Mimir Terms of Service


This web page represents a legal document that serves as our Terms of Service and it governs the legal terms of our website, www.mimirhq.com, sub-domains, and any associated web-based and mobile applications (collectively, "Website"), as owned and operated by Mimir, Inc.

Capitalized terms, unless otherwise defined, have the meaning specified within the Definitions section below. This Terms of Service, along with our Privacy Policy, any mobile license agreement, and other posted guidelines within our Website, collectively "Legal Terms", constitute the entire and only agreement between you and Mimir, Inc, and supersede all other agreements, representations, warranties and understandings with respect to our Website and the subject matter contained herein. We may amend our Legal Terms at any time without specific notice to you. The latest copies of our Legal Terms will be posted on our Website, and you should review all Legal Terms prior to using our Website. After any revisions to our Legal Terms are posted, you agree to be bound to any such changes to them. Therefore, it is important for you to periodically review our Legal Terms to make sure you still agree to them.

By using our Website, you agree to fully comply with and be bound by our Legal Terms. Please review them carefully. If you do not accept our Legal Terms, do not access and use our Website. If you have already accessed our Website and do not accept our Legal Terms, you should immediately discontinue use of our Website.

The last update to our Terms of Service was posted on July 8, 2016.

Definitions


The terms "us" or "we" or "our" refers to Mimir, Inc, the owner of the Website.

A "Visitor" is someone who merely browses our Website, but has not registered as Member.

A "Member" is an individual that has registered with us to use our Service.

Our "Service" represents the collective functionality and features as offered through our Website to our Members.

A "User" is a collective identifier that refers to either a Visitor or a Member.

All text, information, graphics, audio, video, and data offered through our Website are collectively known as our "Content".

Legal Compliance


You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Website. Mimir, Inc reserves the right to investigate complaints or reported violations of our Legal Terms and to take any action we deem appropriate, including but not limited to canceling your Member account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information, as allowed under our Privacy Policy.

Intellectual Property


Our Website may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos. Your use of our Website does not constitute any right or license for you to use such service marks/trademarks, without the prior written permission of the corresponding service mark/trademark owner. Our Website is also protected under international copyright laws. The copying, redistribution, use or publication by you of any portion of our Website is strictly prohibited. Your use of our Website does not grant you ownership rights of any kind in our Website.

Links to Other Websites


Our Website may contain links to third party websites. These links are provided solely as a convenience to you. By linking to these websites, we do not create or have an affiliation with, or sponsor such third party websites. The inclusion of links within our Website does not constitute any endorsement, guarantee, warranty, or recommendation of such third party websites. Mimir, Inc has no control over the legal documents and privacy practices of third party websites; as such, you access any such third party websites at your own risk.

General Terms


Our Legal Terms shall be treated as though it were executed and performed in Indiana, USA, and shall be governed by and construed in accordance with the laws of Indiana, USA, without regard to conflict of law principles. In addition, you agree to submit to the personal jurisdiction and venue of such courts. Any cause of action by you with respect to our Website, must be instituted within one (1) year after the cause of action arose or be forever waived and barred. Should any part of our Legal Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any Content in our Website conflicts or is inconsistent with our Legal Terms, our Legal Terms shall take precedence. Our failure to enforce any provision of our Legal Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. The rights of Mimir, Inc under our Legal Terms shall survive the termination of our Legal Terms.

Schools or districts that purchase Mimir agree to our Standard Terms and Conditions as follows:


Mimir Standard Terms and Conditions

This document outlines the standard contractual terms and conditions (“Terms”) that apply to the provision of any products or services by Mimir, Inc. (“Mimir”) to the entity identified on the SLA (“Customer”). These terms are incorporated into the SLA and together, the SLA and these Terms are the “Agreement.” An “SLA” means any order for the provision of products or services signed by Customer. By signing this agreement, Customer agrees to be bound by the Mimir terms of service (the “Terms of Service”) as updated from time to time by Mimir. Services. Subject to the terms of this Agreement, Mimir will provide the Service specified on the SLA. “Service” means the proprietary software as a service provided by Mimir and made available through the Mimir website and other related services provided by Mimir as further described in the SLA. “User” means an individual who is authorized by the Customer to use the Service and Customer has paid for such use.

Restrictions

Customer shall not (and shall not permit Users to): (a) sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the Service to any person, firm, or entity except as expressly authorized herein, or access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; (b) modify, adapt, alter or create derivative works from the Service or to merge the Service or any subpart thereof (including proprietary markings) with other services or software, or remove or modify any proprietary markings or restrictive legends in the Service, except as provided in this Agreement; (c) use the Service to: (i) store, transmit or create libelous, obscene, deceptive, defamatory, racist, sexual, hateful, unlawful, tortious materials or otherwise objectionable (except as necessary for Customer’s instructional purposes, but in all cases in compliance with applicable law and regulation), or (ii) harm or impersonate any person or violate the rights of any third-party rights; (d) interfere with or disrupt the integrity or performance of the Service; (e) attempt to gain unauthorized access to the Service or its related systems or networks; or (f) introduce viruses, Trojan horses, worms, spyware, or other such malicious code into the Service; (g) post answers or solutions to any Mimir activities, quizzes, tests, exercises, or any Content anywhere on the internet.

Customer Responsibilities

Customer: (a) is solely responsible for and all activities arising from its Users, and (b) must keep its passwords secure and confidential, and notify Mimir promptly of any known or suspected unauthorized access to the Service. Customer will comply with the Mimir Terms of Service and any other instructions given by Mimir with respect to the Service.

Mimir Responsibilities

Mimir shall provide access to the Mimir website, services and support to the best of its abilities or as defined in an SLA.

Representations and Warranties

Mimir warrants that the functionality or features of the Service and Support may change but will not materially degrade during the Term. As Customer's exclusive remedy and Mimir’s sole liability for breach of the warranty set forth in this Section Mimir shall correct the non-conforming Service at no additional charge to Customer.

Compliance

Each party will comply with all applicable laws and regulations (including all applicable export control laws and restrictions) with respect to its activities under this Agreement. Mimir will implement reasonable, administrative, technical, and physical safeguards in an effort to secure its facilities and systems from unauthorized access and to secure the Customer Content.

Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS REPRESENTATIONS AND WARRANTIES, Mimir DISCLAIMS ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Mimir DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR BE ERROR-FREE. EACH PARTY AND ITS SUPPLIERS SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OF DATA, RECORDS OR INFORMATION, AND ANY FAILURE OF DELIVERY OF THE SERVICE), EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. EACH PARTY’S CUMULATIVE MAXIMUM LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE PRECEDING 12 MONTHS UNDER THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT Mimir IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES MADE AVAILABLE THROUGH THE SERVICE.

Confidentiality

Each party acknowledges that the other party may disclose its Confidential Information to the other in the performance of this Agreement. Accordingly, each party shall: (a) keep the Confidential Information disclosed by the other party confidential, (b) use Confidential Information only for purposes of fulfilling its obligations hereunder, and (c) disclose such Confidential Information only to the receiving party’s employees who have a need to know and only for the purposes of fulfilling this Agreement. As used herein, “Confidential Information” means information in the possession or under the control of a party of a proprietary nature relating to the technical, marketing, product and/or business affairs or proprietary and trade secret information of that party in oral, graphic, written, electronic or machine readable form. Confidential Information shall not include information that: (a) the receiving party possesses prior to acquiring it from the other, (b) becomes available to the public or trade through no violation by the receiving party of this paragraph, (c) is given to the receiving party by a third party not under a confidentiality obligation to the disclosing party, (d) is developed by the receiving party independently of and without reliance on confidential or proprietary information provided by the disclosing party, or (e) the receiving party is advised by counsel is required to be disclosed by law.

Proprietary Rights

As between Customer and Mimir, the Mimir Intellectual Property is, and shall at all times remain, the sole and exclusive property of Mimir. Customer shall have no right to use, copy, distribute or create derivative works of the Mimir Intellectual Property except as expressly provided herein. Mimir shall have the right, in its sole discretion, to modify the Mimir Intellectual Property. “Mimir Intellectual Property” means the Service, and all improvements, changes, enhancements and components thereof, and all other proprietary materials of Mimir and/or its licensors that are delivered, provided or used by Mimir in the course of performing the Services, as well as all other intellectual property owned by Mimir and all copyrights, patents, trademarks and trade names, trade secrets, specifications, methodologies, documentation, algorithms, criteria, designs, report formats and know-how.


© Mimir 2017