MindFolio and its affiliates (“MindFolio”, “us” or “we”) provides content on its website or applications subject to the following Terms and Conditions (“Terms”). These terms were last updated on January 16, 2019, and may be changed periodically without notice. Any such change shall be effective upon notice your continued use of the Site following notice of such modifications will be conclusively deemed acceptance of any changes to these Terms. By accessing the Site, you understand these Terms and intend them to be the legal equivalent of a signed, written contract and equally binding, and agree to accept these Terms without limitation or qualification. For an explanation of MindFolio’s practices and policies related to the collection, use, and storage of our users’ information, please read our Privacy Policy.

01. Copyrights

All content and functionality on this Site, including text, graphics, logos, illustrations, images, videos, presentations, reports, press releases, opinions, articles and publications, and the selection and arrangement thereof, in addition to any concepts, know-how, tools, frameworks, software, applications or other technology, algorithms, models, processes, and industry perspectives underlying or embedded in the foregoing, along with any enhancements to or derivative works thereof (the “Site Content”) is the exclusive property of MindFolio, and is protected by U.S. and international copyright law, trademark law, international conventions, and other law. Neither the Site Content nor functionality of the Site, may be copied, reproduced, modified, reverse engineered, altered (including the removal or disabling of any security or technological safeguards, disclaimers, or legends) uploaded, published, uploaded, posted, transmitted, or distributed in any way without our written permission, except for those uses specified in Section 4 – Use of site content. All rights not expressly granted are reserved. All rights not expressly granted are reserved.

02. Trademarks

The trademarks, service marks, designs, and logos (collectively, the “Trademarks”) displayed on the Site are the registered and unregistered Trademarks of MindFolio and its licensors. These Trademarks may not be copied, imitated or used, in whole or in part, without the prior written permission of MindFolio. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of MindFolio and may not be copied, imitated or used, in whole or in part, without the prior written permission of MindFolio. You agree that, except as expressly permitted by us (e.g., through social media sharing tools provided on the Site) or by our licensors, where applicable, you will not refer to or attribute any information to MindFolio or its licensors in any public medium (e.g., press release, websites, or public social media) for advertising or promotion purposes, or for the purpose of informing or influencing any third party and that you will not use or reproduce any Trademark of, or imply any endorsement by or relationship with, MindFolio or its licensors.

03. Compliance with Applicable Laws

User’s access to this Site is governed by all applicable federal, state and local laws. You agree to fully comply with all such laws.

 04. Use of site content

MindFolio hereby grants you a non-exclusive, non-transferable, revocable license for the term hereof to access, download and print one (1) copy of the content and functionality displayed on the Site (the “Site Content”) for your personal, non-commercial use. This right may be terminated at any time without notice. You may not otherwise modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, scrape, mirror, frame, post or disclose the Site Content, including code and software, without MindFolio’s prior written consent. As a further condition of use of this Site, all Users warrant to MindFolio that they will not use this Site for any purpose that is unlawful, prohibited by any applicable regulation or is otherwise inconsistent with these Terms. You further warrant that you will not attempt or actually systematically extract data contained in this Site to populate databases for internal or external use.

 05. User Postings

In the course of using the Services, you may submit content to MindFolio (including your personal data and the personal data of others), all of the which will be referred to as your “Content”. You retain ownership of all of your intellectual property rights in your Content. MindFolio does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.

You grant MindFolio a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by the MindFolio Privacy Policy. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of MindFolio’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide MindFolio with feedback about the Services, we may use your feedback without any obligation to you.

06. Code of Conduct

When you provide information to MindFolio through the Site, you agree to provide true, accurate, current and complete information about yourself.

You agree not to do any of the following:

1. Interfere (or attempt to interfere) with the operation of the Site. This includes, without limitation: (a) interfering with, defeating, or circumventing any security function of the Site, or attempting to do so, or (b) accessing, or attempting to access, any portion of the Site that you are not authorized to access. Unauthorized access (or attempts) may subject you to civil and/or criminal penalties.
2. Post, upload to, transmit, distribute, store, create or otherwise publish any knowingly inaccurate or misleading personal or financial information, reviews, recommendations, claims or content.
3. Post, upload to, transmit, distribute, store, create or otherwise publish any unlawful, threatening, defamatory, obscene, inflammatory, pornographic, profane, or otherwise objectionable (as determined by MindFolio) information or material.
4. Post, upload to, transmit, distribute, store, create or otherwise publish any information or material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.
5. Use the Site to Post, upload to, transmit, distribute, store, create or otherwise publish any information or software that contains a virus, worm, Trojan horse, or other harmful or disruptive component.
6. Post, upload to, transmit, distribute, store, create or otherwise publish any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with you. You are solely responsible for determining whether any material you post, upload to, transmit, distribute, store, create or otherwise publish is subject to a third party’s rights. You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission.
7. Modify, adapt, sublicense, translate, resell, retransmit, reverse engineer, decompile or disassemble any portion of the Site.
8. Impersonate any person or entity, or misrepresent any affiliation with another person, entity or association.
9. Post, upload to, transmit, distribute, store, create or otherwise publish any advertising, promotion, or solicitation of goods or services for commercial purposes except in any areas of the Site specifically designated for such purpose (and subject to applicable Site rules).
10. Misuse any e-mail function available on or through the Site. This includes, without limitation, (a) sending unsolicited commercial e-mail to any account that causes complaints from the recipients, (b) continuing to send commercial e-mail to a recipient if recipient has requested that you discontinue such communication, (c) sending bulk e-mails, “spam,” chain letters, “mail bombs,” or other disruptive transmissions, or (d) forging message headers or otherwise concealing an e-mail address or preventing others from responding to a message, or attempting to do so.

MindFolio does not represent or endorse the accuracy of reliability of information posted to the Site by users. In addition, MindFolio does not and cannot review all information posted to the Site by users and is not responsible for such information. However, MindFolio reserves the right to refuse to post and the right to remove any information, in whole or in part, for any reason or for no reason.

07. Use of Interactive Areas (LociLab^® & LociPulse^®)

The Site may contain discussion forums, bulletin boards, public or private groups, review services or other forums in which you or third parties may post reviews of, make recommendations for or give ratings of content, events, products, services or third party providers, or post other content, messages, materials or other items on the Site (“Interactive Areas”). If MindFolio provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you expressly agree to comply with the Code of Conduct set forth above with respect to your use of the Interactive Areas. You acknowledge and agree that MindFolio may set up any such forum to be accessible by all Site users or by certain Site users elected at the sole discretion of MindFolio or any designee chosen by MindFolio. Eligibility for access or membership in any given forum (or any continued access and membership) shall be determined by MindFolio or its designee in its sole discretion, and you may not be given access to certain forums.

No review, recommendation or rating on the Site or in any Interactive Area shall be deemed to be an endorsement by MindFolio of any the particular matter subject of the review, recommendation or, if such matter is a third party provider, a guarantee of such provider’s quality, competency, qualifications, experience, resources, character, honesty, integrity, responsiveness or other personal and professional characteristics.

MindFolio takes no responsibility and assumes no liability for any content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is MindFolio liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter in any Interactive Area. As a provider of interactive services, MindFolio is not liable for any statements, representations or content provided by its Users in any Directory (defined below), public forum, personal home page or other Interactive Area. Although MindFolio has no obligation to screen, edit or monitor any of the content posted to or distributed through any Interactive Area, MindFolio reserves the right, and has absolute discretion, to remove, screen or edit without notice any content posted or stored on the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing anything you post or store on the Site at your sole cost and expense.

Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect MindFolio’s systems and customers, or to ensure the integrity and operation of MindFolio’s business and systems, MindFolio may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, email address, etc.), IP addressing and traffic information, usage history, and posted content. MindFolio’s right to disclose any such information shall govern over any terms of MindFolio’s Privacy Policy.

08. Third-party websites

MindFolio permits and encourages links to the Site. However, MindFolio is committed to the highest professional and ethical standards, and does not grant any license or permission for links or other use of the Site or its content if such use or link (a) suggests MindFolio promotes or endorses third-party causes, (b) copies, displays or disseminates content from the Site without express permission from MindFolio, or (c) uses content of the Site for commercial purposes. MindFolio reserves the right to withdraw or revoke permission for any link at any time for any reason. MindFolio may provide links to third-party websites, and some content appearing on this Site may be supplied, supported, or provided directly or indirectly by third parties. MindFolio has no responsibility for these third-party websites, which are governed by the Terms of Use and privacy policies of those third-party websites.

09. Indemnification

You hereby indemnify, defend, and hold harmless MindFolio and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives, and attorneys and their respective heirs, successors, and assigns (“MindFolio Indemnified Parties”) from and against any and all liability, expenses, costs, or other losses (“Losses”) incurred by MindFolio and/or MindFolio Indemnified Parties in connection to any claims arising out of your use of the Site and/or any breach by you of these Terms, including the representations, warranties and covenants you made, if any, by agreeing to these Terms. MindFolio reserves the right to assume, at its own expense, the exclusive defence and control of any matter otherwise subject to indemnification by you.

Users expressly absolve and release MindFolio from any claim of harm resulting from a cause beyond MindFolio’s control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorised access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labour problems, wars, terrorism, or governmental restrictions.

10. Copyright rights / Intellectual Property Rights

All material contained on this Site, unless otherwise indicated, is protected by law including, but not limited to, United States copyright and trademark law, as well as other state, national, and international laws and regulations. Removing or altering the copyright notice on any material on this Site is prohibited. MindFolio owns a copyright in the Site as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of the Site’s content.

MindFolio prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please write to MindFolio at the address below, giving a written statement that contains the following information: (a) an identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) an identification of the allegedly infringing material on the Site that is requested to be removed; (c) your name, address, daytime telephone number, and email address; (d) a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorised by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorised to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorised on the owner’s behalf to assert infringement of the right. MindFolio will remove any posted submission that infringes the copyright or other intellectual property right of any person under U.S. law upon receipt of such a statement (or any statement in conformance with 17 U.S.C. 512(c)(3)). U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions. MindFolio’s contact for submission of notices under this section is: Legal Department, MindFolio Ltd., 22 Old Brewery Lane, Henley-on-Thames, Oxfordshire, RG9 2DE, UK.

11. Disclaimer

The content and functionality on the site is provided with the understanding that MindFolio is not herein engaged in rendering professional advice and services to you, no site content is intended to serve as or shall be deemed investment, legal, tax, accounting or other regulated advice, and that you shall remain solely responsible for your use of all site content and acknowledge that any reliance upon the site content shall be entirely at your sole option and risk. All content and functionality on the site is provided as-is without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose.  MindFolio and its third-party content providers make no warranties, express or implied, as to the ownership, accuracy, or adequacy of the site content. MindFolio shall have no liability. MindFolio shall not in any event be liable to any user or to any third-party for any direct damages, lost profits, revenues, business opportunities or business advantages whatsoever, nor for any special, consequential, indirect or incidental losses, damages or expenses directly or indirectly relating to the use or misuses of the MindFolio website, or the information or content, whether such claim is based upon breach of contract, breach of warranty, negligence, gross negligence, strict liability in tort or any other theory of relief, or whether or not MindFolio is informed in advance of the possibility of such damages.

12. Privacy

MindFolio understands that your privacy is important to you and MindFolio is committed to respecting your privacy and to protecting your personally-identifiable information (which is also referred to in some contexts and under some applicable laws as your personal data). MindFolio’s Privacy Policy (available at https://www.mindfolio.com/privacy-policy) describes how MindFolio uses and protects your personally-identifiable information, as well as how and with whom MindFolio may share that information.

YOU ARE ENCOURAGED TO PRINT AND TO READ THE PRIVACY POLICY CAREFULLY AND TO CONTACT MINDFOLIO IF YOU HAVE ANY QUESTIONS ABOUT MINDFOLIO’S PRIVACY POLICY OR THESE TERMS.

13. Confidentiality

MindFolio will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the MindFolio privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by MindFolio); (b) was lawfully known to MindFolio before receiving it from you; (c) is received by MindFolio from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by MindFolio without reference to your Content. MindFolio may disclose your Content when required by law or legal process, but only after MindFolio, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.

14. Waiver

Failure to insist on strict performance of any of these Terms and Conditions will not operate as a waiver of any subsequent default or failure of performance. No waiver by MindFolio of any right under these Terms and Conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

15. Severability

If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect.

16. These Terms are governed by the laws of the State of Illinois without reference to the principles of conflicts of laws thereof. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then the provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.