Terms and Conditions: Midrate S.L., Users
The purpose of this Agreement is to set forth the terms and conditions under which, among other things MIDRATE will license to you use certain of MIDRATE's technology, software and/or services such that you can utilize the Application and/or website (collectively, the "Purpose"). As stipulated elsewhere in this Agreement, MIDRATE does not exert any control over any merchants, retailers, commercial ventures or other third parties, and as such is not liable or responsible for any actions taken or omitted by any such third party or user. You agree to release MIDRATE of any potential claims against MIDRATE for the use of MIDRATE’s technology, software and/or services.
2. Certain Restrictions
You shall not directly or indirectly copy or reproduce all or any part of the Application and/or website, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. You shall use the Application and/or website solely for its intended purposes and shall not use the Application and/or website for the benefit of any third party except as specifically contemplated under this Agreement. You shall not use the Application and/or website to post, transmit, convey, submit, distribute, store or destroy any content, text, photographs, descriptions, drawings, content, audio materials, messages or other information (collectively, "Posted Information"): (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory, obscene or trade libelous; (d) that contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) that is false, misleading or inaccurate in any way; or (f) in violation of any acceptable use policy or other policy posted on the Application and/or website from time to time. You shall not violate or attempt to violate the security of the Application and/or website. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Application and/or website, including, without limitation, any of the software comprising or in any way making up a part of the Application and/or website. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the Application and/or website where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. You shall defend and indemnify MIDRATE, at your sole cost and expense, from and against any claims, damages, liabilities and/or expenses arising out of your breach of any of your obligations or representations set forth in this Agreement.
3. Certain Responsibilities
You shall be solely responsible for: (i) all Posted Information you input into the Application and/or website; (ii) ensuring that all Posted Information is appropriate in tone and is accurate; (iii) complying with all applicable laws, rules and regulations at all times; and (iv) maintaining all passwords and access codes to the Application and/or website, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Application and/or website.
4. MIDRATE Rights
MIDRATE shall be entitled, at its sole discretion, to suspend, restrict and/or terminate, without notice of any kind, your access to the Application, website and/or your MIDRATE account for any reason at MIDRATE’s own discretion. Notwithstanding the foregoing, MIDRATE shall not be required to review or monitor any Posted Information entered into the Application and/or website or otherwise submitted by you, and you shall be solely responsible for the veracity and accuracy of all such data, content and information posted by you to the Application and/or website.
MIDRATE does not currently charge its users to access and use the Application and/or website excepting the ability to exchange certain types of uncommon currency. However, MIDRATE may, at any point and in its discretion, elect to begin charging fees for use of the rest of the Application and/or website and/or different levels of subscription or account. MIDRATE will notify you and/or potential customers of these fees 30 days prior to the applicable date.
6. Terms and Termination
This Agreement shall continue in full force until the earlier to occur of (i) either party providing written or electronic notice of termination to the other party (at which point You shall no longer be entitled to access or use the Application and/or website, or (ii) MIDRATE electing to terminate your access to the Application and/or website, with or without notice (the "Term") at its own discretion. For purposes of clarity, you are entitled to terminate your MIDRATE account at any time. Upon termination of this Agreement for any reason, you shall no longer be entitled to access, use or transfer the Application and/or website or any other non-public portions of the Application and/or website. In addition to the foregoing, in the event that MIDRATE determines, in its sole and absolute discretion, that you have breached this Agreement, threatened to breach this Agreement, committed any fraud or deception, breached any MIDRATE policy in effect at the time of the breach or otherwise failed to perform to the standards required of MIDRATE, MIDRATE shall be entitled, at its sole discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend Your access to the Application and/or website, in each of the foregoing cases at any time and for any period of time. MIDRATE shall not be responsible for the return of any Posted Information of any kind to you upon any termination of this Agreement or suspension of your access to the Application and/or website, including without limitation any information input into the Application and/or website by you. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 of this Agreement shall survive any termination of this Agreement.
7. Intellectual Property
(a) General Ownership. All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between you and MIDRATE, you shall be deemed to be the sole owner of all Posted Information entered into the Application and/or website or otherwise posted by you; and (ii) MIDRATE is the sole owner of the name "MIDRATE" as well as the Application and website and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from you to MIDRATE regarding the Application and/or website shall, upon submission to MIDRATE, be owned solely and exclusively by MIDRATE. In addition, MIDRATE shall be entitled to post feedback at the Application and/or website (and/or allow others to do so), both positive and negative, regarding any user. You acknowledge and agree that the applicable supplier(s) of any third party software included within the Application and/or website shall own all worldwide rights, title and interest in and to such third party software (and any intellectual property rights therein), subject to such suppliers' license, if any, of such third party software to MIDRATE.
(b) Use of Posted Information. In exchange for your use of the Application and/or website, you hereby grant to MIDRATE an unlimited, perpetual, irrevocable, fully-paid, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, commercially exploit, repurpose, perform and display any and all Posted Information, including personal information, survey answers in any questionnaire provided and all other kind of information you post to the Application and/or website, submit to MIDRATE or post through the Application and/or website, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicenses, in connection with MIDRATE performing the services described herein. You accept third party retailers could be contacting you to offer/post promotions related with their activities. Finally, you irrevocably waive, and cause to be waived, against MIDRATE and its users any claims and assertions of moral rights or attribution with respect to your Posted Information. MIDRATE shall be entitled to display advertising, and/or any other content at locations of its choosing within the Application and/or website including without limitation adjacent to your Posted Information.
8. Confidentiality; Non-Solicitation
You agree to treat as confidential all confidential information of MIDRATE, not to use such confidential information for any purpose other than to the limited extent necessary to use the Application and/or website and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, You shall use at least the same degree of care which you use to prevent the disclosure of your own confidential information of like importance to prevent the disclosure of confidential information disclosed by MIDRATE, provided however, that in no event shall such degree of care be less than reasonable in light of general industry practice. In addition, during the Term and for a period of one year thereafter, you shall refrain from directly or indirectly soliciting, enticing, persuading or inducing any individual who is then, or has been within the 1-year period prior to the applicable date, an employee of MIDRATE to terminate employment with MIDRATE.
(a) No Warranties. Except as explicitly set forth herein, neither MIDRATE, its affiliates or any of any such party's equity holders, directors, officers, employees, agents, suppliers, licensors nor the like, makes any warranties of any kind, either express or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Application and/or website will be errorfree, (c) as to a minimum level of uptime for the Application and/or website, or (d) as to the results that may be obtained by you by entering into this Agreement and/or using the Application. You agree and acknowledge that the Application and/or website is licensed and/or provided hereunder on an "as is" basis. In addition, you hereby agree and acknowledge that: (i) MIDRATE shall not be responsible for any actions taken by any other party using the Application and/or website or reviewing any of your Posted Information; (ii) MIDRATE does not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any such third party; (iii) MIDRATE is not a party to any transaction between you and any other user of the Application and/or website, and as such, any disputes regarding exchanges, purchases, rewards and/or any other aspect of any transaction or other dealing is solely between you and such third party and/or user; (iv) MIDRATE is not responsible for any other party's compliance with applicable laws, rules or regulations; (v) MIDRATE's services are administrative in nature and MIDRATE is not responsible for ensuring that any third party and/or other user honor any exchange, reward, loyalty or other obligations such third party and/or other user may have towards you; (vi) MIDRATE shall not, under any set of circumstances, be responsible or liable for any content, text, photographs and/or other Posted Information, including any Posted Information which may violate applicable law and/or a third party's intellectual property rights; and (vii) the user understands the Application and/or website may not function properly or as intended at times and MIDRATE is not responsible or liable to you and/or any third parties in the event MIDRATE technology malfunctions or does not work properly. However, MIDRATE will make its best effort to ensure the technology is up to date and functions properly.
(b) Unavailability of Application. You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet and the Application and/or website. While it is MIDRATE's objective to make the Application and/or website accessible at all times, the Application and/or website may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Application and/or website may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of MIDRATE, access to the Application and/or website may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, MIDRATE shall not be liable in any way for any delay in responding to an inquiry or question forwarded by you or third parties or the effects any delay or unavailability may have on you or third parties. YOU AGREE THAT MIDRATE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE APPLICATION AND/OR WEBSITE AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE APPLICATION AND/OR WEBSITE.
10. Limitation on Liability
MIDRATE SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE APPLICATION AND/OR WEBSITE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, MIDRATE'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED $50. YOU AGREE TO RELEASE MIDRATE FROM ALL CLAIMS YOU MAY HAVE AGAINST MIDRATE FOR THE USE OF MIDRATE TECHNOLOGY OR ANY OF ITS PRODUCTS OR SERVICES.
11. Force Majeure
Additionally, MIDRATE shall not be liable to you for failure or delay in performing any obligations hereunder even if such failure or delay is due to circumstances within MIDRATE’s control and/or beyond its reasonable control. MIDRATE uses extensive and sophisticated secure technology to protect your data and transmissions between you, MIDRATE and other MIDRATE users. Transmission between browsers and our web server is implemented using secure technologies. Although MIDRATE has taken these reasonable and appropriate measures to ensure that your personal information is delivered and disclosed only in accordance with your instructions, MIDRATE cannot and does not guarantee and cannot control that the personal information you provide will not be intercepted by others and decrypted. MIDRATE shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond MIDRATE’s reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, fire, floods, accidents, strikes, acts or omissions of carriers, transmitters, providers, or acts of vandals, hackers, computer viruses, worms or the like.
12. General Terms
The following terms and conditions govern general use of the Application and/or website and MIDRATE Technology, Products and Services:
(a) You agree to abide by all restrictions displayed on the Application and/or website, as and when they are updated from time to time. MIDRATE reserves the right to remove any content you post to the Application and/or website, block the sending of any inquiry or other content MIDRATE deems inappropriate in its sole discretion, and may terminate all access to the Application and/or website at any time in its sole discretion for any or no reason at all. While MIDRATE reserves the right to monitor all postings and/or content posted at the Application and/or website, it has no obligation to do so and does not need to notify you.
Permitted Uses. You may use the Application and/or website only in good faith for the purposes described herein. You may download and print out portions of the content from the Application and/or website only for non-commercial purposes provided that you follow the rules in this Agreement. You may not use the Application and/or website, for any business listings, contract information or other content, to promote another business or commercial venture.
Distribution. Except as expressly permitted under other provisions of this Agreement, You may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Website, the content or any information or materials retrieved from either of them, including, without limitation, graphics and logos, in whole or in part, for any purpose.
Derivative Works. You may not create compilations or derivative works of the Application, the website, the Application and/or website content or any other materials from the Application and/or website.
Infringement. You may not use the Application, the website, the Application and/or website content or any other materials from the Application and/or website in any manner that may infringe upon any copyright or other intellectual property right, proprietary right, or property right of MIDRATE or any third party.
Information Distribution. You may not use (1) the Application, the website, or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to you through the Application and/or website to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information, that is false; (2) the Application, the website, or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to you on or through the Application and/or website to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information that contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals; (3) the Application and/or website or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to you on or through the Application and/or website to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information that includes any inside information and/or proprietary or confidential information learned or disclosed under nondisclosure agreements; (4) the Application and/or website or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to you on or through the Website to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information that you are restricted from using under any law, statute, ordinance or regulation; (5) the Application and/or website or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to you on or through the Application to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information that infringes upon the intellectual property rights of any third party; or (6) the Application and/or website and any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to you on or through the Application and/or website to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information that contains software viruses or any other computer code, files or programs that are designed or intended to disrupt, damage, or limit the functions of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any other party.
Other Prohibited Uses. You may not use the Application and/or website for any purpose that: is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or otherwise violates MIDRATE's rules or policies; victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other classification protected by law; invades any person's or entity's privacy or other rights; constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; misidentifies you or impersonates any person or entity, including, without limitation, any employee or representative of MIDRATE, or falsely states, implies, or otherwise misrepresents your affiliation with a person or entity by, for example, pretending to be someone other than you or pretending to represent a company or organization that you are not affiliated with or authorized to represent; or could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
Harm to Minors. You may not take any action on the Application and/or website or use the Application and/or website content to harm minors in any way.
Solicitation. You may not use the Application or any Application and/or website content in a manner that violates any state or federal law regulating commercial e-mail, facsimile transmissions or telephone solicitations.
(a) The Application and/or website, and the content of the Application and/or website may contain and/or provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Application and/or website ("Third Party Content") that may include content you find to be offensive, indecent or objectionable. The third party from whom or which any such Third Party Content originates is solely responsible for it and MIDRATE assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, MIDRATE has no liability of any kind to you or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless MIDRATE expressly states in writing to the contrary, MIDRATE neither endorses nor adopts as its belief any such statements. MIDRATE may provide information in articles MIDRATE posts or links to through the Application and/or website only for educational and general informational purposes and not as professional advice. MIDRATE has made no attempt to verify any information contained in any such articles.
(b) As a convenience to you and other Application and/or website visitors, the Application and/or website may contain links to websites that are owned and operated by third parties that are not affiliated with MIDRATE. When you use these links, you will leave the Application and/or website and MIDRATE will have no ability to protect your interests and you release MIDRATE from any potential claim against MIDRATE. You visit linked websites at your own risk and it is your responsibility to take any protective measures to guard against viruses and other destructive elements. MIDRATE is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any external website on or through a linked website.
13. Copyright Infringement
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Application and/or website;
- Your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
- Any other information that would allow MIDRATE to resolve the alleged infringement.
- In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which MIDRATE has disabled access, MIDRATE may forward a copy of a valid Notice including name and email address to such individual or entity. MIDRATE's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows: firstname.lastname@example.org
14. Governing Law and Venue
Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Florida, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement, the Application and/or Website shall be resolved in the appropriate Federal or state court located solely and exclusively in Miami, Florida. You hereby consent to exclusive jurisdiction and personal jurisdiction in Miami, Florida and agree not to raise any defense of forum non conveniens or any similar defense. The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, a joint venture, franchisor, franchisee, partner, agent or representative of the other party for any purpose whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by you without MIDRATE's prior written consent.
15. Business Transfer
We may, in the future, sell or otherwise transfer some or all of our assets or equity to a third party. Your personally identifiable information and other information we obtain from you via the Application and/or website may be disclosed to any potential or actual third party purchasers of such assets or equity and may be among the assets transferred and by you signing and/or accepting the terms of this Agreement, you agree and consent to such transfer.
If you do not agree to the terms of this agreement, please do not provide us with any information and do not use the Application and/or website. By using the Application and voluntarily providing information to us, you consent to our collection and use of the information as set forth in this document.
18. No Waiver
MIDRATE’S failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches.
If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.