to damage or alter a computer system or data;
  5. You agree not to post, display or transmit any user content that violates any third-party right including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or propriety right of a third party;
  6. You agree not to collect or harvest any personally identifiable information, including account names, from the Services, nor to use the communication systems provided by the Services (e.g., comments, blog posts, private messages, email) for any commercial solicitation purposes;
  7. You agree not to solicit, for commercial purposes, any users of the Services with respect to their Content;
  8. In your use of the Services, you will comply will all applicable laws.

MindWires reserves the right to modify, suspend or discontinue any aspect of the Services at any time with or without notice.

3. MindWires Subscriptions

As part of the Services, MindWires offers users a fee-based subscription account (the “Subscription Account”) pursuant to which users are granted certain additional rights, including, but not limited to, access to certain reports compiled and generated by MindWires (the “Subscription Services”). Users with a Subscription Account (hereinafter, “Subscribers”) are granted, during the term of their Subscription Account, a limited, revocable, non-exclusive, non-transferable license to access the MindWires’ Subscription Services and view such reports. MindWires further permits Subscribers to download, copy, reproduce, transmit and distribute such reports within and among Subscriber’s organization; provided, however, that any and all copyright and other proprietary notices contained thereon are to be retained on all copies and/or reproductions.

A. Subscription Terms

i. Ongoing Subscription. Your Subscription Account will continue on annual basis unless and until you cancel your subscription or your account is terminated in accordance with these Terms of Service. In order to obtain a Subscription Account, you must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”). You must cancel your subscription before it renews each year in order to avoid the billing of the annual subscription fee to your Payment Method.

ii. Differing Subscriptions. We may offer a number of subscription plans, including special promotional plans or subscriptions with differing conditions and limitations. Any materially different terms from those described in these Terms of Service will be disclosed at your sign-up or in other communications made available to you. We reserve the right to modify, terminate or otherwise amend our offered subscription plans at any time and in our sole and absolute discretion.

B. Billing

i. Recurring Billing. By signing up for a Subscription Account and providing or designating a Payment Method, you authorize us to charge you an annual subscription fee at our then current rate, and any other charges you may incur in connection with your use of the Subscription Account to your Payment Method. You acknowledge that the amount billed may vary from year to year for reasons that may include differing amounts due to promotional offers, changes or additions to the plan, or report purchases outside the scope of your Subscription Account, and you authorize us to charge your Payment Method for such varying amounts, which may be billed annually in one or more charges.

ii. Price Changes. We reserve the right to adjust pricing for Subscription Accounts or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in the Terms of Service, any price changes to your Subscription Account will take effect following email notice to you.

iii. Billing Cycle. The subscription fee for our Subscription Accounts will be billed at the beginning of your subscription and on its anniversary date thereafter unless and until you cancel your subscription or your subscription is otherwise terminated. Subscription fees are fully earned upon payment. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your subscription began on a day not contained in the following year (i.e., Leap Day), we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate.

iv. No Refunds. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the Subscription Services through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our Subscribers (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

v. Payment Methods. You may edit your Payment Method information by visiting our website and clicking on the “My Account” link, available at http://mfeldstein.com/lms-subscription/lms-subscription-account/. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see, “Cancellation” below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing date. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.

vi. Cancellation. You may cancel your Subscription Account at any time, and you will continue to have access to the Subscription Services through the end of your annual billing period. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-YEAR SUBSCRIPTION PERIODS. To cancel, go to the “My Account” page on our website and follow the instructions for cancellation. If you cancel your subscription, your account will automatically close at the end of your current billing period. To see when your account will close, click “View billing details” on the “My Account” page.

4. MindWires Accounts

In order to access certain features of the Services, you may have to create a MindWires account. You may never use another’s account without permission. When creating your account, you must provide accurate and truthful information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You may not use another user’s account or allow another user to use your account. You must notify MindWires immediately of any breach of security or unauthorized use of your account.

Although MindWires will not be liable for your losses caused by any unauthorized use of your account or your failure to comply with the above requirements, you may be liable for the losses of MindWires or others due to such unauthorized use.

5. Content

“Content” includes the text, information, statistics, data, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Services (to the extent the submission of Content is enabled). Content is provided to you AS IS. You may access Content for your informational and personal use solely as intended through the provided functionality of the Services and as permitted under these Terms of Service. You understand that when using the Services, you will be exposed to Content from a variety of sources, and that MindWires is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against MindWires with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless MindWires, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Services. MindWires is not obligated to backup any Content and Content may be deleted at any time. You are solely responsible for creating backup copies of your Content if you desire.

You understand that MindWires does not guarantee any confidentiality with respect to any Content you submit. You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Services. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to MindWires all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Services pursuant to these Terms of Service. You acknowledge and agree that MindWires may display advertisements, product and service offers and deals and other information with Content and that you are not entitled to any compensation for such advertisements.

For clarity, you retain ownership of Content submitted by you. However, by submitting Content to MindWires, you thereby grant MindWires a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Services and MindWires (and its successors’ and affiliates’) businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Services a non-exclusive license to access your Content through the Services, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Services and under these Terms of Service. The above licenses granted by you are perpetual and irrevocable.

You further agree that Content you submit to the Services will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant MindWires all of the license rights granted herein.

MindWires does not endorse any Content submitted to the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and MindWires expressly disclaims any and all liability in connection with Content. MindWires does not permit copyright infringing activities and infringement of intellectual property rights on the Services, and MindWires reserves the right (but has no obligation) to review any Content, investigate, and/or take appropriate action in our sole discretion (including the removal of all Content) if properly notified that such Content infringes on another’s intellectual property rights. MindWires reserves the right to remove Content without prior notice.

6. Copyright Policy

The Content on the Services and all intellectual property rights, including copyrights, patents, trademarks and trade secrets associated with the Services, Sites, Site Software and Mobile Software, are owned by or licensed to MindWires or its licensors. Use of the Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. All remarks, suggestions, ideas, graphics, comments, feedback or other information that you send to us regarding the Services through our site (other than information we promise to protect under our privacy policy) will be treated as non-confidential and non-proprietary.

MindWires respects the intellectual property of others and asks that users of our Services do the same. MindWires is not responsible for content on other web sites that you may find or access when using MindWires products or Services. Content available on or through other web sites may be protected by copyright and the intellectual property laws of the United States and/or other countries. With respect to your use of such content, the terms of use of those web sites, and not the MindWires Terms of Service, govern.

It is MindWires’s policy, in appropriate circumstances and at its sole discretion, to disable and/or terminate the web pages or accounts of users of the Site who may infringe the copyrights or other intellectual property rights of MindWires and/or others. Pursuant to 17 USC Section 512 as amended by Title II of the Digital Millennium Copyright Act, MindWires has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. If you believe your copyrights are being infringed, please send a notice to our designated agent (information below).

The information requested by the Notice of Infringement form substantively complies with the safe harbor provisions of the Digital Millennium Copyright Act, 17 USC. 512(c)(3)(A), which provides: To be effective under this subsection, a notification of claimed infringement must be a written communication provided to the designated agent of a service provider that includes substantially the following:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
  4. Information reasonably sufficient to permit the service provider to contact the complaining party such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notification from a copyright owner or from a person authorized to act on behalf of the copyright owner that fails to comply substantially with the provisions above shall not be considered as providing actual knowledge or an awareness of facts or circumstances from which infringing activity is apparent.

Please provide a Notice of Infringement form each time you wish to report alleged acts of infringement. Our DMCA Registered Agent is:

Attn: Copyright Agent
MindWires LLC
P.O. Box 315
Redwood Estates, CA 95044
Email: [email protected]

7. Account Termination Policy

These Terms of Service will remain in full force and effect while you use the Services, unless otherwise terminated. MindWires will suspend a user’s rights to use the Services or terminate a user’s access to the Services (including Subscription Services) if, under appropriate circumstances and at MindWires’ sole discretion, the user is determined to be in violation of these Terms of Services. Any termination of a user’s account involves deletion of the Content associated therewith from our live databases and MindWires will have no liability in connection therewith.

8. Release

You agree not to hold MindWires liable for the Content, actions, or inactions of other users. As a condition of access to the Services, you release MindWires (and its officers, directors, shareholders, agents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more users, including whether or not MindWires becomes involved in any resolution or attempted resolution of the dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

9. Compliance with Laws

You agree to comply with all applicable federal, state and local laws and regulations n connection with your use of the Services.

10. Indemnity

At MindWires’ request, you agree to defend, indemnify and hold harmless MindWires, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including, without limitation, attorneys’ fees and costs, arising from: (i) any breach or alleged breach by you of these Terms of Service, including without limitation your representations and warranties relating to your Content; or (ii) your acts, omissions or use of the Services, including without limitation your negligent, willful or illegal conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

11. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, MINDWIRES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. MINDWIRES MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ITS SITES’ CONTENT OR THE CONTENT OF ANY SITES LINKED TO ITS SITES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. MINDWIRES DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MINDWIRES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

12. Limitation of Liability
IN NO EVENT SHALL MINDWIRES, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE MAXIMUM LIABILITY OF MINDWIRES ARISING OUT OF OR IN ANYWAY CONNECTED TO THESE TERMS OF SERVICE OR THE SERVICES SHALL NOT EXCEED U.S. $50.00. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE OUR LIABILITY. IN NO EVENT SHALL OUR SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF SERVICE OR THE SERVICES

13. Entire Agreement

These Terms of Service (including the Privacy Policy) sets forth the entire understanding and agreement between you and MindWires with respect to the Services and supersedes any prior or contemporaneous agreements or understandings. You acknowledge that no other written, oral or electronic communications will serve to modify or supplement these Terms of Service, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of these Terms of Service. The section headings used herein are for convenience only and shall not affect the interpretation of these Terms of Service. If any provision of these Terms of Service shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions. The Terms of Service, and your rights and obligations herein, may not be assigned, subcontracted, delegated or otherwise transferred by you with MindWires’ prior written consent.

14. No Use by Children Under 13
You hereby affirm that you are over the age of 12, as the Services are not intended for children under 13. If you are under 13 years of age, then you may not use the Services. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

15. Governing Law
These Terms of Service are made and entered into in the State of California and shall be governed by, interpreted, enforced and construed in all respects in accordance with the laws of the State of California, excluding its conflict of laws rules. The language of all parts of these Terms of Service shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. You agree to submit to the personal jurisdiction of the state courts and federal courts located within Santa Clara County, California for the purposes of litigating all such claims or disputes. Notwithstanding the foregoing, MindWires may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.