Terms of Service
of
MINERVA STRATEGIES, LLC
Terms of Service (this “Agreement”) is a legally binding contract by and between Minerva Strategies, LLC, a Washington state limited liability company (“us”, “we”, “our”, or the “Company”) and you as a user of the products and/or services offered by us through the website located at https://minervastrprod.wpenginepowered.com/ (the “Site”) and any content made available therein (the “Content”, together with the App and the Site, the “Services”).
1. Agreement and updates
By accessing or otherwise using the Services, you agree to be bound by this Agreement and by our Privacy Policy, which is incorporated into this Agreement by reference. You agree and represent that you are at least 13 years old, and that you will not impersonate any other person or entity or otherwise misrepresent your identity on or through the Services. We may modify the Services or update this Agreement from time to time, in our sole discretion, with or without notice. Continued access or use of the Services constitutes your agreement to such modifications and to be bound by an updated version of this Agreement.
2. Submitting information
When you provide information to us – such as by signing up for our mailing list or filling out a contact form – you consent to the collection of such information pursuant to our Privacy Policy and represent that you are submitting such information on behalf of yourself or someone for whom you are authorized to act.
3. Acceptable use policy
The Services are provided for educational and informational purposes. If we determine, in our sole discretion, that you have accessed or used the Services for any way other than as intended, we may prohibit your access and use. You acknowledge to have read, understand, and hereby agree to adhere to, the following conditions, as may be updated from time to time (our “Acceptable Use Policy”). You hereby agree not to (a) impersonate another person or misrepresent your affiliation with us or others; (b) copy, translate, disassemble, decompile, reverse engineer, or otherwise modify, replicate, or create derivative works of the Services; (c) access, download, or otherwise use the Services by automated means, including harvesting or scraping; or (d) use the Services in any way that violates any applicable law. Intellectual property and ownership.
3.1 License to Use the Services
Subject to the terms of this Agreement we grant you a limited non-transferable, non-exclusive, license to access and use the Services for your personal or internal business purposes. You may not: (a) license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Services; (b) modify, make derivative works of, dissassemble, reverse compile or reverse engineer, any part of the Services; (c) access the Services using automated means, whether through the use of bots, scrapers, or otherwise, unless permitted by this Agreement or when made available by us (e.g., API access). Except as otherwise permitted by this Agreement, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Any future release, update, or other addition to the Services is subject to the terms of this Agreement.
3.2 Company Content
All content, images, designs, layouts, code, interfaces, compilations, features, elements, technical data or data incidentally created through the use of the Services, and all copyrights, trademarks, service marks, trade names, or other intellectual property or proprietary rights (“Company Content”) is owned by us or our licensors. You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit the Company Content in whole or in part except as expressly authorized by us, our licensors, or this Agreement. Except for the terms of any license under this Agreement, neither our licensors nor we grant you any express or implied rights in and to the Company Content, and all such rights are retained and reserved to the fullest extent permitted under law.
3.3 DMCA and Copyright
The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Services infringes their rights under U.S. copyright law. If you believe in good faith that material on the Services infringes your copyright rights, you (or your agent) may send us a notice requesting that such material be removed or access to it blocked. Federal law requires that your notification include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; (e) a statement that you have a good faith belief that use of the material in the manner notified of is not authorized by the copyright owner, its agent, or the law; and (f) 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. Please contact us with the above information so we can process your request.
3.4 Feedback
If you submit any feedback, comments, suggestions, or support requests on or through the Services (“Feedback”), you thereby assign us all right, title, and interest in and to such Feedback.
4. Third-party services
In the event the Services link to, contain, use, integrate with, or access third-party services (“Third-Party Services”), you hereby acknowledge that we do not control or operate nor are we responsible for the products, services, content, or reliability of any such Third-Party Services. Your relationship with the Third-Party Services is governed by and subject to the applicable agreement between them and you.
5. Indemnification
You hereby agree to indemnify and hold us and our affiliates, officers, agents, subsidiaries, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your: (a) use of the Services; (b) violation of this Agreement, or (c) violation of any rights of another including but not limited to intellectual property or privacy rights.
6. Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY GUARANTEES, CONDITIONS, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES OR ANY CONTENT THEREIN.
7. Limitations of liability
NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, MOBILE DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE LESSER OF THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE CAUSE OF ACTION, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
8. General Legal
8.1 Entire Agreement
This Agreement, which includes our Privacy Policy and any other agreement incorporated hereto by reference, forms the entire and exclusive understanding and agreement between you and us; it supersedes and replaces any and all prior oral or written understandings.
8.2 Notifications
. By using the Services, you consent to receiving notices, including this Agreement, in electronic form. Notices may be given via email or by posting to the Services. Any notices provided via email will be deemed given and received on the date and time of transmission.
8.3 Severability
To the extent any provision of this Agreement is deemed invalid or unenforceable, that provision will be interpreted and enforced to the maximum extent permissible under law to give effect to the original intent of such provision, and all other provisions will remain in full force and effect.
8.4 Additional Provisions
A failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. You may not assign this Agreement or delegate any obligations hereto. We may assign rights or delegate duties under this Agreement in connection with a merger, reorganization, re-domestication, or the sale of all or substantially all of our assets. This Agreement will bind our successors and permitted assigns.
8.5 Applicable Law, Forum, and Venue
This Agreement is governed by the laws of the State of Washington, U.S.A., without regard to its conflict of law provisions. All disputes related to or arising from this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, to which jurisdiction and venue both we and you each irrevocably consent.
Updated: December 27, 2022