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MindForge LLC (“MindForge,” “we,” “us,” or “our”), offers content, courses, products, and services (Software as a Service “SaaS”) located on the MindForge Platform which is located on the MindForge website and on the MindForge mobile applications. The terms and conditions listed below govern use of the SaaS provided on the MindForge Platform by MindForge (the “Agreement”).
By using the SaaS in any manner, including, but not limited to, creating an account on the MindForge website or by visiting, accessing, browsing, using, or continuing to browse and use the SaaS, you agree to be bound by these Terms, including those additional terms and conditions incorporated by reference herein or made available by hyperlink herein or on the SaaS. If you are entering into these Terms on behalf of a company, organization, or another legal entity (“Entity” or “Entities”), you are agreeing to the Terms of Use for that Entity and are representing to MindForge that you have the authority to bind such Entity to these Terms (in which case, the terms “user,” “authorized user,” “Entity” and “you” shall also refer to that individual or Entity). You may use the SaaS only in compliance with these Terms and only if you have the power to form a contract with MindForge.
In order to use the SaaS, you must: (a) be age 18 or older; (b) have the power to enter into a binding contract with MindForge and not be barred from doing so under any applicable laws; and (c) be a resident of the United States. You represent and warrant that you are at least 18 years old, are able to enter into a binding contract with MindForge (and are not barred from doing so under any applicable laws), and are a resident of the United States.
MindForge may, in its sole discretion, refuse to offer access to or use of the SaaS to any person if MindForge learns that you are under the age of 18. In addition, MindForge makes no representations or warranties that the SaaS are appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the MindForge website or the SaaS provided on the MindForge Platform, you do so on your own initiative and at your own risk and are responsible for complying with all local laws, rules, and regulations. You understand that MindForge may monitor your usage of the SaaS to verify your compliance with these Terms of Use.
Use of the SaaS requires compatible software, computers, devices or other equipment, and Internet access. It is your responsibility to obtain and pay for the software, hardware, equipment, and Internet service needed to use the SaaS. It is also your responsibility to ensure that the software, hardware, and Internet service are compatible with the SaaS. The recommended system requirements are attached as Appendix B.
Read and follow all operating instructions and safety warnings provided with any virtual reality equipment you are using in connection with the SaaS. Virtual reality content produces an immersive virtual reality experience, and users may have reactions to that experience, including motion sickness, nausea, eye strain, disorientation, vertigo, seizures, general discomfort, headaches, anxiety, or other physical, mental, or health-related injuries. These reactions may be triggered when viewing virtual reality content for a brief or sustained period of time. Immediately stop viewing the virtual reality content if you experience any of these symptoms. Do not drive or operate machinery until you have recovered from any symptoms you experienced. See a doctor before viewing virtual reality content if you have a history of experiencing these symptoms or if you are prone to seizures. Anyone viewing virtual reality content should take frequent breaks while doing so. Do not use the SaaS if you are sick, under the influence of alcohol or drugs, or hungover. Do not use the SaaS while in a moving vehicle such as a car, bus, or train. When viewing virtual reality content, take special care to be aware of your surroundings to ensure you do not injure yourself or other people around you while you are viewing or immediately after viewing any virtual reality content.
MY USE OF THE SaaS IS VOLUNTARY AND I USE THE SaaS KNOWING THAT CERTAIN RISKS OF HARM ARE OR MAY BE INHERENT THEREIN AND THAT THE SaaS MAY BE HAZARDOUS TO ME AND MY PROPERTY. THE INHERENT RISKS, DANGERS, AND HAZARDS, MAY INCLUDE, BUT ARE NOT LIMITED TO, BODILY OR PSYCHOLOGICAL INJURY, PAIN, SUFFERING, TEMPORARY OR PERMANENT DISABILITY, EXPOSURE TO COMMUNICABLE DISEASES, PROPERTY DAMAGE, ECONOMIC OR EMOTIONAL LOSS, AND DEATH. I ACKNOWLEDGE THAT THERE MAY BE OTHER RISKS ASSOCIATED WITH THE SaaS OF WHICH I MAY NOT BE PRESENTLY AWARE. I VOLUNTARILY ASSUME FULL RESPONSIBILITY FOR ANY RISKS OF LOSS, PROPERTY DAMAGE OR BODILY INJURY, INCLUDING DEATH, THAT MAY BE SUSTAINED BY ME, OR ANY LOSS OR DAMAGE TO PROPERTY OWNED BY ME, AS A RESULT OF USING THE SaaS.
I HEREBY, FOR MYSELF, AND ON BEHALF OF MY EXECUTORS, ADMINISTRATORS, ASSIGNS, OR PERSONAL REPRESENTATIVES, RELEASE, WAIVE, DISCHARGE AND COVENANT NOT TO SUE MINDFORGE, ITS OWNER INTERNATIONAL RISK MANAGEMENT INSTITUTE, INC. (“IRMI” OR “OWNER”), OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, AND AGENTS (HEREINAFTER COLLECTIVELY THE “MINDFORGE PARTIES”) FROM ANY AND ALL LIABILITY, LOSSES, CLAIMS, DEMANDS, ACTION AND CAUSES OF ACTION WHATSOEVER ARISING OUT OF OR RELATED TO ANY LOSS, DAMAGE, OR INJURY, INCLUDING DEATH, THAT MAY BE SUSTAINED BY ME, OR TO ANY PROPERTY BELONGING TO ME, WHETHER CAUSED BY THE NEGLIGENCE OF THE MINDFORGE PARTIES, OR OTHERWISE, ARISING FROM MY USE OF THE SaaS.
When you access the SaaS, register for an account, or send emails and other communications from your desktop or mobile device to MindForge, you are communicating with MindForge electronically, and you consent to receive communications from MindForge electronically. MindForge will communicate with you in a variety of ways, such as by email, in-app push notices, or by posting notices and messages on the SaaS. You agree that all agreements, notices, disclosures, and other communications that MindForge provides to you electronically satisfy any legal requirement that such communications be in writing.
By consenting to receive communications from MindForge electronically, you understand that MindForge may send you email communications and solicitations regarding MindForge, IRMI, and the SaaS, including, but not limited to, the following: (a) emails on topics that may be of interest to you; (b) notices about your use of the SaaS, including any notices regarding violations of these Terms; (c) invoices; (d) updates about the SaaS; and (e) promotional information and materials about MindForge, IRMI and the SaaS. MindForge gives you the opportunity to opt out of receiving promotional emails and email newsletters from MindForge by clicking the “unsubscribe” link in the body of the email, or you may opt out of receiving such communications by following the methods listed in our Privacy Policy. However, you shall not be afforded the opportunity to opt out of receiving the following communications via email or by any other electronic method of communication noted in these Terms: (i) legal notices; (ii) notices regarding changes to the Terms of Use, Privacy Policy, or changes to the SaaS; (iii) notices regarding violations of our Terms of Use; (iv) notices concerning fees you may owe for the SaaS; or (v) invoices for fees for the SaaS.
Please note that MindForge may also choose to send you any of the notices, communications, and solicitations discussed in this section by U.S. mail.
Your privacy rights are set forth in our Privacy Policy, which is incorporated into these Terms of Use. Please carefully review the Privacy Policy to learn about what information MindForge may collect from you, how MindForge uses that information, with whom MindForge shares that information, and your choices about the collection and use of your information.
The SaaS are owned and operated by MindForge and are the property of MindForge. In some instances, the SaaS may offer content and materials (collectively “Content” or “MindForge Content”) owned by other Content Providers. For purposes of this Agreement, “Content” or “MindForge Content” is defined as texts, databases, charts, HTML or other code, software, graphics, logos, button icons, images, audio clips, video clips, digital downloads, mobile applications, themes, objects, characters, character names, catch phrases, artwork, animations, mannerisms, sounds, musical compositions and recordings, audio-visual effects, storylines, character likenesses, directories, text, articles, checklists or forms, data compilations, and any other information accessible to you on the SaaS, but does not include “User Content” (as that term is defined in Section 6 below) or the “Employer Content” (as that term is defined in Section 7 below). The term “Content Provider” is defined as a person or organization that has provided copyrighted Content that is included in the SaaS.
All software, hardware, and intellectual property rights associated with the SaaS are owned by MindForge.
All Content is the property of MindForge, or, where applicable, its Content Providers. No intellectual property rights are conferred to you by this Agreement. MindForge retains all rights to publish or distribute the MindForge Content to any individual, whether or not associated with the SaaS.
All Content included in, made available through, or displayed on the SaaS is copyrighted by MindForge, or, where applicable, the identified Content Provider. All MindForge rights are reserved, and are protected by United States and international copyright laws. The MindForge Content is for display only, and may not be copied, published, displayed, reprinted, stored, modified, reverse engineered, translated, hosted, used to create derivative works, or otherwise distributed by written, electronic, or any other means, without prior written permission of MindForge or of the identified Content Provider.
In addition, “MindForge”, “MindForge LLC”, “mindforge.studio”, “mindforgestud.io”, “mindforge.co”, “mindforge.live”, “International Risk Management Institute, Inc.”, “International Risk Management Institute”, “IRMI”, “Construction LifeSaver”, and “CLS” are trademarks and registered trademarks of either MindForge or International Risk Management Institute, Inc. (collectively, the “MindForge and IRMI Trademarks”). The trademarks of Content Providers are the property of their respective owners. You are prohibited from using the MindForge and IRMI trademarks. You are also prohibited from using the Content Providers’ trademarks.
EXCEPT AS PERMITTED IN THIS AGREEMENT, THE USE OF THE COPYRIGHTS, MINDFORGE AND IRMI TRADEMARKS, THE TRADEMARKS OF CONTENT PROVIDERS, OR THE CONTENT IS STRICTLY PROHIBITED, AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF MINDFORGE, AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
Our SaaS may include interactive features and areas where you may submit, post, upload, publish, email, send, otherwise transmit, or interact with the MindForge Content, including messages that you send or post (collectively, “User Content”). Unless otherwise agreed to, MindForge does not claim any ownership rights in or to your User Content. However, you do not own the MindForge Content or the SaaS in which you post, upload, transmit, or otherwise display User Content. Instead, MindForge, or, where applicable, its Content Providers, retain all ownership and intellectual property rights in and to the MindForge Content and the SaaS. By submitting User Content through the SaaS, you grant MindForge a worldwide, nonexclusive, transferable, royalty-free, and sublicensable right to use, copy, display, store, adapt, publicly perform, and distribute such User Content in connection with the MindForge Content and the SaaS as used in the organizational portal. This right ends when you delete your User Content or your account unless your User Content has been shared with others in the organizational portal, and they have not deleted it. You irrevocably consent to any and all acts or omissions by MindForge or persons authorized by MindForge that may infringe upon any privacy or publicity right (or analogous right) in your User Content.
You are solely responsible for the User Content you make available through the SaaS, and you represent and warrant that: (a) you either are the sole rights owner of all User Content that you provide, or you have obtained all rights, licenses, permissions, consents, and releases that are necessary to grant to MindForge the rights specified in this section; (b) the provision of your User Content, and our subsequent use of such User Content, will not infringe, misappropriate, or violate any third party’s patent, copyright, trademark, trade secret, privacy rights, publicity rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations; and (c) your User Content does not violate our Terms of Use.
MindForge does not endorse or guarantee the opinions, views, advice, or recommendations posted or sent by users. MindForge has no responsibility or liability for User Content made available through the SaaS, and MindForge has no obligation to screen, edit, or monitor such content. However, MindForge does reserve the right, and have absolute discretion, to remove, screen, or edit User Content at any time and for any reason.
Our SaaS may include interactive features and areas where an Entity may submit, post, upload, publish, email, send, otherwise transmit, or interact with the MindForge Content, including announcements or other messages (collectively, “Employer Content”). Unless otherwise agreed to, MindForge does not claim any ownership rights in or to the Employer Content. However, if you are an Entity, you do not own the MindForge Content or the SaaS in which your post, upload, transmit, or otherwise display Employer Content. Instead, MindForge, or, where applicable, its Content Providers, retain all ownership and intellectual property rights in and to the MindForge Content and the SaaS. By submitting Employer Content through the SaaS, you, on behalf of your Entity, grant MindForge a worldwide, nonexclusive, transferable, royalty-free, and fully sublicensable right to use, copy, display, store, adapt, publicly perform, and distribute such Employer Content in connection with the MindForge Content and the SaaS as used in the organizational portal. This right ends when an Entity deletes the Employer Content unless the Employer Content has been shared by the Entity with others outside of the organizational portal, and they have not deleted it.
Entities are solely responsible for the Employer Content they make available through the SaaS and the Entity represents and warrants that: (a) the Entity is either the sole and exclusive rights owner of all User Content that the Entity provides, or the Entity has obtained all rights, licenses, permissions, consents, and releases that are necessary to grant to MindForge the rights specified in this section; (b) the provision of the Employer Content, and our subsequent use of such Employer Content, will not infringe, misappropriate, or violate any third party’s patent, copyright, trademark, trade secret, privacy rights, publicity rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations; and (c) the Employer Content does not violate our Terms of Use.
MindForge does not endorse or guarantee the opinions, messages, announcements, views, advice, or recommendations posted or sent by Entities. MindForge has no responsibility or liability for Employer Content made available through the SaaS, and MindForge has no obligation to screen, edit, or monitor such content. However, MindForge does reserve the right, and have absolute discretion, to remove, screen, or edit Employer Content at any time and for any reason.
Subject to your compliance with these Terms of Use and your payment of any applicable fees, MindForge grants you a limited, revocable, nonexclusive, nontransferable, non-sublicensable license to access and use the MindForge Content and the SaaS solely for an authorized user’s own training, informational, noncommercial purposes as provided by this Agreement, but not for commercial exploitation or general distribution. An authorized user is you, your employees, and temporary employees dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation). Only an authorized user is eligible to access and use the SaaS. An authorized user is a person whom you have identified to MindForge for purposes of using the SaaS as an end user. You agree that access and use of the SaaS will be by the identified authorized user only and that the SaaS will not be shared with or used by any other person. You are responsible for all use of the SaaS accessed by your Authorized Users, including associated charges, whether by Authorized Users or others. You will use reasonable commercial efforts to prevent unauthorized use of the SaaS assigned to your Authorized Users and will promptly notify MindForge, in writing, if you suspect that a non-authorized user is accessing for using the SaaS.
You must not sell or broker the SaaS, or any portion of the MindForge Content contained therein, and you must adhere to the Restrictions on Use below.
In addition to other restrictions set forth in these Terms of Use, you agree to the following restrictions:
Your use of the SaaS is monitored for compliance with this Agreement, including the Restrictions on Use. Any failure to comply with this Agreement may result in termination of your access to the SaaS. Moreover, MindForge reserves the right to take legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the SaaS.
To access and use certain features of the SaaS, you may be required to register for an account. By creating an account, you agree to: (a) provide accurate, current, and complete account information; (b) maintain the security of your password, not share your password with any other person, and accept all risks of unauthorized access to your account; and (c) promptly Contact Us to provide notice to MindForge if you discover or otherwise suspect any security breaches related to the SaaS. MindForge is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
As previously noted, if you are under the age of 18, you may not register for the SaaS.
The following terms and conditions apply specifically to any Entity that is subject to these Terms: You agree to require each of your employees to be bound by the terms and conditions of this Agreement and you agree to remain responsible and liable for all acts and omissions of your employees in connection with their use of the SaaS, including any breaches of this Agreement. All references to your access and/or use of the SaaS herein include access and/or use of the SaaS by your employees. You agree that each of your employees is responsible for maintaining the confidentiality of any password that such employee may use to access the SaaS, and you agree not to let any employee transfer a password or email address or lend or otherwise transfer use of or access to the SaaS, to other employees or any third party. If any employee leaves your Entity, or if you wish to disable an employee’s access to the SaaS, you are responsible for any such changes. You are responsible for all interaction with the SaaS that occurs in connection with passwords or email addresses associated with your employees, including any former employees.
MindForge charges a fee for access to the SaaS. When placing an order or making a purchase, you will be required to provide MindForge with information, such as your address and billing information. You represent and warrant that all such information is accurate, and you will ensure that such information is kept current. MindForge has no responsibility or liability for inaccurate information or information that later becomes outdated. By placing an order, you agree to pay all applicable fees and taxes associated with your transaction. You are solely responsible for all sales taxes or other taxes, on SaaS ordered by you or purchases made by you. Failure to pay all such applicable fees and taxes will result in termination of your account and you will be denied access to and use of the SaaS.
Term of Agreement
The Term of this Agreement will commence upon the Execution Date and continue for one (1) year (“First Term”). After expiration of the First Term, the Agreement will automatically renew each year for an additional 1 year term (“Additional Term”) unless terminated in accordance with Section 14.
Purchased Services
Specific purchase services and terms are set forth in the Services Agreement Appendix attached to this Agreement. The Services Agreement Appendix may be updated periodically with the agreement of the parties without impact validity or continuity of this Agreement.
MindForge may offer an individual or Entity access to some or all of the SaaS on a free trial basis for a limited time (“Trial Access” or “Trial Access Period”). The Trial Access Period is provided solely for the purpose of evaluating the SaaS. The SaaS included in any such Trial Access and the duration of the Trial Access Period will be specified by MindForge in the applicable offer for a Trial Access Period. Trial Access is limited to individuals or Entities who have not previously purchased the SaaS, unless otherwise specified by MindForge. An individual’s or Entity’s status as a new user of SaaS will be determined by MindForge, in its sole discretion. If you are provided with a Trial Access, you must register under a trial account and you agree to use the SaaS solely for the purpose of determining whether to purchase SaaS. You further agree that your Trial Access is subject to all other terms and conditions of this Agreement, including, but not limited to, Restrictions on Use and that you will comply with such Terms. At the end of your Trial Access Period, your access to the SaaS will cease unless you pay the applicable fee. MindForge reserves the right to monitor your use of the SaaS. Failure to comply with the Terms of Use will result in immediate termination of your Trial Access and may result in legal action against you.
Termination by You
You may terminate your account at any time by providing written notice to MindForge pursuant to the manner set forth in the provision below. In no event will termination under this provision relieve you of your obligation to pay any fees owed to MindForge that accrued prior to the date you terminated your account.
Termination by MindForge for Cause
MindForge may at any time, under certain circumstances and without prior notice, immediately terminate your account or access to all or specific portions of the SaaS. Cause for such termination shall include: (i) your failure to comply, or, if you are an Entity, the failure of your employees to comply, with any of the terms and provisions of this Agreement, or any other policies or guidelines that are referenced herein and/or posted on the SaaS; (ii) your failure to pay any fees owed by you, or, if you are an Entity, the failure to pay any fees owed on behalf of your employees who are authorized users of the SaaS; (iii) use of the SaaS in a manner that is fraudulent, illegal, or that disrupts others’ use of the SaaS, including, without limitation, if you cause unplanned or unexpected technical problems or security issues; (iv) a request and/or order from law enforcement, a judicial body, or other government agency; (v) where provision of the SaaS is or may become unlawful; or (vi) in response to any request by you to terminate your account. Any such termination shall be made by MindForge, in its sole discretion, and you agree that MindForge shall not be liable to you or to any third party for any damages that may result or arise out of such termination of your account.
Termination by MindForge without Cause
MindForge may also terminate your account or access to all or specific portions of the Content at any time by providing prior notice via email to you to the email address associated with your account if MindForge decides to suspend or discontinue any of the SaaS to which you, or, if you are an Entity, your employees who are authorized users, have access. You agree that MindForge shall not be liable to you or to any third party for any damages that may result or arise out of such termination of your account or the suspension or discontinuation of any of the SaaS.
Consequences of Termination
Upon termination of your account by you or by MindForge, the license granted by MindForge under this Agreement will terminate, and you will lose access to the applicable SaaS.
ALTHOUGH MINDFORGE EMPLOYS A QUALITY CONTROL PROCESS TO ENSURE THAT THE SaaS ARE AS UP-TO-DATE AND ACCURATE AS MINDFORGE CAN MAKE THEM, AND ALTHOUGH MINDFORGE USES COMMERCIALLY REASONABLE EFFORTS TO MONITOR GOVERNMENTAL AND INDUSTRY-SPECIFIC SAFETY LAWS AND REGULATIONS WITHIN A REASONABLE PERIOD OF TIME FROM WHEN SUCH CHANGES TO SUCH LAWS OR REGULATIONS ARE PUBLISHED, MINDFORGE DOES NOT WARRANT THAT THE CONTENT AVAILABLE THROUGH THE SaaS WILL BE ERROR-FREE OR WILL MEET CURRENT GOVERNMENTAL OR INDUSTRY-SPECIFIC SAFETY REGULATIONS, INCLUDING, WITHOUT LIMITATION, FEDERAL AND STATE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION REGULATIONS, OR THAT ALL ERRORS IN THE SaaS CAN OR WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SaaS IS AT YOUR SOLE RISK. THE SaaS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MINDFORGE, ITS OWNER, AND ITS CONTENT PROVIDERS MAKE NO STATEMENTS, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SaaS OR THE CONTENT AVAILABLE ON THE SaaS, OR THE SUITABILITY OF THE SaaS, OR THE CONTENT CONTAINED THEREIN, FOR ANY PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINDFORGE HEREBY DISCLAIMS ANY AND ALL STATEMENTS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MINDFORGE MAKES NO STATEMENTS, REPRESENTATIONS, OR WARRANTIES THAT:
SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH A SITUATION, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS OBTAINED BY YOU FROM MINDFORGE, ITS DIRECTORS, OFFICERS, OR ITS EMPLOYEES, NOR ANY INFORMATION OBTAINED BY YOU THROUGH THE SaaS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE MINDFORGE PARTIES FROM AND AGAINST ALL THIRD-PARTY CLAIMS, DAMAGES, COSTS, LIABILITIES, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES) CAUSED BY, ARISING OUT OF, OR RELATED TO: (A) YOUR PURCHASE OR USE OF, OR INABILITY TO USE, THE SaaS; (B) DEATH, BODILY INJURIES, PROPERTY DAMAGE, MISTAKES, OR VIOLATIONS OF REGULATIONS OR LAWS PROMULGATED BY ANY REGULATORY OR GOVERNMENTAL AGENCY, INCLUDING, WITHOUT LIMITATION, THE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION AND THE ENVIRONMENTAL PROTECTION AGENCY, OR OTHER ERRORS IN THE WORKPLACE THAT OCCUR AFTER YOU HAVE UTILIZED THE SaaS; (C) YOUR VIOLATION OF THESE TERMS OR ANY OTHER APPLICABLE TERMS, POLICIES, WARNINGS, OR INSTRUCTIONS PROVIDED BY MINDFORGE, ANY ENTITY, OR ANY THIRD PARTY IN RELATION TO THE SaaS; OR (D) ANY USER CONTENT OR EMPLOYER CONTENT. HOWEVER, YOUR DEFENSE, INDEMNITY, AND HOLD HARMLESS OBLIGATIONS SET FORTH IN THIS PARAGRAPH SHALL ONLY APPLY TO THE EXTENT OF YOUR NEGLIGENCE OR THE NEGLIGENCE OF THOSE ACTING ON YOUR BEHALF. YOU HAVE NO OBLIGATION TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE MINDFORGE PARTIES FOR THE MINDFORGE PARTIES’ OWN NEGLIGENCE.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER BASED IN EQUITY, CONTRACT, NEGLIGENCE, OTHER TORTIOUS ACTION, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY) SHALL OUR CONTENT PROVIDERS BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS, GOODWILL, DIMINUTION OF VALUE, BUSINESS INTERRUPTION COSTS, OR ANY OTHER INTANGIBLE LOSSES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH YOUR USE OF, OR RELIANCE UPON, THEIR CONTENT (EVEN IF THE CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES).
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER BASED IN EQUITY, CONTRACT, NEGLIGENCE, OTHER TORTIOUS ACTION, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY), SHALL MINDFORGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS, GOODWILL, DIMINUTION OF VALUE, BUSINESS INTERRUPTION COSTS, OR ANY OTHER INTANGIBLE LOSSES (EVEN IF MINDFORGE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF, RELATED TO, CAUSED BY, OR RESULTING IN ANY WAY FROM: (A) THE USE OF THE SaaS; (B) THE INABILITY TO USE THE SaaS; (C) ANY BODILY INJURIES, DEATH, PROPERTY DAMAGE, MISTAKES, OR VIOLATIONS OF REGULATIONS OR LAWS PROMULGATED BY ANY REGULATORY OR GOVERNMENTAL AGENCY, INCLUDING, WITHOUT LIMITATION, THE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION AND THE ENVIRONMENTAL PROTECTION AGENCY, OR OTHER ERRORS IN THE WORKPLACE THAT OCCUR AFTER YOU HAVE UTILIZED THE SaaS; (D) MODIFICATION OF OR REMOVAL OF ANY PORTION OF THE SaaS, OR THE CONTENT OFFERED THEREIN; (E) THESE TERMS OF USE; (F) THE ACCURACY, TIMELINESS, PERFORMANCE, COMPLETENESS, OR SUITABILITY OF ANY CONTENT OR THE SaaS FOR ANY PARTICULAR PURPOSE; (G) DEFECTS IN THE SaaS (INCLUDING THE CONTENT CONTAINED THEREIN); (H) ERRORS, INACCURACIES, OR OMISSIONS IN THE SaaS (INCLUDING THE CONTENT CONTAINED THEREIN); (I) DAMAGE FROM ANY SECURITY BREACH OR ANY OTHER SECURITY INTRUSION, OR ANY VIRUS, BUGS, OTHER MALICIOUS SOFTWARE OR HARMFUL COMPONENTS, TAMPERING, INTERRUPTION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION; (J) TERMINATION OF YOUR ACCOUNT, OR, IF YOU ARE AN ENTITY, TERMINATION OF THE ACCOUNTS OF YOUR EMPLOYEES WHO ARE AUTHORIZED USERS OF THE SaaS; (K) USER CONTENT OR EMPLOYER CONTENT; OR (L) THE USE OF ANY THIRD-PARTY WEBSITE REFERENCED OR LINKED FROM THE SaaS. FURTHERMORE, NEITHER MINDFORGE NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR OWNER SHALL BE LIABLE IN ANY WAY FOR THIRD-PARTY PRODUCTS AND SaaS OFFERED THROUGH THE SaaS. MOREOVER, MINDFORGE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND OWNER SHALL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, DEVICE, HARDWARE, SOFTWARE, OR OTHER PROPERTY ARISING OUT OF, RELATED TO, CAUSED BY, OR RESULTING IN ANY WAY FROM ACCESS TO OR USE OF THE SaaS.
IN NO EVENT SHALL MINDFORGE’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF: (1) $1,000; OR (2) THE TOTAL AMOUNT, IF ANY, OF FEES PAID BY YOU TO ACCESS AND USE THE SaaS DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE BRINGING OF ANY CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, MINDFORGE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
While MindForge will make all reasonable efforts to ensure that the SaaS are available at all times, all online services suffer from occasional disruptions, technical difficulties, outages, or other problems inherent in the use of the Internet. MindForge is not liable for any loss or damages you may incur as a result of such disruptions, technical difficulties, outages, or other problems inherent in the use of the Internet. Moreover, MindForge reserves the right to: (a) change or modify the SaaS, or any portion thereof, at any time and without prior notice to you; (b) interrupt the operation of the SaaS, or any portion thereof, at any time and without prior notice to you, in order to update or make changes to the SaaS, or to perform routine or non-routine maintenance; and (c) suspend or discontinue the SaaS, or any portion thereof, at any time. In the event of such suspension or discontinuation, electronic notice will be provided to you according to the terms and provisions of this Agreement. Any updates to existing features of the SaaS, including software updates, will not incur additional charges. Access to new functions or features to the SaaS may require additional charges as set forth in the Services Appendix.
The SaaS may contain links to third-party websites, services, and resources (collectively “Linked Sites”) that are not owned or controlled by MindForge or its Owner. These Linked Sites are provided solely as a convenience to you and not because MindForge or our Owner endorse or assume any responsibility for any such Linked Sites, including, but not limited to, the information, materials, products, services, data, features, advertisements, or other content on such Linked Sites. If you access the Linked Sites from the SaaS, you do so at your own risk, and you understand that these Terms and MindForge’s Privacy Policy do not apply to the use of such Linked Sites. Upon access to any such Linked Sites, MindForge recommends that you carefully review the specific website’s terms and conditions and conditions of use, including, but not limited to, the Linked Sites’ privacy policy. MindForge expressly disclaims any and all liability arising from your use of the Linked Sites, including any information, materials, products, services, data, features, advertisements, or any other content on such Linked Sites.
In addition to the Terms of Use applicable to the SaaS, the following terms apply to SaaS designed for wireless devices (“Mobile Features”):
The Mobile Features may be subject to additional Terms of Use, and any such terms and conditions will be disclosed when you register for the Mobile Features. Moreover, MindForge may charge a fee for Mobile Features, and these charges will be disclosed prior to completion of registration for the Mobile Features. Your wireless provider may charge for use of Mobile Features, including fees for receipt of text messages or data transmission. In order to receive Mobile Features, your wireless provider may require you to subscribe to additional services, which may require additional fees. These fees are not charged by us, and you should contact your wireless provider before you sign up for Mobile Features to determine what fees, if any, will be charged. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier’s plan or mobile device. Contact your carrier with questions regarding these issues. You agree that the Mobile Features for which you register may send communications to your mobile device regarding the SaaS. Further, MindForge may collect information related to your use of the Mobile Features. Instructions regarding how to opt out of Mobile Features will be disclosed in connection with registering for the Mobile Features, and the ways in which you can opt out of receiving certain communications from MindForge are also detailed in our Privacy Policy.
You must not transfer or copy any Content from the wireless device on which you originally received Content to any other device, including, without limitation, any computer or another wireless device.
To help visitors understand information on this website in a variety of languages, MindForge offers iOS/Google Translate, which automates translation of the app/website. The tool is not perfect. Automated translation may miss context, the full meaning may be lost, or words may be inaccurately translated. As a result, MindForge cannot guarantee the accuracy of the converted text. Anyone relying on information obtained from iOS/Google Translate does so at their own risk. MindForge disclaims and will not accept any liability for damages or losses of any kind caused by the use of the iOS/Google Translate feature. Where there is any question, the original version is always the authoritative version of the app/website.
Some items on the app/site may not be translated, such as images containing text, documents, maps, and web page elements. In addition, some features on the app/site may not work in the translated versions. If you have any questions about information that appears on our app/site, please contact us.
The SaaS are controlled and operated by MindForge from its offices within the United States of America. MindForge makes no representation that the materials in the SaaS are appropriate or available for use outside of the United States. The information provided on the SaaS is not intended for distribution to, or use by, any person or Entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or that would subject MindForge to any registration requirement within such jurisdiction or country. Those who choose to access the SaaS from other locations or other countries do so on their own initiative and at their own risk and are responsible for compliance with local laws in that territory, if and to the extent that local laws are applicable. Moreover, if you access the SaaS from outside of the United States, you acknowledge and agree to the terms of our Privacy Policy and expressly consent to having your information transferred to and processed by MindForge in the United States. MindForge may limit the SaaS’ availability, in whole or in part, to any person, geographic area, or jurisdiction MindForge chooses, at any time and in MindForge’s sole discretion.
You may not access, display, or otherwise use the SaaS except as authorized by United States law. In particular, but without limitation, the SaaS may not be accessed, displayed, or otherwise used: (a) in any U.S. embargoed countries; or (b) by anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the SaaS, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the SaaS for any purposes prohibited by United States law.
Notices to MindForge under these Terms shall be in writing and shall be sent electronically to MindForge via the “Contact Us” form or by certified or registered mail, return receipt requested, or overnight delivery service to:
MindForge LLC
C/O Customer Service
580 N 4th St, Suite 450
Columbus, OH 43215
Toll-Free: (844) 846-0456
Notices from you to MindForge shall be effective when received by MindForge. Notices from MindForge shall be in writing and may be sent by email or first-class mail or by posting notice on the SaaS or by any other method that MindForge reasonably determines will provide appropriate notice. The SaaS may also provide notices of changes to these Terms or other matters by displaying such notices in a prominent place or by providing links to such notices. You may not opt out of receiving such notices. Notices from MindForge to you shall be effective: (a) in the case of notices by email, when sent to the email address associated with your account or sent to any other email address made available to MindForge by you; or (b) in the case of notices by first-class mail, five (5) business days after mailing the notice to the address associated with your account or to any other address made available by you to us; or (c) in the case of posting notice in a prominent place on the SaaS, or notices by other methods deemed reasonable by MindForge, the date specified in such notices.
A printed version of these Terms and of any notices given in electronic form shall be admissible in any action or proceeding arising out of or related to these Terms, the SaaS, or your use of the SaaS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
MindForge reserves the right to change, modify, or revise these Terms. MindForge will date and post the most current version of these Terms on the SaaS. MindForge will revise the “EFFECTIVE DATE” at the top of these Terms, and any changes will be effective upon posting of the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If, in our sole discretion, MindForge deems a revision to these Terms to be material, MindForge will notify you by email, or by posting a prominent notice on the SaaS, or by any other method MindForge reasonably determines will provide appropriate notice. Moreover, additional terms may apply to certain portions of the SaaS (the “Additional Terms”). In those situations, MindForge will notify you of any such Additional Terms in a manner consistent with this Agreement, including by posting such Additional Terms on the applicable SaaS. It is your responsibility to check the SaaS periodically for changes to these Terms. Therefore, MindForge encourages you to check the date of these Terms of Use on a regular basis to see if these Terms have been updated. YOUR CONTINUED ACCESS TO OR USE OF ANY PORTION OF THE SaaS CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY ANY SUCH CHANGES TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, OR ANY SUBSEQUENTLY REVISED VERSION OF THESE TERMS OF USE, OR ANY ADDITIONAL TERMS, YOUR SOLE REMEDY IS TO CLOSE YOUR ACCOUNT AND DISCONTINUE USE OF THE SITE AND THE SaaS.
These Terms, including our Privacy Policy, any other terms and conditions incorporated into these Terms by reference or by hyperlink, together with any invoices for fees, to the extent such fees are applicable, constitute the entire agreement between MindForge and you with respect to visiting, accessing, browsing, using, or continuing to browse and use the SaaS, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and MindForge with respect to such subject matter.
These Terms of Use shall be governed by, construed, and enforced in accordance with the laws of the State of Ohio, United States of America, without regard to its conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
Except as set for herein, any dispute, claim, or controversy arising out of or relating to your use of the SaaS or this Agreement (including any of our policies referred to herein), or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall occur in Franklin County, Ohio, United States of America, unless the parties mutually agree to have the proceedings in another location. The duty to arbitrate extends to any employee, office, or agent of either party. The arbitration will be conducted by a sole arbitrator who is an attorney. The arbitrator will not have authority to award punitive or exemplary damages or any damages excluded by this Agreement. Prior to either party seeking arbitration, the parties agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement.
The parties agree to keep all negotiations, arbitrations, settlement terms, and any awards confidential.
The term “prevailing party” shall be construed liberally. A finding of a prevailing party shall occur in all instances where a party succeeds in either advancing or defending a claim against another party to the Agreement, and shall include those instances where a party’s claims may be both granted in part and denied in part.
A prevailing party as determined above shall be entitled to recover all attorneys’ fees and costs associated with the successful advancement or defense of a claim, or claims.
Disputes, claims, or controversies related to the following are not subject to arbitration and the parties agree to exclusive jurisdiction in state and federal courts in Franklin County, Ohio, United States of America: (1) violation of any MindForge, Content Provider, or third-party intellectual property rights; (2) your failure to comply with the Restrictions on Use; or (3) your failure of payment to MindForge.
No provision of these Terms shall be deemed to confer any third-party rights or benefits. You may not assign or sublicense these Terms of Use, or any license, rights, or benefits granted under these Terms of Use. MindForge may assign or transfer our rights and obligations under these Terms, in whole or in part, to a third party, at any time and without prior notice to you.
If any provision or any portion of any provision of these Terms is found by a court of competent jurisdiction and venue to be unlawful, void, or unenforceable in whole or in part, that provision, or any portion thereof, shall be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions.
A party may only waive its rights under these Terms, by a written document executed by both parties. No delay or omission on the part of either party in exercising any right or remedy under this Agreement will be construed to be a waiver thereof. A waiver of any right or remedy on any one occasion shall not be construed as a bar to or waiver of such right or remedy or any other right or remedy on any future occasion.
The headings or titles of the sections of this Agreement are for convenience of reference only and shall not be used to construe the terms of this Agreement.
If you have questions regarding the SaaS or the meaning or application of these Terms, please use the “Contact Us” form to contact us. You can also contact MindForge at the following address or phone number:
MindForge LLC
C/O Customer Service
580 N 4th St, Suite 450
Columbus, OH 43215
Toll-Free: (844) 846-0456
Please note that electronic communications will not necessarily be secure. Therefore, you should not include credit card information or other sensitive information in any electronic correspondence with MindForge.
Last Updated on February 16, 2024
APPENDIX A: Services Agreement
MindForge Platform
A portal fee is required to create an organization portal on the MindForge Platform. An annual portal fee is required to maintain the organizational portal after the initial year. Portal fees are not refundable. The portal fee will automatically recur unless MindForge is notified in writing of the Entity’s desire to discontinue access to the MindForge Platform. MindForge retains the right to increase the portal fee from year to year. The portal fee covers existing functionality of the SaaS provided on the MindForge Platform as of the execution date of the Services Agreement.
As MindForge adds functionality to the SaaS, that functionality may be billed for separately and/or have additional fees. The Services Agreement may be modified by parties. Such modified Services Agreement will not impact the requirements of this Agreement. The Services Agreement will become effective 30 days after delivery by MindForge.
Upon access to the SaaS provided on the MindForge Platform, MindForge credits may be purchased and loaded into the Entity’s organization profile. These credits will be consumed when the Entity’s administrators assign both internal and MindForge training courses to end-users associated with their organization. Internal training is defined as User Content training materials that the customer owns and loads into the SaaS. Internal training will consume 1 credit per assignment. MindForge training is defined as MindForge Content training materials that the customer does not own and buys in the MindForge marketplace. The Entity will have access to all MindForge Content available in the MindForge marketplace. MindForge training will have variable credit values. MindForge retains the right to adjust the number of credits both internal and MindForge courses will consume.
A MindForge credit is a license for the Entity to allow a single user to access MindForge Content and User Content. After the Entity assigns MindForge training to a single user, the single user will have access to the assigned content and any additional media added to the training. No other user is allowed access to this assigned content. Additional credits are required for each additional user.
If the Entity removes a user from their MindForge Platform organization portal, the user will retain access to the MindForge Content if the user maintains the same MindForge account. If the company assigns User Content to the user, the user will lose access to the User Content when removed from the MindForge Platform organizations portal. If the user rejoins the MindForge Platform organization’s portal at a later date, User Content will need to be reassigned by the Entity. Record of completion for User and MindForge Content will remain on a user’s profile page.
Invoicing
Payment is required within 30 days of being invoiced. Late fees will incur if payment is not received within 30 days. Access to the SaaS provided on the MindForge Platform will cease if payment is not made within 90 days of being invoiced. MindForge will provide 14 days’ notice before access to the SaaS provided on the MindForge Platform is terminated. The Entity may reinstate access to the SaaS provided on the MindForge Platform once the late payment is made to MindForge. These invoicing policies apply to the portal fee, credit fee SOW fee, and any other fee incurred by the Entity related to the SaaS provided on the MindForge Platform.
Hosting of the MindForge Platform
The MindForge Platform will be hosted on MindForge servers in the cloud. End-user mobile and desktop applications may be downloaded and installed on computers and mobile devices. These applications will occasionally require MindForge servers to download training content and data. That data will be stored on mobile devices and computers.
MindForge will maintain the User Content data for one (1) year after access to the MindForge Platform organizational portal is terminated. MindForge will not be liable for data and media stored on the MindForge servers after this one (1) year period. MindForge is not required to but may attempt to reach the Entity prior to the deletion of the User Content on the MindForge servers.
Requirements access
The recommended system requirements are addressed separately as Appendix B.
Privacy
The MindForge Privacy Policy is discussed in Section 4 of the Agreement. Additionally, MindForge will provide an on-line chat communication device; these communications will only be visible inside the organization.
Terms and Conditions
This Services Agreement incorporates all of the terms and conditions set forth in the MindForge Software as a Service (SaaS) Agreement. The acceptance of this Services Agreement also serves as the acceptance of the MindForge Software as a Service (SaaS) Agreement.
MindForge LLC (“MindForge,” “we,” “us,” or “our”), offers content, courses, products, and services (Software as a Service “SaaS”) located on the MindForge Platform which is located on the MindForge website and on the MindForge mobile applications. The terms and conditions listed below govern use of the SaaS provided on the MindForge Platform by MindForge (the “Agreement”).
By using the SaaS in any manner, including, but not limited to, creating an account on the MindForge website or by visiting, accessing, browsing, using, or continuing to browse and use the SaaS, you agree to be bound by these Terms, including those additional terms and conditions incorporated by reference herein or made available by hyperlink herein or on the SaaS. If you are entering into these Terms on behalf of a company, organization, or another legal entity (“Entity” or “Entities”), you are agreeing to the Terms of Use for that Entity and are representing to MindForge that you have the authority to bind such Entity to these Terms (in which case, the terms “user,” “authorized user,” “Entity” and “you” shall also refer to that individual or Entity). You may use the SaaS only in compliance with these Terms and only if you have the power to form a contract with MindForge.
In order to use the SaaS, you must: (a) be age 18 or older; (b) have the power to enter into a binding contract with MindForge and not be barred from doing so under any applicable laws; and (c) be a resident of the United States. You represent and warrant that you are at least 18 years old, are able to enter into a binding contract with MindForge (and are not barred from doing so under any applicable laws), and are a resident of the United States.
MindForge may, in its sole discretion, refuse to offer access to or use of the SaaS to any person if MindForge learns that you are under the age of 18. In addition, MindForge makes no representations or warranties that the SaaS are appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the MindForge website or the SaaS provided on the MindForge Platform, you do so on your own initiative and at your own risk and are responsible for complying with all local laws, rules, and regulations. You understand that MindForge may monitor your usage of the SaaS to verify your compliance with these Terms of Use.
Use of the SaaS requires compatible software, computers, devices or other equipment, and Internet access. It is your responsibility to obtain and pay for the software, hardware, equipment, and Internet service needed to use the SaaS. It is also your responsibility to ensure that the software, hardware, and Internet service are compatible with the SaaS. The recommended system requirements are attached as Appendix B.
Read and follow all operating instructions and safety warnings provided with any virtual reality equipment you are using in connection with the SaaS. Virtual reality content produces an immersive virtual reality experience, and users may have reactions to that experience, including motion sickness, nausea, eye strain, disorientation, vertigo, seizures, general discomfort, headaches, anxiety, or other physical, mental, or health-related injuries. These reactions may be triggered when viewing virtual reality content for a brief or sustained period of time. Immediately stop viewing the virtual reality content if you experience any of these symptoms. Do not drive or operate machinery until you have recovered from any symptoms you experienced. See a doctor before viewing virtual reality content if you have a history of experiencing these symptoms or if you are prone to seizures. Anyone viewing virtual reality content should take frequent breaks while doing so. Do not use the SaaS if you are sick, under the influence of alcohol or drugs, or hungover. Do not use the SaaS while in a moving vehicle such as a car, bus, or train. When viewing virtual reality content, take special care to be aware of your surroundings to ensure you do not injure yourself or other people around you while you are viewing or immediately after viewing any virtual reality content.
MY USE OF THE SaaS IS VOLUNTARY AND I USE THE SaaS KNOWING THAT CERTAIN RISKS OF HARM ARE OR MAY BE INHERENT THEREIN AND THAT THE SaaS MAY BE HAZARDOUS TO ME AND MY PROPERTY. THE INHERENT RISKS, DANGERS, AND HAZARDS, MAY INCLUDE, BUT ARE NOT LIMITED TO, BODILY OR PSYCHOLOGICAL INJURY, PAIN, SUFFERING, TEMPORARY OR PERMANENT DISABILITY, EXPOSURE TO COMMUNICABLE DISEASES, PROPERTY DAMAGE, ECONOMIC OR EMOTIONAL LOSS, AND DEATH. I ACKNOWLEDGE THAT THERE MAY BE OTHER RISKS ASSOCIATED WITH THE SaaS OF WHICH I MAY NOT BE PRESENTLY AWARE. I VOLUNTARILY ASSUME FULL RESPONSIBILITY FOR ANY RISKS OF LOSS, PROPERTY DAMAGE OR BODILY INJURY, INCLUDING DEATH, THAT MAY BE SUSTAINED BY ME, OR ANY LOSS OR DAMAGE TO PROPERTY OWNED BY ME, AS A RESULT OF USING THE SaaS.
I HEREBY, FOR MYSELF, AND ON BEHALF OF MY EXECUTORS, ADMINISTRATORS, ASSIGNS, OR PERSONAL REPRESENTATIVES, RELEASE, WAIVE, DISCHARGE AND COVENANT NOT TO SUE MINDFORGE, ITS OWNER INTERNATIONAL RISK MANAGEMENT INSTITUTE, INC. (“IRMI” OR “OWNER”), OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, AND AGENTS (HEREINAFTER COLLECTIVELY THE “MINDFORGE PARTIES”) FROM ANY AND ALL LIABILITY, LOSSES, CLAIMS, DEMANDS, ACTION AND CAUSES OF ACTION WHATSOEVER ARISING OUT OF OR RELATED TO ANY LOSS, DAMAGE, OR INJURY, INCLUDING DEATH, THAT MAY BE SUSTAINED BY ME, OR TO ANY PROPERTY BELONGING TO ME, WHETHER CAUSED BY THE NEGLIGENCE OF THE MINDFORGE PARTIES, OR OTHERWISE, ARISING FROM MY USE OF THE SaaS.
When you access the SaaS, register for an account, or send emails and other communications from your desktop or mobile device to MindForge, you are communicating with MindForge electronically, and you consent to receive communications from MindForge electronically. MindForge will communicate with you in a variety of ways, such as by email, in-app push notices, or by posting notices and messages on the SaaS. You agree that all agreements, notices, disclosures, and other communications that MindForge provides to you electronically satisfy any legal requirement that such communications be in writing.
By consenting to receive communications from MindForge electronically, you understand that MindForge may send you email communications and solicitations regarding MindForge, IRMI, and the SaaS, including, but not limited to, the following: (a) emails on topics that may be of interest to you; (b) notices about your use of the SaaS, including any notices regarding violations of these Terms; (c) invoices; (d) updates about the SaaS; and (e) promotional information and materials about MindForge, IRMI and the SaaS. MindForge gives you the opportunity to opt out of receiving promotional emails and email newsletters from MindForge by clicking the “unsubscribe” link in the body of the email, or you may opt out of receiving such communications by following the methods listed in our Privacy Policy. However, you shall not be afforded the opportunity to opt out of receiving the following communications via email or by any other electronic method of communication noted in these Terms: (i) legal notices; (ii) notices regarding changes to the Terms of Use, Privacy Policy, or changes to the SaaS; (iii) notices regarding violations of our Terms of Use; (iv) notices concerning fees you may owe for the SaaS; or (v) invoices for fees for the SaaS.
Please note that MindForge may also choose to send you any of the notices, communications, and solicitations discussed in this section by U.S. mail.
Your privacy rights are set forth in our Privacy Policy, which is incorporated into these Terms of Use. Please carefully review the Privacy Policy to learn about what information MindForge may collect from you, how MindForge uses that information, with whom MindForge shares that information, and your choices about the collection and use of your information.
The SaaS are owned and operated by MindForge and are the property of MindForge. In some instances, the SaaS may offer content and materials (collectively “Content” or “MindForge Content”) owned by other Content Providers. For purposes of this Agreement, “Content” or “MindForge Content” is defined as texts, databases, charts, HTML or other code, software, graphics, logos, button icons, images, audio clips, video clips, digital downloads, mobile applications, themes, objects, characters, character names, catch phrases, artwork, animations, mannerisms, sounds, musical compositions and recordings, audio-visual effects, storylines, character likenesses, directories, text, articles, checklists or forms, data compilations, and any other information accessible to you on the SaaS, but does not include “User Content” (as that term is defined in Section 6 below) or the “Employer Content” (as that term is defined in Section 7 below). The term “Content Provider” is defined as a person or organization that has provided copyrighted Content that is included in the SaaS.
All software, hardware, and intellectual property rights associated with the SaaS are owned by MindForge.
All Content is the property of MindForge, or, where applicable, it’s Content Providers. No intellectual property rights are conferred to you by this Agreement. MindForge retains all rights to publish or distribute the MindForge Content to any individual, whether or not associated with the SaaS.
All Content included in, made available through, or displayed on the SaaS is copyrighted by MindForge, or, where applicable, the identified Content Provider. All MindForge rights are reserved, and are protected by United States and international copyright laws. The MindForge Content is for display only, and may not be copied, published, displayed, reprinted, stored, modified, reverse engineered, translated, hosted, used to create derivative works, or otherwise distributed by written, electronic, or any other means, without prior written permission of MindForge or of the identified Content Provider.
In addition, “MindForge”, “MindForge LLC”, “mindforge.studio”, “mindforgestud.io”, “clskraken.com”, “mindforge.co”, “mindforge.live”, “constructionawareness.com”, “constructionlifesaver.live”, “cranesignalervr.com”, “mymindforge.com”, “International Risk Management Institute, Inc.”, “International Risk Management Institute”, “IRMI”, “Construction LifeSaver”, “CLS”, and “SITE-SMART” are trademarks and registered trademarks of either MindForge or International Risk Management Institute, Inc. (collectively, the “MindForge and IRMI Trademarks”). The trademarks of Content Providers are the property of their respective owners. You are prohibited from using the MindForge and IRMI trademarks. You are also prohibited from using the Content Providers’ trademarks.
EXCEPT AS PERMITTED IN THIS AGREEMENT, THE USE OF THE COPYRIGHTS, MINDFORGE AND IRMI TRADEMARKS, THE TRADEMARKS OF CONTENT PROVIDERS, OR THE CONTENT IS STRICTLY PROHIBITED, AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF MINDFORGE, AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
Our SaaS may include interactive features and areas where you may submit, post, upload, publish, email, send, otherwise transmit, or interact with the MindForge Content, including messages that you send or post (collectively, “User Content”). Unless otherwise agreed to, MindForge does not claim any ownership rights in or to your User Content. However, you do not own the MindForge Content or the SaaS in which you post, upload, transmit, or otherwise display User Content. Instead, MindForge, or, where applicable, its Content Providers, retain all ownership and intellectual property rights in and to the MindForge Content and the SaaS. By submitting User Content through the SaaS, you grant MindForge a worldwide, nonexclusive, transferable, royalty-free, and sublicensable right to use, copy, display, store, adapt, publicly perform, and distribute such User Content in connection with the MindForge Content and the SaaS as used in the organizational portal. This right ends when you delete your User Content or your account unless your User Content has been shared with others in the organizational portal, and they have not deleted it. You irrevocably consent to any and all acts or omissions byMindForge or persons authorized by MindForge that may infringe upon any privacy or publicity right (or analogous right) in your User Content.
You are solely responsible for the User Content you make available through the SaaS, and you represent and warrant that: (a) you either are the sole rights owner of all User Content that you provide, or you have obtained all rights, licenses, permissions, consents, and releases that are necessary to grant to MindForge the rights specified in this section; (b) the provision of your User Content, and our subsequent use of such User Content, will not infringe, misappropriate, or violate any third party’s patent, copyright, trademark, trade secret, privacy rights, publicity rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations; and (c) your User Content does not violate our Terms of Use.MindForge does not endorse or guarantee the opinions, views, advice, or recommendations posted or sent by users. MindForge has no responsibility or liability for User Content made available through the SaaS, and MindForge has no obligation to screen, edit, or monitor such content. However, MindForge does reserve the right, and have absolute discretion, to remove, screen, or edit User Content at any time and for any reason.
Our SaaS may include interactive features and areas where anEntity may submit, post, upload, publish, email, send, otherwise transmit, or interact with the MindForge Content, including announcements or other messages(collectively, “Employer Content”). Unless otherwise agreed to, MindForge does not claim any ownership rights in or to theEmployer Content. However, if you are an Entity, you do not own theMindForge Content or the SaaS in which your post, upload, transmit, or other wise display Employer Content. Instead, MindForge, or, where applicable, its Content Providers, retain all ownership and intellectual property rights in and to the MindForge Content and the SaaS. By submitting Employer Content through the SaaS, you, on behalf of your Entity, grant MindForge a worldwide, nonexclusive, transferable, royalty-free, and fully sublicensable right to use, copy, display, store, adapt, publicly perform, and distribute such EmployerContent in connection with the MindForge Content and the SaaS as used in the organizational portal. This right ends when an Entity deletes the EmployerContent unless the Employer Content has been shared by the Entity with others outside of the organizational portal, and they have not deleted it.
Entities are solely responsible for the Employer Content they make available through the SaaS and the Entity represents and warrants that: (a) the Entity is either the sole and exclusive rights owner of all UserContent that the Entity provides, or the Entity has obtained all rights, licenses, permissions, consents, and releases that are necessary to grant toMindForge the rights specified in this section; (b) the provision of theEmployer Content, and our subsequent use of such Employer Content, will not infringe, misappropriate, or violate any third party’s patent, copyright, trademark, trade secret, privacy rights, publicity rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations; and (c) the EmployerContent does not violate our Terms of Use.
MindForge does not endorse or guarantee the opinions, messages, announcements, views, advice, or recommendations posted or sent byEntities. MindForge has no responsibility or liability for Employer Content made available through the SaaS, and MindForge has no obligation to screen, edit, or monitor such content. However, MindForge does reserve the right, and have absolute discretion, to remove, screen, or edit Employer Content at anytime and for any reason.
Subject to your compliance with these Terms of Use and your payment of any applicable fees, MindForge grants you a limited, revocable, nonexclusive, nontransferable, non-sublicensable license to access and use the MindForge Content and the SaaS solely for an authorized user’s own training, informational, noncommercial purposes as provided by this Agreement, but not for commercial exploitation or general distribution. An authorized user is you, your employees, and temporary employees dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation). Only an authorized user is eligible to access and use the SaaS. An authorized user is a person whom you have identified to MindForge for purposes of using the SaaS as an end user. You agree that access and use of the SaaS will be by the identified authorized user only and that the SaaS will not be shared with or used by any other person. You are responsible for all use of the SaaS accessed by your Authorized Users, including associated charges, whether by Authorized Users or others. You will use reasonable commercial efforts to prevent unauthorized use of the SaaS assigned to your Authorized Users and will promptly notify MindForge, in writing, if you suspect that a non-authorized user is accessing for using the SaaS.
You must not sell or broker the SaaS, or any portion of the MindForge Content contained therein, and you must adhere to the Restrictions on Use below.
In addition to other restrictions set forth in these Terms of Use, you agree to the following restrictions:
Your use of the SaaS is monitored for compliance with this Agreement, including the Restrictions on Use. Any failure to comply with this Agreement may result in termination of your access to the SaaS. Moreover, MindForge reserves the right to take legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the SaaS.
To access and use certain features of the SaaS, you may be required to register for an account. By creating an account, you agree to: (a) provide accurate, current, and complete account information; (b) maintain the security of your password, not share your password with any other person, and accept all risks of unauthorized access to your account; and (c) promptly Contact Us to provide notice to MindForge if you discover or otherwise suspect any security breaches related to the SaaS. MindForge is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
As previously noted, if you are under the age of 18, you may not register for the SaaS.
The following terms and conditions apply specifically to any Entity that is subject to these Terms: You agree to require each of your employees to be bound by the terms and conditions of this Agreement and you agree to remain responsible and liable for all acts and omissions of your employees in connection with their use of the SaaS, including any breaches of this Agreement. All references to your access and/or use of the SaaS herein include access and/or use of the SaaS by your employees. You agree that each of your employees is responsible for maintaining the confidentiality of any password that such employee may use to access the SaaS, and you agree not to let any employee transfer a password or email address or lend or otherwise transfer use of or access to the SaaS, to other employees or any third party. If any employee leaves your Entity, or if you wish to disable an employee’s access to the SaaS, you are responsible for any such changes. You are responsible for all interaction with the SaaS that occurs in connection with passwords or email addresses associated with your employees, including any former employees.
MindForge charges a fee for access to the SaaS. When placing an order or making a purchase, you will be required to provide MindForge with information, such as your address and billing information. You represent and warrant that all such information is accurate, and you will ensure that such information is kept current. MindForge has no responsibility or liability for inaccurate information or information that later becomes outdated. By placing an order, you agree to pay all applicable fees and taxes associated with your transaction. You are solely responsible for all sales taxes or other taxes, on SaaS ordered by you or purchases made by you. Failure to pay all such applicable fees and taxes will result in termination of your account and you will be denied access to and use of the SaaS.
Term of Agreement
The Term of this Agreement will commence upon the Execution Date and continue for one (1) year (“First Term”). After expiration of the First Term, the Agreement will automatically renew each year for an additional 1 year term (“Additional Term”) unless terminated in accordance with Section 14.
Purchased Services
Specific purchase services and terms are set forth in the Services Agreement Appendix attached to this Agreement. The Services Agreement Appendix may be updated periodically with the agreement of the parties without impact validity or continuity of this Agreement.
MindForge may offer an individual or Entity access to some or all of the SaaS on a free trial basis for a limited time (“Trial Access” or “Trial Access Period”). The Trial Access Period is provided solely for the purpose of evaluating the SaaS. The SaaS included in any such Trial Access and the duration of the Trial Access Period will be specified by MindForge in the applicable offer for a Trial Access Period. Trial Access is limited to individuals or Entities who have not previously purchased the SaaS, unless otherwise specified by MindForge. An individual’s or Entity’s status as a new user of SaaS will be determined by MindForge, in its sole discretion. If you are provided with a Trial Access, you must register under a trial account and you agree to use the SaaS solely for the purpose of determining whether to purchase SaaS. You further agree that your Trial Access is subject to all other terms and conditions of this Agreement, including, but not limited to, Restrictions on Use and that you will comply with such Terms. At the end of your Trial Access Period, your access to the SaaS will cease unless you pay the applicable fee. MindForge reserves the right to monitor your use of the SaaS. Failure to comply with the Terms of Use will result in immediate termination of your Trial Access and may result in legal action against you.
Termination by You
You may terminate your account at any time by providing written notice to MindForge pursuant to the manner set forth in the provision below. In no event will termination under this provision relieve you of your obligation to pay any fees owed to MindForge that accrued prior to the date you terminated your account.
Termination by MindForge for Cause
MindForge may at any time, under certain circumstances and without prior notice, immediately terminate your account or access to all or specific portions of the SaaS. Cause for such termination shall include: (i)your failure to comply, or, if you are an Entity, the failure of your employees to comply, with any of the terms and provisions of this Agreement, or any other policies or guidelines that are referenced herein and/or posted on the SaaS;(ii) your failure to pay any fees owed by you, or, if you are an Entity, the failure to pay any fees owed on behalf of your employees who are authorized users of the SaaS; (iii) use of the SaaS in a manner that is fraudulent, illegal, or that disrupts others’ use of the SaaS, including, without limitation, if you cause unplanned or unexpected technical problems or security issues; (iv) a request and/or order from law enforcement, a judicial body, or other government agency; (v) where provision of the SaaS is or may become unlawful; or (vi) in response to any request by you to terminate your account.Any such termination shall be made by MindForge, in its sole discretion, and you agree that MindForge shall not be liable to you or to any third party for any damages that may result or arise out of such termination of your account.
Termination by MindForge without Cause
MindForge may also terminate your account or access to all or specific portions of the Content at any time by providing prior notice via email to you to the email address associated with your account if MindForge decides to suspend or discontinue any of the SaaS to which you, or, if you are an Entity, your employees who are authorized users, have access. You agree thatMindForge shall not be liable to you or to any third party for any damages that may result or arise out of such termination of your account or the suspension or discontinuation of any of the SaaS.
Consequences of Termination
Upon termination of your account by you or by MindForge, thelicense granted by MindForge under this Agreement will terminate, and you willlose access to the applicable SaaS. Within five (5)business days of termination, you may request the profile data of the Usersassociated with your account be delivered to you in machine readable form.
ALTHOUGH MINDFORGE EMPLOYS A QUALITY CONTROL PROCESS TO ENSURE THAT THE SaaS ARE AS UP-TO-DATE AND ACCURATE AS MINDFORGE CAN MAKE THEM, AND ALTHOUGH MINDFORGE USES COMMERCIALLY REASONABLE EFFORTS TO MONITOR GOVERNMENTAL AND INDUSTRY-SPECIFIC SAFETY LAWS AND REGULATIONS WITHIN A REASONABLE PERIOD OF TIME FROM WHEN SUCH CHANGES TO SUCH LAWS OR REGULATIONS ARE PUBLISHED, MINDFORGE DOES NOT WARRANT THAT THE CONTENT AVAILABLE THROUGH THE SaaS WILL BE ERROR-FREE OR WILL MEET CURRENT GOVERNMENTAL OR INDUSTRY-SPECIFIC SAFETY REGULATIONS, INCLUDING, WITHOUT LIMITATION, FEDERAL AND STATE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION REGULATIONS, OR THAT ALL ERRORS IN THE SaaS CAN OR WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SaaS IS AT YOUR SOLE RISK. THE SaaS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MINDFORGE, ITS OWNER, AND ITS CONTENT PROVIDERS MAKE NO STATEMENTS, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SaaS OR THE CONTENT AVAILABLE ON THE SaaS, OR THE SUITABILITY OF THE SaaS, OR THE CONTENT CONTAINED THEREIN, FOR ANY PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINDFORGE HEREBY DISCLAIMS ANY AND ALL STATEMENTS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MINDFORGE MAKES NO STATEMENTS, REPRESENTATIONS, OR WARRANTIES THAT:
SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH A SITUATION, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS OBTAINED BY YOU FROM MINDFORGE, ITS DIRECTORS, OFFICERS, OR ITS EMPLOYEES, NOR ANY INFORMATION OBTAINED BY YOU THROUGH THE SaaS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE MINDFORGE PARTIES FROM AND AGAINST ALL THIRD-PARTY CLAIMS, DAMAGES, COSTS, LIABILITIES, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES) CAUSED BY, ARISING OUT OF, OR RELATED TO: (A) YOUR PURCHASE OR USE OF, OR INABILITY TO USE, THE SaaS; (B) DEATH, BODILY INJURIES, PROPERTY DAMAGE, MISTAKES, OR VIOLATIONS OF REGULATIONS OR LAWS PROMULGATED BY ANY REGULATORY OR GOVERNMENTAL AGENCY, INCLUDING, WITHOUT LIMITATION, THE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION AND THE ENVIRONMENTAL PROTECTION AGENCY, OR OTHER ERRORS IN THE WORKPLACE THAT OCCUR AFTER YOU HAVE UTILIZED THE SaaS; (C) YOUR VIOLATION OF THESE TERMS OR ANY OTHER APPLICABLE TERMS, POLICIES, WARNINGS, OR INSTRUCTIONS PROVIDED BY MINDFORGE, ANY ENTITY, OR ANY THIRD PARTY IN RELATION TO THE SaaS; OR (D) ANY USER CONTENT OR EMPLOYER CONTENT. HOWEVER, YOUR DEFENSE, INDEMNITY, AND HOLD HARMLESS OBLIGATIONS SET FORTH IN THIS PARAGRAPH SHALL ONLY APPLY TO THE EXTENT OF YOUR NEGLIGENCE OR THE NEGLIGENCE OF THOSE ACTING ON YOUR BEHALF. YOU HAVE NO OBLIGATION TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE MINDFORGE PARTIES FOR THE MINDFORGE PARTIES’ OWN NEGLIGENCE.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER BASED IN EQUITY, CONTRACT, NEGLIGENCE, OTHER TORTIOUS ACTION, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY) SHALL OUR CONTENT PROVIDERS BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS, GOODWILL, DIMINUTION OF VALUE, BUSINESS INTERRUPTION COSTS, OR ANY OTHER INTANGIBLE LOSSES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH YOUR USE OF, OR RELIANCE UPON, THEIR CONTENT (EVEN IF THE CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES).
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER BASED IN EQUITY, CONTRACT, NEGLIGENCE, OTHER TORTIOUS ACTION, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY), SHALL MINDFORGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS, GOODWILL, DIMINUTION OF VALUE, BUSINESS INTERRUPTION COSTS, OR ANY OTHER INTANGIBLE LOSSES (EVEN IF MINDFORGE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF, RELATED TO, CAUSED BY, OR RESULTING IN ANY WAY FROM: (A) THE USE OF THE SaaS; (B) THE INABILITY TO USE THE SaaS; (C) ANY BODILY INJURIES, DEATH, PROPERTY DAMAGE, MISTAKES, OR VIOLATIONS OF REGULATIONS OR LAWS PROMULGATED BY ANY REGULATORY OR GOVERNMENTAL AGENCY, INCLUDING, WITHOUT LIMITATION, THE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION AND THE ENVIRONMENTAL PROTECTION AGENCY, OR OTHER ERRORS IN THE WORKPLACE THAT OCCUR AFTER YOU HAVE UTILIZED THE SaaS; (D) MODIFICATION OF OR REMOVAL OF ANY PORTION OF THE SaaS, OR THE CONTENT OFFERED THEREIN; (E) THESE TERMS OF USE; (F) THE ACCURACY, TIMELINESS, PERFORMANCE, COMPLETENESS, OR SUITABILITY OF ANY CONTENT OR THE SaaS FOR ANY PARTICULAR PURPOSE; (G) DEFECTS IN THE SaaS (INCLUDING THE CONTENT CONTAINED THEREIN); (H) ERRORS, INACCURACIES, OR OMISSIONS IN THE SaaS (INCLUDING THE CONTENT CONTAINED THEREIN); (I) DAMAGE FROM ANY SECURITY BREACH OR ANY OTHER SECURITY INTRUSION, OR ANY VIRUS, BUGS, OTHER MALICIOUS SOFTWARE OR HARMFUL COMPONENTS, TAMPERING, INTERRUPTION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION; (J) TERMINATION OF YOUR ACCOUNT, OR, IF YOU ARE AN ENTITY, TERMINATION OF THE ACCOUNTS OF YOUR EMPLOYEES WHO ARE AUTHORIZED USERS OF THE SaaS; (K) USER CONTENT OR EMPLOYER CONTENT; OR (L) THE USE OF ANY THIRD-PARTY WEBSITE REFERENCED OR LINKED FROM THE SaaS. FURTHERMORE, NEITHER MINDFORGE NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR OWNER SHALL BE LIABLE IN ANY WAY FOR THIRD-PARTY PRODUCTS AND SaaS OFFERED THROUGH THE SaaS. MOREOVER, MINDFORGE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND OWNER SHALL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, DEVICE, HARDWARE, SOFTWARE, OR OTHER PROPERTY ARISING OUT OF, RELATED TO, CAUSED BY, OR RESULTING IN ANY WAY FROM ACCESS TO OR USE OF THE SaaS.
IN NO EVENT SHALL MINDFORGE’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF: (1) $1,000; OR (2) THE TOTAL AMOUNT, IF ANY, OF FEES PAID BY YOU TO ACCESS AND USE THE SaaS DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE BRINGING OF ANY CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, MINDFORGE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
While MindForge will make all reasonable efforts to ensure that the SaaS are available at all times, all online services suffer from occasional disruptions, technical difficulties, outages, or other problems inherent in the use of the Internet. MindForge is not liable for any loss or damages you may incur as a result of such disruptions, technical difficulties, outages, or other problems inherent in the use of the Internet. Moreover, MindForge reserves the right to: (a) change or modify the SaaS, or any portion thereof, at any time and without prior notice to you; (b) interrupt the operation of the SaaS, or any portion thereof, at any time and without prior notice to you, in order to update or make changes to the SaaS, or to perform routine or non-routine maintenance; and (c) suspend or discontinue the SaaS, or any portion thereof, at any time. In the event of such suspension or discontinuation, electronic notice will be provided to you according to the terms and provisions of this Agreement. Any updates to existing features of the SaaS, including software updates, will not incur additional charges. Access to new functions or features to the SaaS may require additional charges as set forth in the Services Appendix.
The SaaS may contain links to third-party websites, services, and resources (collectively “Linked Sites”) that are not owned or controlled by MindForge or its Owner. These Linked Sites are provided solely as a convenience to you and not because MindForge or our Owner endorse or assume any responsibility for any such Linked Sites, including, but not limited to, the information, materials, products, services, data, features, advertisements, or other content on such Linked Sites. If you access the Linked Sites from the SaaS, you do so at your own risk, and you understand that these Terms and MindForge’s Privacy Policy do not apply to the use of such Linked Sites. Upon access to any such Linked Sites, MindForge recommends that you carefully review the specific website’s terms and conditions and conditions of use, including, but not limited to, the Linked Sites’ privacy policy. MindForge expressly disclaims any and all liability arising from your use of the Linked Sites, including any information, materials, products, services, data, features, advertisements, or any other content on such Linked Sites.
In addition to the Terms of Use applicable to the SaaS, the following terms apply to SaaS designed for wireless devices (“Mobile Features”):
The Mobile Features may be subject to additional Terms of Use, and any such terms and conditions will be disclosed when you register for the Mobile Features. Moreover, MindForge may charge a fee for Mobile Features, and these charges will be disclosed prior to completion of registration for the Mobile Features. Your wireless provider may charge for use of Mobile Features, including fees for receipt of text messages or data transmission. In order to receive Mobile Features, your wireless provider may require you to subscribe to additional services, which may require additional fees. These fees are not charged by us, and you should contact your wireless provider before you sign up for Mobile Features to determine what fees, if any, will be charged. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier’s plan or mobile device. Contact your carrier with questions regarding these issues. You agree that the Mobile Features for which you register may send communications to your mobile device regarding the SaaS. Further, MindForge may collect information related to your use of the Mobile Features. Instructions regarding how to opt out of Mobile Features will be disclosed in connection with registering for the Mobile Features, and the ways in which you can opt out of receiving certain communications from MindForge are also detailed in our Privacy Policy.
You must not transfer or copy any Content from the wireless device on which you originally received Content to any other device, including, without limitation, any computer or another wireless device.
The SaaS are controlled and operated by MindForge from its offices within the United States of America. MindForge makes no representation that the materials in the SaaS are appropriate or available for use outside of the United States. The information provided on the SaaS is not intended for distribution to, or use by, any person or Entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or that would subject MindForge to any registration requirement within such jurisdiction or country. Those who choose to access the SaaS from other locations or other countries do so on their own initiative and at their own risk and are responsible for compliance with local laws in that territory, if and to the extent that local laws are applicable. Moreover, if you access the SaaS from outside of the United States, you acknowledge and agree to the terms of our Privacy Policy and expressly consent to having your information transferred to and processed by MindForge in the United States. MindForge may limit the SaaS’ availability, in whole or in part, to any person, geographic area, or jurisdiction MindForge chooses, at any time and in MindForge’s sole discretion.
You may not access, display, or otherwise use the SaaS except as authorized by United States law. In particular, but without limitation, the SaaS may not be accessed, displayed, or otherwise used: (a) in any U.S. embargoed countries; or (b) by anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the SaaS, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the SaaS for any purposes prohibited by United States law.
Notices to MindForge under these Terms shall be in writing and shall be sent electronically to MindForge via the “Contact Us” form or by certified or registered mail, return receipt requested, or overnight delivery service to:
MindForge LLC
C/O Customer Service
580 N 4th St
Columbus, OH 43215
Toll-Free: (844) 846–0456
Notices from you to MindForge shall be effective when received by MindForge. Notices from MindForge shall be in writing and may be sent by email or first-class mail or by positing notice on the SaaS or by any other method that MindForge reasonably determines will provide appropriate notice. The SaaS may also provide notices of changes to these Terms or other matters by displaying such notices in a prominent place or by providing links to such notices. You may not opt out of receiving such notices. Notices from MindForge to you shall be effective: (a) in the case of notices by email, when sent to the email address associated with your account or sent to any other email address made available to MindForge by you; or (b) in the case of notices by first-class mail, five (5) business days after mailing the notice to the address associated with your account or to any other address made available by you to us; or (c) in the case of posting notice in a prominent place on the SaaS, or notices by other methods deemed reasonable by MindForge, the date specified in such notices.
A printed version of these Terms and of any notices given in electronic form shall be admissible in any action or proceeding arising out of or related to these Terms, the SaaS, or your use of the SaaS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
MindForge reserves the right to change, modify, or revise these Terms. MindForge will date and post the most current version of these Terms on the SaaS. MindForge will revise the “EFFECTIVE DATE” at the top of these Terms, and any changes will be effective upon posting of the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If, in our sole discretion, MindForge deems a revision to these Terms to be material, MindForge will notify you by email, or by posting a prominent notice on the SaaS, or by any other method MindForge reasonably determines will provide appropriate notice. Moreover, additional terms may apply to certain portions of the SaaS (the “Additional Terms”). In those situations, MindForge will notify you of any such Additional Terms in a manner consistent with this Agreement, including by posting such Additional Terms on the applicable SaaS. It is your responsibility to check the SaaS periodically for changes to these Terms. Therefore, MindForge encourage you to check the date of these Terms of Use on a regular basis to see if these Terms have been updated. YOUR CONTINUED ACCESS TO OR USE OF ANY PORTION OF THE SaaS CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY ANY SUCH CHANGES TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, OR ANY SUBSEQUENTLY REVISED VERSION OF THESE TERMS OF USE, OR ANY ADDITIONAL TERMS, YOUR SOLE REMEDY IS TO CLOSE YOUR ACCOUNT AND DISCONTINUE USE OF THE SITE AND THE SaaS.
These Terms, including our Privacy Policy, any other terms and conditions incorporated into these Terms by reference or by hyperlink, together with any invoices for fees, to the extent such fees are applicable, constitute the entire agreement between MindForge and you with respect to visiting, accessing, browsing, using, or continuing to browse and use the SaaS, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and MindForge with respect to such subject matter.
These Terms of Use shall be governed by, construed, and enforced in accordance with the laws of the State of Ohio, United States of America, without regard to its conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
Except as set for herein, any dispute, claim, or controversy arising out of or relating to your use of the SaaS or this Agreement (including any of our policies referred to herein), or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall occur in Franklin County, Ohio, United States of America, unless the parties mutually agree to have the proceedings in another location. The duty to arbitrate extends to any employee, office, or agent of either party. The arbitration will be conducted by a sole arbitrator who is an attorney. The arbitrator will not have authority to award punitive or exemplary damages or any damages excluded by this Agreement. Prior to either party seeking arbitration, the parties agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement.
The parties agree to keep all negotiations, arbitrations, settlement terms, and any awards confidential.
The term “prevailing party” shall be construed liberally. A finding of a prevailing party shall occur in all instances where a party succeeds in either advancing or defending a claim against another party to the Agreement, and shall include those instances where a party’s claims may be both granted in part and denied in part.
A prevailing party as determined above shall be entitled to recover all attorneys’ fees and costs associated with the successful advancement or defense of a claim, or claims.
Disputes, claims, or controversies related to the following are not subject to arbitration and the parties agree to exclusive jurisdiction in state and federal courts in Franklin County, Ohio, United States of America: (1) violation of any MindForge, Content Provider, or third-party intellectual property rights; (2) your failure to comply with the Restrictions on Use; or (3) your failure of payment to MindForge.
No provision of these Terms shall be deemed to confer any third-party rights or benefits. You may not assign or sublicense these Terms of Use, or any license, rights, or benefits granted under these Terms of Use. MindForge may assign or transfer our rights and obligations under these Terms, in whole or in part, to a third party, at any time and without prior notice to you.
If any provision or any portion of any provision of these Terms is found by a court of competent jurisdiction and venue to be unlawful, void, or unenforceable in whole or in part, that provision, or any portion thereof, shall be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions.
A party may only waive its rights under these Terms, by a written document executed by both parties. No delay or omission on the part of either party in exercising any right or remedy under this Agreement will be construed to be a waiver thereof. A waiver of any right or remedy on any one occasion shall not be construed as a bar to or waiver of such right or remedy or any other right or remedy on any future occasion.
The headings or titles of the sections of this Agreement are for convenience of reference only and shall not be used to construe the terms of this Agreement.
If you have questions regarding the SaaS or the meaning or application of these Terms, please use the “Contact Us” form to contact us. You can also contact MindForge at the following address or phone number:
MindForge LLC
C/O Customer Service
580 N 4th St
Columbus, OH 43215
Toll-Free: (844) 846–0456
Please note that electronic communications will not necessarily be secure. Therefore, you should not include credit card information or other sensitive information in any electronic correspondence with MindForge.
EFFECTIVE DATE: March 11, 2020
APPENDIX A
Services Agreement
MindForge Platform
A portal fee of is required to create an organization portal on the MindForge Platform. An annual portal fee is required to maintain the organizational portal after the initial year. Portal fees are not refundable. The portal fee will automatically recur unless MindForge is notified in writing of the Entity’s desire to discontinue access to the MindForge Platform. MindForge retains the right to increase the portal fee from year to year. The portal fee covers existing functionality of the SaaS provided on the MindForge Platform as of the execution date of the Services Agreement.
As MindForge adds functionality to the SaaS, that functionality may be billed for separately and/or have additional fees. The Services Agreement may be modified by parties. Such modified Services Agreement will not impact the requirements of this Agreement. The Services Agreement will become effective 30 days after delivery by MindForge.
Upon access to the SaaS provided on the MindForge Platform, MindForge credits may be purchased and loaded into the Entity’s organization profile. These credits will be consumed when the Entity’s administrators assign both internal and MindForge training courses to end-users associated with their organization. Internal training is defined as User Content training materials that the customer owns and loads into the SaaS. Internal training will consume 1 credit per assignment. MindForge training is defined as MindForge Content training materials that the customer does not own and buys in the MindForge market place. The Entity will have access to all MindForge Content available in the MindForge marketplace. MindForge training will have variable credit values. MindForge retains the right to adjust the number of credits both internal and MindForge courses will consume. MindForge credits will expire 2 years after the purchase date of the credits.
A MindForge credit is a license for the Entity to allow a single user to access MindForge Content and User Content. After the Entity assigns MindForge training to a single user, the single user will have access to the assigned content and any additional media added to the training indefinitely. No other user is allowed access to this assigned content. Additional credits are required for each additional user.
If the Entity removes a user from their MindForge Platform organization portal, the user will retain access to the MindForge Content if the user maintains the same MindForge account. If the company assigns User Content to the user, the user will lose access to the User Content when removed from the MindForge Platform organizations portal. If the user rejoins the MindForge Platform organization’s portal at a later date, User Content will need to be reassigned and repurchased by the Entity. Record of completion for User and MindForge Content will remain on a user’s profile page indefinitely.
Invoicing
Payment is required within 30 days of being invoiced. Late fees will incur if payment is not received within 30 days. Access to the SaaS provided on the MindForge Platform will cease if payment is not made within 90 days of being invoiced. MindForge will provide 14 days’ notice before access to the SaaS provided on the MindForge Platform is terminated. The Entity may reinstate access to the SaaS provided on the MindForge Platform once the late payment is made to MindForge. These invoicing policies apply to the portal fee, credit fee SOW fee, and any other fee incurred by the Entity related to the SaaS provided on the MindForge Platform.
Hosting of the MindForge Platform
The MindForge Platform will be hosted on MindForge servers in the cloud. End-user mobile and desktop applications may be downloaded and installed on computers and mobile devices. These applications will occasionally require MindForge servers to download training content and data. That data will be stored on mobile devices and computers.
Requirements access
The recommended system requirements are attached as Appendix B.
Detailed scope of services
MindForge will supply implementation support, including an Implementation Manager, for ninety (90) days after execution of this Agreement. Implementation support includes two (2) on-site meetings to plan deployment and onboard teams. The Entity may request additional on-site visits for additional fees to be covered in a separate Statement of Work (SOW). An Implementation Manager will hold one (1) call per quarter with the Entity to discuss current issues and future requirements from the Entity. The Entity may request customization or development of MindForge Content for an additional fee that will be outlined in a separate SOW.
MindForge will supply a customer support specialist available weekdays between 8:00 am EST and 5:00 pm EST.
MindForge will maintain the User Content data for one (1) year after access to the MindForge Platform organizational portal is terminated. MindForge will not be liable for data and media stored on the MindForge servers after this one (1) year period. MindForge is not required to but may attempt to reach the Entity prior to the deletion of the User Content on the MindForge servers.
Privacy
The MindForge Privacy Policy is discussed in Section 4 of the Agreement. Additionally, MindForge will provide an on-line chat communication device; these communications will only be visible inside the organization.
Terms and Conditions
This Services Agreement incorporates all of the terms and conditions set forth in the MindForge Software as a Service (SaaS) Agreement. The acceptance of this Services Agreement also serves as the acceptance of the MindForge Software as a Service (SaaS) Agreement.
Web App
Active internet connection faster than 10Mbit
Supported Browsers:
Firefox v64 or newer
Chrome v70 or newer
Win CDS
An internet connection
Minimum:
OS: Windows 10 with .NET Framework 4.7.2
Processor: Intel i3-9100 or greater
Memory: 2GB RAM
Storage: 1GB available space
Graphics: Nvidia GT1030 or AMD RX550 or greater
Windows version of CLS
MF Android
Adroid 5 API Lvl21+ & active internet connection
MF iOS
iOS 11+ & active internet connection
SS iOS Mobile
iOS 11+ & active internet connection
SS iOS Tablet
iOS 11+ & active internet connection
SPT
An internet connection for download and updates-offline capable
Minimum
Requires a 64-bit processor and operating system
OS: Windows 10
Processor: Intel i3-6100 / AMD Ryzen 3 1200, FX4350 or greater
Memory: 8GB RAM
Graphics: NVIDIA GTX1050Ti / AMD Radeon RX470 or greater
DirectX: Version 10
Storage: 5GB available space
Additional Notes: Oculus Rift
Recommended
Requires a 64-bit processor and operating system
OS: Windows 10
Processor: Intel i5-4590 / AMD Ryzen 5 1500X or greater
Memory: 8GB RAM
Graphics: NVIDIA GTX1060 / AMD Radeon RX 480 or greater
DirectX: Version 10
Storage: 5GB available space
Additional Notes: Oculus Rift
CLS Mobile App
An internet connection to update progress regularly, 7-day limited offline support
Minimum
Apple
OS: iOS 10.0+ or newer
Device: iPhone 7 or iPad mini 4 or newer
Memory: 1GB RAM required
Android
OS: Android 7.0+ or newer
Device: Samsung Galaxy S5 or similar devices and newer
Memory: 1GB RAM required