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1. Your Acceptance

Welcome to Frank N. Magid Associates’ website.  By using and/or visiting the MAGID.COM website, including all Content (as defined below), by accessing any associated content such as email feeds, RSS feeds, and feeds through apps (collectively, the “Service”), which is operated by Frank N. Magid Associates, Inc., with a principal place of business at 8500 Normandale Lake Blvd, Suite 630, Minneapolis, MN 55437 (“Magid” or “we”), You signify Your agreement to these terms and conditions (the “Terms of Use”).

You acknowledge (a) that You have read and understood these Terms of Use; and (b) that these Terms of Use have the same force and effect as a signed agreement.

If You are accepting this agreement on behalf of Your employer, You affirm that You have the authority to accept this agreement on its behalf.  You affirm that You are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, warranties, and indemnification set forth in these Terms of Use, and to abide by and comply with these Terms of Use.

ATTENTION:  PLEASE READ OUR PRIVACY POLICY, CAREFULLY BEFORE USING THE SERVICE.  ACCESSING ANY PART OF THE SERVICE OR CONTENT INDICATES THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE AND RELATED POLICIES IN FULL. IF YOU DO NOT ACCEPT THESE TERMS OF USE AND RELATED POLICIES, DO NOT USE, ACCESS, OR DOWNLOAD MATERIALS FROM THE SERVICE AND LEAVE THE SERVICE IMMEDIATELY.

We reserve the right to modify or discontinue the Service (or any portion of the Service), temporarily or permanently, with or without notice to You, and are not obligated to support or update the Service.  YOU AGREE THAT MAGIDSHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY IN THE EVENT THAT WE EXERCISE OUR RIGHT TO MODIFY OR DISCONTINUE THE SERVICE (OR ANY PORTION OF THE SERVICE).  Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to these Terms of Use.

We may change these Terms of Use at any time. Please review the Terms of Use each time You visit the Service.  If We materially change these Terms of Use, We’ll let You know by showing them to You again when You access the Service with a notification in the footer. BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THE MOST RECENT VERSION OF THE TERMS OF USE.

These Terms of Use include a disclaimer of warranties, a disclaimer of liability, a class action waiver, as well as a release and indemnification by you, in Sections 1, 3, 6, 8-10, and 14.  Please review those sections (and all other terms) carefully.

2. PRIVACY POLICY

Our Privacy Policy describes the information Magid collects when You and others use the Service. It also describes how Magid uses any personal information You share with it. Our Privacy Policy is part of these Terms of Use. By agreeing to these Terms of Use, You are also consenting to our use of Your personal information in accordance with our Privacy Policy. Please click here to review our Privacy Policy.

3. LINKS TO AND FROM THE SERVICE

The Service may contain links to third party websites and online services (such as apps) that are not owned or controlled by us.  We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites or online services, and you access and use these websites or online services solely at your own risk.  These links are provided for your reference and convenience only, and do not necessarily imply any endorsement, sponsorship or recommendation of the material on these third-party websites or online services or any association with their operators.  In addition, we will not and cannot control or edit the content of any third-party website or online service.  BY USING THE SERVICE, YOU EXPRESSLY RELEASE Magid, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, AND SUPPLIERS (COLLECTIVELY “MAGID”) FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE OR ONLINE SERVICE AND FROM ANY LOSS OR DAMAGE OF ANY SORT YOU MAY INCUR FROM DEALING WITH ANY THIRD PARTY. Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions of use for each other website or online service that you visit.

Except as you have otherwise agreed with Magid in writing, you may link to the Service from your website, subject to the following:  (1) you may not frame the Service or any portion of the Service; (2) you will not override or hinder the functionality of an end-user’s Web browser’s “back” function; (3) the link must be identified using a plain text rendering of Magid’s name and not any Magid logo; (4) you may not use any Magid logo in any way; (5) you may not use the link in any way that suggests that Magid is associated with or endorses you or your website; (6) the link may not appear on any website that a reasonable person may consider obscene, defamatory, harassing, offensive or malicious, and may not be presented in any way that disparages Magid or damages its rights, reputation, or goodwill; and (7) we may terminate your right to link to the Service at any time for any reason or no reason.

4. RESTRICTIONS ON USE OF THE SERVICE

In your use of the Service, you will not:

  • use the Service for any purpose other than for using the features we intentionally make available to you;
  • upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or other form of solicitation;
  • post, transmit or submit any information that Magid, in its sole discretion, determines is confidential (including social security or alternate national identity numbers, sensitive personal information, non-public phone numbers or non-public email addresses), false, misleading, unlawful, infringing, threatening, abusive, harassing, libelous, defamatory, discriminatory, obscene, offensive, inflammatory, scandalous, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate the law;
  • upload, download, post, email or otherwise transmit any material that may infringe copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any party;
  • copy, download or distribute any part of the Service in any form or medium without the prior written authorization of Magid;
  • alter, modify or make derivative works from any part of the Service without the prior written authorization of Magid;
  • provide false personal information or create an account for anyone other than yourself without permission;
  • create another account without our permission, if we have disabled your account;
  • let anyone else access your account, or do anything else that might jeopardize the security of your account;
  • assign or transfer your account or login information to anyone;
  • use web crawlers, web robots, web scutters, ants, automatic indexers, bots, worms, and other such devices in connection with the Service; provided, however, that general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Service are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent;
  • use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use of the Service;
  • obtain or attempt to obtain any content through any means not intentionally made available or provided for through the Service;
  • facilitate gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize;
  • impersonate or misrepresent any person or entity or your affiliation with someone else;
  • post or transmit any worms, viruses, Trojans, or other harmful, disruptive, or destructive files, code, or programs to the Service;
  • stalk or otherwise harass any person or entity; or
  • harm minors in any way.

Magid will fully cooperate with any law enforcement authorities or court order requesting or directing Magid to disclose the identity of anyone violating these Terms of Use.

5. INTELLECTUAL PROPERTY

Everything you see, hear, or otherwise experience on the Service, including but not limited to the graphics, videos, audio recordings, text, software, photographs, scripts, software screens, design elements, artwork, templates, layout designs, interactive features and the like, the concepts and ideas underlying the Service, and all statistical, analytical, and other data captured by or through the Service (collectively, “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Magid, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.  Magid owns the copyright in the selection, coordination, arrangement and enhancement of the Content.  Any unauthorized use of any materials on the Service may violate copyright, trademark, and other laws.  FRANK N. MAGID ASSOCIATES and the Magid logo are trademarks of Frank N. Magid Associates, Inc.

For your personal use, you may view, copy, and print pages from the Service.  Otherwise, the Service may not be copied, downloaded, modified, reproduced, distributed, published, performed, streamed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.  Magid reserves all rights not expressly granted in and to the Service and the Content.  You agree not to use, copy, download, or distribute any of the Content other than as expressly permitted herein.  You may not incorporate the Content into, or stream or transmit the Content via any hardware or software application or make it available via frames or in-line links unless expressly permitted by Magid in writing.  You may not create, recreate, advertise or distribute an index of a significant portion of the Content unless authorized in writing by us.  You may not build a business using the Content, whether or not for profit.  If you copy or print pages of the Content for personal use, you must retain all copyright and other proprietary notices contained therein.  You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein, nor may you scrape or use any extraction methods to obtain any Content or data from the Service.

You shall not, and shall not permit others to, license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, all or any part of the rights granted to you under this Agreement, the Service, or any content or materials accessible through the Service, in whole or part.

6. ADVERTISEMENT RELEASE

Magid takes no responsibility for advertisements or any third party material posted on or transmitted through the Service, nor does it take any responsibility for the products or services provided by other service providers with Content on the Service (“Advertisers”).  Any dealings you have with Advertisers found while using the Service are between you and the Advertiser, and you agree that Magid is not liable for any loss or claim that you may have against an Advertiser.

YOU AGREE THAT YOU BEAR ALL RISK AND YOU AGREE TO RELEASE THE MAGID FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE AND YOUR TRANSACTIONS WITH ADVERTISERS OR OTHER THIRD PARTIES. YOU FURTHER WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY STATUTORY OR NON-STATUTORY LAW OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER. YOU WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR PROVISION OF THE STATUTORY OR NON-STATUTORY LAW OF ANY OTHER JURISDICTION (INCLUDING WITHOUT LIMITATION THE STATES OF MISSOURI, DELAWARE AND PENNSYLVANIA) TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.

7. WARRANTIES

You warrant and represent to us as set out below:

a) The information provided to Magid in any registration screen, email, posting, telephone call or through other means including all personal details, contact details and all other data provided to Magid, is true in all respects, up-to-date and not misleading.

b) You will keep the information referred to in paragraph (a) up to date.

c) You will not access the Service under false identity or pretext and will not use it to falsify your or any other person’s identity (however, this will not prevent you from using an adopted name provided the name is used lawfully and in good faith).

d) You will use the Service lawfully and in good faith.

8. DISCLAIMERS

YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK.  FRANK N. MAGID ASSOCIATES, INC. HAS ATTEMPTED TO MAKE THE SITE AND THE CONTENT AS TIMELY AND ACCURATE AS POSSIBLE, BUT BECAUSE ERRORS MAY OCCUR, THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS.  MAGID GIVES NO WARRANTY AND MAKE NO REPRESENTATION IN RELATION TO THE SERVICE OR THE CONTENT.  MAGIDEXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW AND YOU WAIVE ANY REPRESENTATION OR WARRANTY ON THE PART OF MAGIDRELATING TO THE SERVICE OR THE CONTENT, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE IN CONNECTION WITH THE SERVICE, ANY SOFTWARE LICENSED OR PROVIDED TO YOU BY MAGID AND ANY AGREEMENT WITH A THIRD PARTY, THAT MAY BE IMPLIED BY THESE TERMS OF USE, BY CUSTOM, OR BY LAW OR OTHERWISE AND WHICH IS NOT EXPRESSLY SET OUT HEREIN, INCLUDING ANY IMPLIED WARRANTIES OF AVAILABILITY OF THE SERVICE, NON-DISRUPTION, SECURITY, ACCURACY, THE USE OF REASONABLE CARE AND SKILL, QUALITY, MERCHANTABILITY, TITLE OR ENTITLEMENT, FITNESS FOR A PARTICULAR PURPOSE, ABILITY TO ACHIEVE A PARTICULAR RESULT OR FUNCTIONALITY AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, MAGIDDOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE SERVICE OR ON ANY WEBSITES LINKED TO THE SERVICE IS ACCURATE, COMPLETE OR CURRENT; THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR ERROR; THAT THE QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE OR AGREEMENTS YOU ENTER WITH THIRD PARTIES SUCH AS ADVERTISERS WILL MEET YOUR EXPECTATIONS; THAT THE SERVICE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY MAGID; THAT SERVICE ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS PCI COMPLIANT. MAGID ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION), RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, CONTENT, AND/OR INFORMATION STORED THEREIN, (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (V) BUGS, VIRUSES, TROJAN HORSES, DESTRUCTIVE COMPUTER CODES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (VI) 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 SERVICE.

THE CASE STUDIES AND RESULTS DESCRIBED ON THE SERVICE ARE INTENDED ONLY TO BE EXAMPLES OF MAGID’S WORK, AND ARE NOT TO BE CONSTRUED AS WARRANTIES OR PROMISES OF SPECIFIC RESULTS IN THE FUTURE.

THE INFORMATION CONTAINED IN THE MAGID MORNING FACTS AND MAGID I-FACTS HAS BEEN COLLECTED FROM VARIOUS SOURCES, AND MAGID DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION.

9. INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS MAGID from AND AGAINST ANY CLAIM, LOSS, OBLIGATION, DEMAND, DAMAGE, COST, LIABILITY, EXPENSE, AND ATTORNEY’S FEES ARISING TO MAGID AS A RESULT OF ANY CLAIM, DEMAND OR PROCEEDINGS BROUGHT OR THREATENED AGAINST MAGID IN CONNECTION WITH (1) YOUR USE OF, ACCESS TO, OR MISUSE OF THE SERVICE; (2) YOUR BREACH OF ANY OF THESE TERMS OF USE; (3) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (4) ANY CLAIM THAT ANY OF YOUR USER SUBMISSIONS CAUSED DAMAGE TO AN INDEMNIFIED PARTY OR A THIRD PARTY; (5) ANY TRANSACTION YOU CONDUCT AS A RESULT OF THE CONTACT FACILITATED BY THE SERVICE; OR (6) ANY ACTIVITY USING YOUR EMAIL ADDRESS AND PASSWORD BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE USING YOUR ACCOUNT OR EMAIL ADDRESS.

IF MAGID TAKES ANY LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THESE TERMS OF USE, MAGID WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEYS’ FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO MAGID.

10. LIMITATIONS ON LIABILITY

IN NO EVENT SHALL MAGIDBE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THE SERVICE OR THIRD PARTY PRODUCTS OR SERVICES, UNDER THESE TERMS OF USE OR IN CONNECTION WITH THEIR PERFORMANCE OR BREACH, OR IN CONNECTION WITH ANY WARRANTIES HEREUNDER, OR IN CONNECTION WITH THE SERVICE, INCLUDING FOR THEIR NEGLIGENCE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS OR SAVINGS OR ANTICIPATED PROFITS OR SAVINGS, DATA, OPPORTUNITY, REPUTATION, GOODWILL OR BUSINESS, EVEN IF MAGID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

MAGIDWILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY OR LOSS THAT YOU MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM: (1) ANY SUSPENSION OR DISRUPTION OF THE SERVICE, INCLUDING WHERE SUCH SUSPENSION OR DISRUPTION RESULTS FROM OUR NEGLIGENCE, (2) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (3) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (4) UNAUTHORIZED ACCESS TO OR USE OF MAGID’S SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN, (5) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (6) INADEQUATE OR FAULTY HARDWARE OPERATING THE SERVICE; (7) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, (8) USER CONTENT, THIRD PARTY WEBSITES OR APPS; (9) ERRORS OR OMISSIONS IN ANY CONTENT; OR (10) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT WHEREIN SUCH CONTENT OR ADVERTISEMENT IS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MAGID IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

MAGIDWILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY OR LOSS THAT YOU OR ANY OTHER PERSON MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM YOUR BREACH OF YOUR WARRANTIES OR OTHER OBLIGATIONS UNDER THESE TERMS OF USE.

MAGID’S MAXIMUM AGGREGATE LIABILITY FOR ANY SINGLE EVENT (OR A SERIES OF RELATED EVENTS) GIVING RISE TO A CLAIM IN CONNECTION WITH THESE TERMS OF USE OR IN RELATION TO THE SERVICE, EITHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, MISREPRESENTATION OR NEGLIGENCE WILL BE LIMITED TO $50 USD.

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Any claims relating to use of the Service must be bought within one (1) year from the date the cause of action arose. Claims brought after such period are VOID.  The Service is controlled and offered by Magid from its facilities in the United States of America.  Those who access or use the Service do so at their own volition and are responsible for compliance with local and all other applicable laws, restrictions, and regulations.

11. EQUITABLE RELIEF

If you violate these Terms of Use, we may seek injunctive relief or other equitable relief.

12. SUBPOENA FEES

If Magid has to provide information in response to a subpoena related to your access or use of the Service, then we may charge you for our costs.  These costs may include attorney and employee time spent retrieving records, preparing documents, and participating in a deposition.

13. ASSIGNMENT

The Terms of Use, and any rights and licenses granted hereunder, may be transferred or assigned by you only with Magid’s prior written consent, but may be assigned by Magid without restriction and without notice to you.

14. CLASS ACTION WAIVER

ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION.  YOUR ACCESS AND CONTINUED USE OF THE SERVICE SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.

15. GENERAL

These Terms of Use constitute the entire agreement between the parties and supersede all other agreements, statements, and other arrangements between the parties in relation to the subject matter hereof. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction, to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect.  Each party acknowledges that it has not relied on or been induced to enter these Terms of Use by a representation other than those expressly set out in these Terms of Use.  Magid and you do not intend to confer, and these Terms of Use will not be construed as conferring, any right, remedy, obligation or liability of any kind on any person other than Magid, you, and their successors and assigns.  No modification, alteration or waiver of any of the provisions of these Terms of Use will be effective unless in writing and signed on behalf of each of the Parties.  No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Magid’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.  You agree that the Service shall be deemed solely based in Minnesota, United States of America and the Service shall be deemed a passive Service that does not give rise to personal jurisdiction over Magid in jurisdictions other than Minnesota.  These Terms of Use are governed by United States and Minnesota law, without regard to conflict of law provisions, and the Parties submit to the exclusive jurisdiction of the courts of Hennepin County, Minnesota in relation to any dispute between them arising out of the subject matter of these Terms of Use.

 

(Last modified March 30, 2017)