AGREEMENT FOR SERVICES
MINDLIGHT, LLC (“MINDLIGHT”), IS WILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT TO ACCESS AND USE THE IRIISTM APP/SERVICE (the “SERVICES”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT.
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU WILL HAVE INDICATED YOUR AGREEMENT WITH THE TERMS AND ENTERED INTO A CONTRACT WITH MINDLIGHT, EFFECTIVE AS OF THE DATE YOU CLICKED THE “I ACCEPT” BUTTON. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES.
IF YOU DO NOT AGREE WITH THESE TERMS AND INDICATE YOUR ACCEPTANCE, THEN YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES.
FOR EASY REFERENCE, DEFINITIONS FOR CAPITALIZED TERMS THAT ARE NOT OTHERWISE DEFINED ELSEWHERE IN THE AGREEMENT ARE LISTED IN THE LAST SECTION OF THIS AGREEMENT.
- Modifications; Monitoring. Mindlight reserves the right to update and modify the Services (and/or any other Mindlight Technology) from time to time. We reserve the right to monitor your access and use of the Services without notification to you.
- Permissions. Mindlight grants you a non-exclusive, nontransferable, revocable, limited license to access and use the Services via the Site and/or the App for a legitimate, non-harmful purpose that is in accordance with the terms of this Agreement. Except for this limited license, you do not have any permissions, rights, or licenses related to the Services, the Site, or the App. Any rights not expressly granted in this Agreement are reserved. Mindlight may terminate this Agreement at any time and for any reason. Minors are not eligible to use, and are prohibited from using, the Services.
- Compliance. You agree to use the Services (which term includes all information and content available through the Services) in strict compliance with all applicable laws, regulations, rulings, Mindlight policies, and in a manner that does not negatively reflect on the goodwill or reputation of Mindlight.
- Restrictions on Use. The Services are for personal use only and not to be used by you for purposes of commercial exploitation or profit. You may use the Services only for purposes expressly permitted in this Agreement.
In particular, you also agree NOT to use the Services in connection with any of the following:
(i) tampering, hacking, modifying, or otherwise corrupting the security or functionality of any services, interfering with or disrupting our network or other networks connected to any service, or posting, e-mailing, or otherwise transmitting any data that contains any software viruses, Trojan horses, and/or any other code, files, or programs intended to destroy, disrupt, or otherwise impair a computer’s functionality or the operation of any service;
(ii) chain letters, pyramid schemes, or spamming;
(iii) using any robot, spider, or other automatic device or manual process to monitor content on the Site or any of the Services;
(iv) uploading, transmitting, or using any device, software, or routine that contains viruses, Trojan horses, worms, time bombs, or other computer programming routines that may damage, interfere, or attempt to interfere with or intercept the normal operation of the Site or Services, or appropriate the Site or any system, or take any action that imposes an unreasonable load on Mindlight’s computer equipment, or that infringes upon the rights of a third party;
(v) posting, e-mailing, or otherwise transmitting any unlawful, harmful, harassing, defamatory, libelous, abusive, threatening, vulgar, sexually explicit, hateful, or otherwise objectionable material of any kind, or any material that is invasive of another’s privacy or exploits children under 18 years of age;
(vi) spoofing or otherwise impersonating any person or entity, such as another user or any of our personnel, falsely stating or otherwise misrepresenting your identity or affiliation, or forging any header or any part of the header information in any e-mail or other posting;
(vii) placing, inputting, or transmitting any false information through the Services or on the Site;
(viii) using the Services for any fraudulent or illegal purpose, or gathering personally identifiable information without prior appropriate consent;
(ix) violating any applicable local, state, national, or international law, including laws governing financial services, export control, gambling, and/or money laundering;
(x) interfering with another user’s enjoyment of the Services or the Site;
(xi) using or accessing the Services or Site in any way that, in Mindlight’s reasonable judgment, adversely affects the performance of the function thereof, or of any other computer systems or networks or other users;
(xii) violating any other of Mindlight rules or policies or engaging in any other unauthorized use of the Services or Site.
Mindlight Technology is protected by United States and international law, including copyright and trademark laws. This Agreement does not grant any license to modify any content or materials that are viewed, downloaded, or otherwise accessed by you as part of your use of or access to the Services. You do not have any right of resale or commercial use of the Mindlight Technology. You are not authorized to (i) resell, sublicense, transfer, assign, or distribute the Mindlight Technology or content; (ii) modify or make derivative works based upon the Mindlight Technology or content; (iii) “frame” or “mirror” the Mindlight Technology or content on any server or Internet-enabled device; (iv) reverse-engineer or decompile the Mindlight Technology or their enabling software for any purpose; or (v) use any data mining, robots, or similar data-gathering and extraction tools in connection with the Mindlight Technology. Mindlight reserves the right (a) to terminate your ability to use the Mindlight Technology in our sole discretion, with or without notice, if we believe that your conduct violates any of the foregoing restrictions; and (b) to investigate, involve and cooperate with law enforcement authorities, and pursue a civil lawsuit or criminal prosecution for any alleged or actual illegal activities involving any of the Mindlight Technology.
- Proprietary Rights. All Proprietary Rights embodied in and/or relating to the Services, Site, App, and any other Mindlight Technology shall remain exclusively vested in and be the sole and exclusive property of Mindlight and its licensors (as applicable). Accordingly, no related information or materials may be copied, distributed, published, uploaded, posted, or transmitted in any way without the prior written consent of Mindlight, except that visual information may be printed solely for your personal use (e.g., records). In doing so, you may not remove or alter, or cause to be removed or altered, any copyright notice, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Information. Modification, disclosure, or use of such information and materials and of any Mindlight Technology except as expressly permitted in this Agreement violates Mindlight’s intellectual property and other Proprietary Rights. Neither title nor Proprietary Rights are transferred to you by access to or use of the Services or other Mindlight Technology.
- Security; Investigations. You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password-guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Mindlight reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Mindlight reserves the right to investigate suspected violations of this Agreement. Mindlight reserves the right to cooperate fully with any law enforcement authorities or court order requesting or directing Mindlight to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate this Agreement or applicable law. BY ACCEPTING THIS AGREEMENT, YOU WAIVE AND HOLD MINDLIGHT HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY MINDLIGHT DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER MINDLIGHT OR LAW ENFORCEMENT AUTHORITIES.
- Errors and Corrections. Although Mindlight will take reasonable steps to keep information in the Services accurate, the correctness of the information provided in the Services cannot be guaranteed. Mindlight, therefore, does not represent or warrant that the Services, Site, or App or any content will be error-free, free of viruses or other harmful components, or that defects will be corrected. Mindlight also does not warrant or represent that the information available will be correct, accurate, timely, or otherwise reliable.
- Third-Party Content. Third-party content may appear on the Site or App or in the Services or may be accessible via links therein. In particular, Mindlight may link to sites that are not within our control. Mindlight is not responsible for the protection and privacy of any information you provide to other websites. Accordingly, Mindlight is not responsible for and assumes no liability for any mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography, or profanity in the statements, opinions, representations, or any other form of content contained in any third-party content appearing on or through the Site, App, and/or Services. You understand and agree that the information and opinions in the third-party content is neither endorsed by nor does it reflect the beliefs or opinions of Mindlight. You should exercise caution and look at the privacy policies applicable to any other websites or WAP sites you visit.
- Disclaimers. You understand and agree that Mindlight cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for any reconstruction of any lost data. Mindlight does not assume any responsibility or risk for your use of the Internet.
YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR OWN RISK.
MINDLIGHT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE CONTENT AND ANY SERVICES OFFERED THROUGH THE SITE OR VIA THE APP, EITHER EXPRESSED OR IMPLIED.
MINDLIGHT DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICES AND OTHER MINDLIGHT TECHNOLOGY.
MINDLIGHT DOES NOT WARRANT THAT THE SERVICES, SITE, OR APP WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.
MINDLIGHT SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES.
MINDLIGHT WILL NOT BE RESPONSIBLE FOR ANY LOSS OF USER DATA. THE SERVICES ARE NOT INTENDED TO BE USED FOR FILE STORAGE.
- Limitations on Mindlight’s Liability. NEITHER MINDLIGHT, NOR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS WILL BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF MINDLIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF MINDLIGHT AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $100.
- Indemnity. You will indemnify and hold Mindlight, its affiliates, licensors, content providers, service providers, employees, agents, officers, members, directors, and contractors (the “Indemnified Parties”) harmless from any breach of this Agreement by you, including any use of content other than as expressly authorized in this Agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of information accessed from the Site, App, and/or Services.
- General. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. The failure of either party to enforce at any time any of the provisions hereof shall not be deemed a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. Your acceptance of this Agreement does not create a joint venture, partnership, employment, or agency relationship with Mindlight. You may not assign, delegate, or transfer your rights or obligations under this Agreement. The headings in this Agreement are for your convenience and reference only and do not limit or affect any of the provisions contained herein. This license is written in English, and English is its controlling language. If any part of this Agreement is held unlawful, void, or unenforceable by a court of competent jurisdiction, that part will be deemed severable and will not affect the validity of any remaining provisions.
- Governing Law and Jurisdiction. This Agreement will be governed and interpreted pursuant to the laws of the State of Wisconsin, United States of America, notwithstanding any its principles of conflicts of law. You specifically consent to personal jurisdiction in Wisconsin in connection with any dispute between you and Mindlight arising out of this Agreement. You and Mindlight each agree that the exclusive venue for any dispute between you and Mindlight arising out of this Agreement will be in the state and federal courts in Milwaukee, Wisconsin. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or any of the subject matter hereof.
“App” means the Mindlight Technology that comprises the computer software application made available to Users by Mindlight for download onto a User’s personal mobile device to enable or facilitate the User’s access to and use of the Services.
“Customer Data” means information provided by you, and any other data stored by or processed or transmitted through, or as a result of your use of, the Services.
“Mindlight Technology” means the computer hardware, software, and other equipment and computer code (including, but not limited to, downloadable applications, or “apps,” for mobile devices) necessary to operate and make the Services available to users.
“Site” means the Mindlight Technology that comprises the website designated by Mindlight for access to and use of the Services by Users.
“Proprietary Rights” means any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos, animated characters, trademarks, service marks, and other similar rights or interests in intellectual or industrial property.
“User” means a person that has accepted the terms of this Agreement, registered an account for use of the Services via the Site and/or the App in accordance with Mindlight’s registration procedures, and is otherwise authorized by Mindlight to access and use the Services as described in this Agreement.