BY ACCESSING THE SITE YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS
1. BINDING EFFECT
3. E-MAIL LIST
By joining this Site, you are opting to receive periodic emails from the Site’s marketing team or administrators. Users will have the opportunity to unsubscribe from marketing emails.
The Site does encrypt data via Secure Socket Layer (SSL) technology. We do NOT collect financial information or credit card information from you. You understand and agree that any information you send to us in not necessarily secure. Dakota wicohan and Dakota Wicohan are not liable for any lost or stolen data.
5. REFUND POLICY / CANCELLATION
There is no refund available for any products without proof of product deficiency.
In the event of delivery problems of an shipped product, we will make reasonable efforts to re-deliver that product.
We are not responsible for problems in delivery of Online Products due to computer problems at your end, poor internet connection, or other causes outside of our control.
If you have a problem with delivery of your Products, please contact us.
6. SHIPPING POLICY
Non-Digital Products will be shipped UPS Ground to the continental United States and Canada, and UPS Air for all other destinations. Shipping charges will be added to the purchase price, and your method of payment will be charged accordingly.
We will collect sales tax on applicable purchases by Minnesota residents, and by residents of other states if required by applicable law.
The Company owns or licenses all intellectual property and other rights, title, and interest in and to the Site, Content and Products, and the materials accessible on the Site and Products, except as expressly provided for in the Agreement, including without limitation the trademarks, copyrights and certain technology used in making the Site, its Content and Products available. Except as specifically allowed in this Agreement, the copying, redistribution, use or publication by you of any Content or Products is strictly prohibited. We grant you a limited revocable license to access and use the Site, Content and our Products for their intended purposes, subject to your compliance with this Agreement. The revocable license does not include the right to collect or use information contained on the Site or through the Products for purposes that Company prohibits or to compete with Company.
Products are not sold; they are only licensed. You acquire no ownership or other interest in, or other license to, any patent, copyright, trademark, trade secret or other intellectual property right in or to the Products or the Content. You acquire no rights or licenses in or to any trademarks, service marks, trade names or copyrights displayed on the Site. You may not reproduce, republish, distribute, assign, sublicense, retransmit, sell, or prepare derivative works of the Site, Content or Products, or resell or make our Products available to others. All rights in and to the Site, Products and our Content not expressly granted in this Agreement remain in us or in our licensors.
If you use the Site, Content or our Products in a manner that exceeds the scope of this license or breaches any relevant agreement, your license shall terminate immediately.
For the purposes of this Agreement, ‘Confidential Information’ shall be deemed to include all the information and materials about the Company, the Site, the Content or the Products that: (i) if in written format is marked as confidential, or (ii) if disclosed verbally is noted as confidential at time of disclosure or (iii) in the absence of either (i) or (ii) is information which a reasonable party would deem to be non-public information and confidential, including, without limitation, all information provided on or through the Site or Products, trade secrets, inventions, research methods and projects, methods of compiling information, methods of creating database, data processing programs, software, computer models, source and object codes, product formulations, strategies and plans for future business, product and service development and ideas, potential acquisitions or divestitures, marketing ideas, financial information including with respect to costs, commissions, fees, profits and sales, mailing lists, information concerning our affiliates and customers, potential affiliates and customers and suppliers, and employee information including their respective salaries, bonuses, benefits, qualifications, abilities and contact information.
You acknowledge and agree that the nature of the Confidential Information to which you have, and will continue to have, access derives value from the fact that it is not generally known and used by others in the highly competitive, international industry in which Company engages and operates.
You acknowledge that you are receiving the Confidential Information in confidence, and you will not publish, copy or disclose any Confidential Information without prior written consent from Company. You further agree that you shall not attempt to reverse engineer, de-compile or try to ascertain the source code to our software or any other software supplied hereunder. You acknowledge that you will only use the Confidential Information to the extent necessary to use the Products and promote your business in accordance with your agreements with Company, and that you will use best efforts to prevent unauthorized disclosure of the Confidential Information to any third party.
You agree not to alone or in association with others use the Confidential Information to (i) solicit, or facilitate any organization with which you are associated in soliciting, any employee, affiliate or customer of ours to alter his, her or its relationship with us; (ii) solicit for employment, hire, or engage as an independent contractor, or facilitate any organization with which you are associated in soliciting for employment, hire, or engagement as an independent contractor, any person who was employed by or under contract with us at any time during the term of this Agreement (provided, that this clause (ii) shall not apply to any individual whose employment or contractual relationship with us was terminated for a period of one year or longer); or (iii) solicit business from or perform services for any customer, supplier, licensee, or business relation of ours; induce or attempt to induce, any such person or entity to cease doing business with us; or in any way interfere with the relationship between any such person or entity and us.
Other than as expressly provided for herein, you do not acquire any right or interest, by license or otherwise, in or to the Confidential Information.
You agree that all originals and any copies of the Confidential Information remain the property of Company. You shall reproduce all copyright and other proprietary notices, if any, in the same form that they appear on all the materials provided by us, on all permitted copies of the Confidential Information made by you. You agree to return all originals and copies of all Confidential Information in your possession or control to us at its request.
You shall be liable for any and all breaches of this Agreement and any unauthorized use or disclosure of Confidential Information. If you become compelled by applicable law, regulation or legal process to disclose any of the Confidential Information, you shall promptly provide us with notice in order for us to seek a protective order or other appropriate remedy. Further, if you become compelled to disclose any of the Confidential Information, you must disclose only that portion of the Confidential Information you are legally required to disclose as confirmed by a legal opinion of your counsel at your expense.
9. USE OF THE SITE, CONTENT AND PRODUCTS
You may only use the Site, Content and Products for personal educational and spiritual development purposes, unless otherwise expressly permitted in writing by us. You may not use the Site, Content or Products for commercial use. You may not cause harm to the Site or Products. Specifically, but without limitation, you may not: (i) interfere with the Site, Content or Products by using viruses, programs, or technology designed to disrupt or damage any software or hardware, or which attempts to assess the vulnerability of, or actually violates, any security feature; (ii) access any content or data not intended for you, or log into an account or server that you are not authorized to access; (iii) modify, create derivative works, reverse engineer, decompile or disassemble any technology used to provide the Site, Content or our Products; (iv) use a robot, spider or other device or process to monitor the activity on or copy pages from the Site or our Products, except in the operation or use of an Internet ‘search engine,’ hit counters, or similar technology; (v) collect electronic mail addresses or other information from third parties by using the Site, Content or our Products; (vi) impersonate another person or entity; (vii) engage in any activity that interferes with another user’s ability to use or enjoy the Site, or content or our Products; (viii) assist or encourage any third party in engaging in any activity prohibited by this Agreement; (ix) co-brand the Site, the Content or our Products; (x) frame the Site or Products; (xi) hyper-link to the Site or Products, without the express prior written permission of an authorized representative of Company; (xii) use the Site, Content or Products, in whole or in part, for any purpose that is unlawful, immoral, or prohibited by this Agreement or any applicable local, state, or federal law, rule, or regulation; (xiii) use the Site, Content or Products in any manner that could damage, disable, overburden, or impair the Site or Products; (xiv) circumvent, or attempt to circumvent, any security feature of the Site; (xv) upload, e-mail or otherwise transmit to or through the Site or Products, any advertising, promotional, or other unauthorized communication, including, without limitation, ‘junk mail,’ ‘surveys,’ unsolicited e-mail, ‘spam,’ ‘chain letters,’ or ‘pyramid schemes;’ or (xvi) incorporate data from any of our databases into any emails or other ‘white pages’ products or services, whether browser- based, based on proprietary client-side applications, or web-based, without our prior, express and written consent.
You agree that you will not make any derogatory statements, either oral or written, or otherwise disparage us, our products, employees, services, or employment, and will take all reasonable steps to prevent others from making derogatory or disparaging statements. You agree that it would be impossible, impractical or extremely difficult to fix the actual damages suffered by reason of a breach of this paragraph, and accordingly hereby agree that Company may determine to recover damages sustained by reason of each such breach, without prejudice to Company’s right to also seek injunctive or other equitable relief.
If you purchase any of our Products, you agree that your use of the Products is limited by this Agreement as well.
Some areas of the Site are password restricted to registered users (‘Password-Protected Areas’). If you have registered as an authorized user to gain access to these Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, including any fees that may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or the Site that is known to you.
10. USER CONTENT
User Content means all content created by you, which includes but is not limited to audio, video, images, photographs, logos, illustrations, animations, tools, written posts, comments, data, text, software, graphics, scripts, themes, and/or interactive features. Keep in mind that once you post something on a blog or forum, you thereby make it available on the Internet and to the public, it may be practically impossible to take down all copies of it. By posting, downloading, displaying, performing, transmitting, or otherwise distributing any User Content to the Site or Products, you are granting us a transferrable, perpetual, irrevocable, worldwide and royalty free nonexclusive license (including the right to sub-license), to use, possess, copy, transmit, publicly display, distribute, sell, host, store, cache, disclose, perform, modify, edit, translate, reformat, import, export and prepare derivative works of such User Content through multiple tiers of distribution in any and all media now known or hereafter invented (including, without limitation, the right to conform it to the requirement of any networks, devices, services, or media through which the Site or Products are available). Company will not pay you any compensation for the use of your User Content as provided herein. We are under no obligation to post or use any User Content you may provide and may remove User Content at any time in our sole discretion. You agree that Company may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site or Products, you warrant and represent that you own the rights to the User Content or are otherwise authorize to post, distribute, display, perform, transmit, or otherwise distribute User Content.
Except as otherwise set forth herein, you retain ownership of all intellectual property rights in your User Content, and Company and/or third parties retain ownership of all intellectual property rights in all Content other than User Content. You retain ownership of any intellectual property, URLs, and/or domain names you use or post or Service.
11. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS
When accessing the Site or using the Content or Products, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Products, Content and Site is at all times governed by and subject to laws regarding intellectual property ownership. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding intellectual property ownership and use, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit, or that is provided or transmitted using your user name. The burden of proving that any content does not violate any laws or third party rights rests solely with you.
All trademarks, service marks, trade names and copyrights displayed on the Site or in the Content are proprietary to us or their respective owners.
12. INAPPROPRIATE CONTENT
You agree not to upload, download, display, perform, transmit, or otherwise distribute any material or content that (i) is libelous, defamatory, obscene, pornographic, abusive, or threatening; or (ii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation or this Agreement. Company reserves the right to terminate your receipt, transmission or other distribution of any such material or content using the Products, and, if applicable, to delete any such material or content from its servers. Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
Company reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Site and Products. If Company determines, in its sole and absolute discretion, that a user has or will breach a term or condition of this Agreement or that such transaction or communication is inappropriate, Company may cancel such transaction or take any other action to restrict access to or the availability of any material or content that may be considered objectionable, without any liability to you or any third party.
13. COPYRIGHT INFRINGEMENT
Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site, in the Content or with the Products. Company has adopted a policy that provides for the immediate suspension or termination of any Site or Products user who is found to have infringed on the rights of Company or a third party, or otherwise violated any intellectual property laws or regulations. Company’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit or disable the material in question, you must provide Company with all of the following information:
a. A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
c. Identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
d. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
e. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For this notification to be effective, you must provide it to Company’s designated agent at:
Copyright Compliance Agent
P.O. Box 2 – 230 West 2nd Street
Morton, MN 56270
Phone: (507) 697-6272
14. ALLEGED VIOLATIONS
Company reserves the right to suspend or terminate your use of any Products or the Content or Site. To ensure that Company provides a high quality experience for you and for other users of the Site, Content and Products, you agree that Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights or other unauthorized uses of the Site, Content or Products. Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company reserves the right to suspend or terminate your account or your access to the Site immediate, with or without prior notice to you, and without liability to you, if Company believes that you have violated any of this Agreement, furnished Company with false or misleading information, or interfered with use of the Site, Content or the Products by others.
15. FULL POWER AND AUTHORITY
You represent and warrant that: (i) you have the full power and authority to enter into and perform under this Agreement; (ii) execution and performance of this Agreement does not constitute a breach of, or conflict with, any other agreement or arrangement by which you are bound; (iii) the terms of this Agreement are legal, valid, and binding obligation, enforceable against you; (iv) you are at least 18 years of age, (v) your use of the Site and Content is legal in, and does not violate any laws or rules of, the jurisdictions in which you reside or from which you use or otherwise access the Site, (vi) all information (if any) provided by you to us is correct, (vii) your use of the Site, Content and Products shall be in accordance with this Agreement and (viii) you are capable of assuming, and do assume, any risks related to the use of the Site, Content and Products.
16. DISCLAIMER OF WARRANTIES
COMPANY HEREBY MAKES NO REPRESENTATIONS, AND DISCLAIMS ALL WARRANTIES, ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE CONTENT AND THE PRODUCTS. THIS INCLUDES, WITHOUT LIMITATION, ANY AND ALL WARRANTIES EXPRESS AND IMPLIED, THE WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING; ANY LIABILITY WITH REGARD TO THE SITE, CONTENT AND PRODUCTS; AND ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN ANY PRODUCTS.
THE CONTENT, PRODUCTS AND SERVICES ON THE SITE ARE PROVIDED FOR PERSONAL IMPROVEMENT AND SPIRITUAL AND RELIGIOUS DEVELOPMENT. THEY ARE NOT INTENDED TO BE, AND ARE NOT A SUBSTITUTE FOR, MEDICAL, PSYCHIATRIC OR PSYCHOLOGICAL CARE BY A LICENSED PROFESSIONAL.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL CONTENT, PRODUCTS, SOFTWARE AND PRODUCTS ARE PROVIDED ‘AS IS,’ ‘WITH ALL FAULTS,’ AND ‘AS AVAILABLE.’ WE DISCLAIM ALL WARRANTIES, YOUR USE OF THE SITE, PRODUCTS AND CONTENT IS AT YOUR SOLE RISK. ALTHOUGH OUR CONTENT MAY BE UPDATED FROM TIME TO TIME, IT MAY BE OUT OF DATE AND/OR MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. WE ARE NOT RESPONSIBLE FOR YOUR INABILITY OR FAILURE (FOR ANY REASON) TO ACCESS THE SITE OR CONTENT OR OTHERWISE USE OR RECEIVE INFORMATION OR PRODUCTS FROM OR REGARDING THE SITE, CONTENT, OR YOUR PURCHASES FROM US. WE DO NOT WARRANT THAT THE SITE OR PRODUCTS WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE SYSTEMS OR THAT THE SITE OR PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.
YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR PRODUCTS.
WE ARE NOT RESPONSIBLE OR LIABLE FOR MAINTAINING ANY CONSUMER DATA OR FOR THE DELETION, CORRUPTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE OF ANY CONSUMER DATA OR FOR ANY THIRD PARTY ACCESS TO ANY CONSUMER DATA.
WE MAKE NO WARRANTY OR REPRESENTATION AS TO THE RESULTS INDIVIDUALS MAY ACHIEVE BY USING ANY OF OUR PRODUCTS.
17. LIMITED LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATED PARTIES SHALL HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY CONTENT, THE SITE, THE PRODUCTS, OR INFORMATION RELATED TO THE SITE OR PRODUCTS, AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR LITIGATION), (I) ARISING FROM ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE CONTENT OR OUR PRODUCTS OR PRODUCTS, (II) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR CONTENT, OR WITH THE DELAY OR INABILITY TO USE THE SITE, CONTENT, OR RELATED PRODUCTS, OR FROM THE USE OR MISUSE OF ANY INFORMATION, SOFTWARE, PRODUCTS, RELATED GRAPHICS, AND CONTENT OBTAINED THROUGH THE SITE, (III) ANY INCORRECT OR MISSING INFORMATION OR DATA, OR (IV) OTHERWISE ARISING OUT OR RESULTING FROM LOSS OF YOUR DATA OR INFORMATION, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM LIABILITY, IF ANY, FOR ANY LOSS OR DAMAGE RELATING TO OR ARISING OUT OF YOUR USE OF THE SITE OR ANY CONTENT WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE PRODUCT.
WE ARE NOT RESPONSIBLE FOR INTERRUPTED, INACCESSIBLE OR UNAVAILABLE NETWORKS, SERVERS, SATELLITES, INTERNET SERVICE PROVIDERS, WEBSITES, OR OTHER CONNECTIONS, OR FOR MISCOMMUNICATIONS, FAILED, JUMBLED, SCRAMBLED, DELAYED, OR MISDIRECTED COMPUTER, TELEPHONE OR CABLE TRANSMISSIONS, OR FOR ANY TECHNICAL MALFUNCTIONS, FAILURES OR DIFFICULTIES.
18. RELATED SITES
Company has no control over, and no liability for, any third party sites or materials (‘Third Party Sites’). Company works with a number of partners and affiliates whose Internet sites may be linked with the Site. Because Company has no control over the content and performance of these Third Party Sites, Company makes no guarantees about the accuracy, currency, content, or quality of the information provide by such Third Party Sites, and Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those Third Party Sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Company makes no representations, warranties or guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this Third Party Sites, and that, unless expressly provided otherwise, this Agreement shall govern your use of any and all Third Party Sites.
Your linking to such Third Party Sites is at your own risk. We do not investigate, monitor, or check such Third Party Sites for accuracy or completeness. We are not responsible for the availability of these Third Party Sites, nor are we responsible for the aesthetics, appeal, suitability to taste or subjective quality of informational content, advertising, products or other materials made available on or through such Third Party Sites. We are providing these links to you only as a convenience and may discontinue providing such links at any time in our sole discretion without notice to you. No endorsement of any third party content, information, data, opinions, advice, statements, goods, services or products is expressed or implied by any information, material or content of any Third Party Site contained in, referred to, included on, or linked from or to, the Site. Under no circumstances shall we or any affiliated providers be held responsible or liable, directly or indirectly, for any loss, injury, or damage caused or alleged to have been caused to you in connection with the use of, or reliance on, any content, information, data, opinions, advice, statements, goods, services, or products available on such Third Party Sites. You should direct any concerns to the respective Third Party Site’s administrator or webmaster. Any links to Third Party Sites do not imply that we are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through such links, or that any linked Third Party Site is authorized to use any trademark, trade name, logo or copyright symbol of ours.
Company, its managers, or members may receive an affiliate commission when you purchase some of the products or services that we recommend on our Site or Products. By entering into this Agreement, you acknowledge that you have been informed of such payments, consent to payments of affiliate commission, and agree that such payments are fair and reasonable.
You agree that Company may suspend or terminate your use of the Site, Content or undelivered Products, in its sole discretion, including without limitation, if Company believes, in our sole and absolute discretion, that you have breached any term of this Agreement. You acknowledge and agree that Company shall not be liable to you or any other party for said suspension and termination.
Upon termination, your license to use the Site, Content or Products and everything accessible by or through the Site, Content or Products shall terminate and the remainder of this Agreement shall survive indefinitely unless and until we chose to terminate it.
Upon termination of any part of this Agreement for any reason, we shall make reasonable efforts to ensure that your User Content is inaccessible and cease use of it; however, you acknowledge and agree that: (i) caching of, copies of, or references to the User Content may not be immediately removed or possible to remove; (ii) such removed User Content may continue in backups (not available to others) for a relatively short period of time; and (iii) due to re-blogging capabilities, such removed User Content may continue to be available (and stored on our servers) through the accounts of other subscribers.
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.S. Mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to us, you must use the following address: Dakota Wicohan, P.O. Box 2 – 230 West 2nd Street Morton, MN 56270. If Company provides notice to you, Company will use the contact information provide by you to us. All notices will be deemed received as follows: (A) if delivery by U.S. mail, seven business days after dispatch, (B) if by overnight courier, on the date receipt is confirmed by such courier service, or (C) if by electronic mail, 24 hours after the message was sent, if no ‘system error’ or other notice of non-delivery is generated. If applicable law requires that a given communication be ‘in writing,’ you agree that email communication will satisfy this requirement.
You agree to indemnify, defend, and hold Company, its officers, directors, employees, consultants, agents, and representatives harmless from and against any and all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including attorney’s fees and related costs, which (i) arise or in part from your negligence or wrongful act(s) or omission(s); (ii) arise from or are related to a breach of any of your express warranties contained herein; or (iii) failure to comply with this Agreement. We have no duty to reimburse, defend, indemnify, or hold you harmless resulting from, relating to, or arising out of, this Agreement, the Site, Content or Products, or your access to or use of the Site, Content or Products.
If an action is brought against Company in respect to any allegation for which indemnity may be sought, Company will promptly notify you of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to you at your expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim.
Company agrees that you will have sole and exclusive control over the defense and settlement of any such third party claim. However, you agree not to acquiesce to any judgment or enter into any settlement that adversely affects Company’s rights or interests without the prior written consent of Company.
22. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws of the United States and the State of Minnesota, without reference to their rules regarding conflicts of law. Any dispute arising under this Agreement or the use of the Site, Content or Products will be resolved by binding arbitration in Minneapolis, MN. Notwithstanding the foregoing, either party may bring an action before the courts seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or affiliate lists as well as other trade secrets, trademarks, trade names, patents, and copyrights. The parties may also seek judicial enforcement of an arbitration award. You waive any requirement of posting a bond in connection with such an action brought against you.
23. SEVERABILITY; WAIVER
If, for whatever reason, a court of competent jurisdiction finds any term or condition in this Agreement to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
Company may, in its sole discretion and without prior notice, (i) revise this Agreement; (ii) modify the Site, Content or the Products, and (iii) discontinue the Site, Content or Products at any time for any reason. Company shall post any revision to this Agreement to the Site, and the revision shall be effective immediately upon such positing. In the event of substantive changes to this Agreement, the new terms will be posted to the Site. If any modification is unacceptable to you, your only recourse is not to use the Site and Products and to request an immediate termination of your membership. Your continued use of the Site, Content or the Products following positing of a change notice or new Agreement on the Site will constitute binding acceptance of the changes.
This Agreement will be binding upon each party hereto and its successors and permitted assigns. This Agreement will not be assignable or transferable by you without Company’s prior written consent. This Agreement, and the related policy statements referred to herein, contains the entire understanding of the parties regarding use of the Site, Content and Products, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding the same. Any rights not expressly granted herein are reserved. No agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. The provisions of this Agreement addressing disclaimers of representations and warranties, indemnity obligations, intellectual property and governing law shall survive the termination of this Agreement.
BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY THE AGREEMENT, AS AMENDED FROM TIME TO TIME.
P.O. Box 2 – 230 West 2nd Street
Morton, MN 56270
Phone (507) 697-6272