These Website Terms of Service (“Website Terms of Service”) are entered into between Millworks Analytics, Inc. (“Millworks”) and any entity or person who agrees to them as set forth below (“You”). The Website Terms of Service explain the terms by which you may access and use Millworks website and any other Millworks services that incorporate these Website Terms of Service by reference (together, the “Website”).

By accessing or using the Website, or by clicking a button or checking a box marked “I Agree”, you signify that you have read, understood, and agree to be bound by these Website Terms of Service, and have read and understood our Privacy Policy, Acceptable Use Policy, if applicable, the Subscription Agreement, and any other policies posted on our Website. Millworks reserves the right to modify these terms and will provide notice of these changes as described below.

Intellectual Property

The Website and all of the content that is contained therein or transferred thereby, including but not limited to text, content, photographs, video, audio and graphics, goods, designs, information, applications, software, articles, directories, guides, photographs as well as the trademarks, service marks, trade names, trade dress, copyrights, logos, domain names, subdomains, code, patents and/or any other form of intellectual property (together, the “Millworks Content”), is the exclusive property of Millworks and its licensors. Except as explicitly provided herein, nothing in these Website Terms of Service shall be deemed to create a right or license in or under any patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction (together, the “Intellectual Property Rights”), and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Millworks Content. Use of the Millworks Content for any purpose not expressly permitted by these Website Terms of Service is strictly prohibited.

Limited Rights

Subject to the terms and conditions of these Website Terms of Service, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable right to access and use the Website as permitted by the features of the Website. Millworks reserves all rights not expressly granted herein in the Website and the Millworks Content (as defined above). Millworks may terminate this grant of rights at any time for any reason or no reason.

Restrictions on Use

While using the Website, you will comply with all applicable laws, rules and regulations. Your use of the Website is conditioned on your compliance with the restrictions listed below. Any failure to comply may result in termination of your access to the Website, at Millworks’ sole discretion. In using the Website, you agree that you will not, and will not allow or authorize any third party to:

• Input, distribute, upload, post, email, transmit or otherwise make available any content through the Website that:

  • is illegal, fraudulent, deceptive, invasive of another’s privacy, tortious or unauthorized by these Website Terms of Service;

  • is promotional in nature, without the prior written consent of Millworks, or constitutes spam, pyramid schemes or the like;

  • is offensive, vulgar, harassing, threatening, discriminatory, racist, hateful or otherwise harmful, against any individual or group;

  • infringes any Intellectual Property Rights of Millworks or any third party;

  • contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or telecommunications equipment;

  • constitutes the personally identifiable information of any third party that you do not have adequate rights to input, distribute, upload, post, email, transmit or otherwise make available via the Website; or

  • you do not have the right to under any law or contractual or fiduciary relationship.

• Except as expressly permitted by Millworks in writing, copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works from, transmit, transfer, upload, edit, post, frame, link or in any way exploit any part of the Website.

• Recirculate, redistribute or publish the content included in the Website without Millworks ’s prior written consent. If Millworks makes any third party platform’s sharing functionality available via the Website, You may use the “share” functionality solely to inform others about a Millworks blog post, and you will abide by all terms and conditions applicable to the third party platform on which the blog post is shared.

• Use any of the trademarks, trade names, service marks, copyrights or logos of Millworks in any manner that creates the impression such items belong to or are associated with you or are used with Millworks ’s consent.

• Either obtain or attempt to obtain through any means any materials or information on the Website that have not been intentionally made publicly available either by public display on the Website or through accessibility by a visible link on the Website.

• Interfere with or attempt to interfere with or otherwise disrupt the proper working of the Website, any activities conducted on or through the Website or any servers or networks connected to the Website.

• Violate the security of the Website or attempt to gain unauthorized access to the Website, data, materials, information, computer systems or networks connected to any server associated with the Website, through hacking or any other means.

• Either take or attempt any action that, in the sole discretion of Millworks , imposes or may impose an unreasonable burden on the Website or the infrastructure of the Website, or otherwise abuse the Website.

• Use any software, device or any other process to “scrape” or download data from the Site.

Communications.

Millworks may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Millworks in Millworks ’s sole discretion. Millworks reserves the right to determine the form and means of providing notifications to you, provided that you may be able to opt out of certain means of notification as described in Millworks ’s Privacy Policy. Millworks is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. By using the Website, you consent to receiving electronic communications from Millworks. These electronic communications may include notices about applicable fees and charges related to the Website and transactional or other information concerning or related to the Website. These electronic communications are part of your relationship with Millworks and you receive them as part of your use of the Website. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Modifications

You accept Millworks ’s right to change the content or technical specifications of any aspect of the Website at any time at Millworks ’s sole discretion. Millworks will notify you of any material change to or discontinuation of the Website by email or via Millworks ’s website.

Submitted Suggestions

You acknowledge and agree that Millworks has no obligation of confidentiality or nondisclosure, express or implied by considering your suggestion, feedback or idea. You hereby grant Millworks a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, create derivative works of, and otherwise commercially exploit any suggestion, feedback or ideas you submit to Millworks .

Your Authority to Agree to these Website Terms of Service

Your represent, warrant and covenant that (i) you have read, understand and agree to these Website Terms of Service, (ii) are of legal age to form a binding contract with Millworks and (iii) if you are using the Website as an employee, contractor or agent of a company, then you have the authority to bind the company to the acceptance of these Website Terms of Service. Any use of or access to the Website by anyone under 13 is strictly prohibited and in violation of these Website Terms of Service. The Website is not available to any users previously removed from the Website by Millworks.

Export Control Regulations

Millworks does not represent that materials in the Website are appropriate or available for use in any particular location. Those who choose to access the Website do so on their own initiative and are responsible for compliance with all applicable laws. By using the Website, you represent, warrant and covenant that you are not (a) located in or a national or resident of any country that is subject to U.S. trade sanctions or (b) on any U.S. government denied-party list or acting on behalf of any person or entity on any such list.

No Professional Advice

If the Website provides professional information (for example, medical, legal, or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Website. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

Third-Party Links and Integrations

The Website may contain links to or integrations with third-party sites, information, materials, products, or services that are not owned or controlled by Millworks. Millworks does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Website, you do so at your own risk, and you understand that these Website Terms of Service and Millworks ’s Privacy Policy do not apply to your use of such sites. You expressly relieve Millworks from any and all liability arising from your use of any third-party website, service, or content, including without limitation any data submitted by other users of the Website.

Disclaimer and Limitation of Liability

MILLWORKS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS WITH RESPECT OT USE OF THE WEBSITE INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF THE WEBSITE IS AT YOUR OWN RISK. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN: (i) THE WEBSITE IS PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND BY MILLWORKS; (ii) WITHOUT LIMITATION, MILLWORKS DOES NOT MAKE ANY WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, UPTIME, OR UNINTERRUPTABILITY, OF THE WEBSITE; AND (iii) MILLWORKS IS NOT RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE WEBSITE OR FOR CONCLUSIONS DRAWN FROM SUCH USE. MILLWORKS HAS NO RESPONSIBILITY FOR LOSS OF DATA OR USE OF THE WEBSITE FOR ANY REASON DUE TO THE ACTS OR OMISSIONS OF ITS THIRD-PARTY HOSTING OR OTHER PROVIDERS.

TO THE EXTENT PERMITTED BY LAW, NEITHER MILLWORKS, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME, PROFIT OR LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES ARISING OUT OF YOUR ACCESS TO OR USE OF THE WEBSITE, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE. THE FOREGOING SHALL APPLY EVEN IF MILLWORKS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU BECOME DISSATISFIED IN ANY WAY WITH THE WEBSITE OR THESE WEBSITE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP YOUR USE OF THE WEBSITE. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST MILLWORKS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND LICENSORS ARISING OUT OF YOUR USE OF THE WEBSITE. IF ANY PORTION OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF MILLWORKS SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE FEES YOU PAID TO MILLWORKS DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.

TO THE EXTENT MILLWORKS ’S LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGE CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, NOTHING IN THESE WEBSITE TERMS OF SERVICE EXCLUDES OR LIMITS MILLWORKS ’S LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY MILLWORKS ’S NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LOSS OR DAMAGE IN RESPECT OF WHICH SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED BY LAW.

Indemnification

You agree to defend, indemnify and hold harmless Millworks and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website, including any data or content transmitted or received by you; (ii) your violation of any term of these Website Terms of Service, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) data or any other content that is submitted via your use of this Website, including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Website with your unique username, password or other appropriate security code.

Changes to the Website; Termination

We may, without prior notice, change the Website; stop providing certain features of the Website, to you or to users generally; or create usage limits for the Website. We may terminate or suspend your access to the Website without notice and liability for any reason, including if in our sole determination you violate any provision of these Website Terms of Service, or for no reason. Without limiting other available remedies included in these Website Terms of Service or otherwise, Millworks may terminate or suspend your access to the Website if you are in non-compliance with these Website Terms of Service.

Assignment

These Website Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Millworks without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Legal Notices

All legal notices given by you to Millworks must be submitted to Support@millworksanalytics.com. Millworks may give notice to you at either the e-mail or postal address you provide to Millworks, or any other way that Millworks deems appropriate. Notice will be deemed received and properly served immediately when posted on the Website or 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

Dispute Resolution

You agree that any claim or controversy arising out of or relating to these Website Terms of Service will be governed by the laws of the State of Washington, and that venue for any action arising from or related to these Website Terms of Service and/or the use of this Website will be solely in any court of competent jurisdiction in Seattle, King County, Washington, USA. If either party employs attorneys to enforce any rights in connection with any such dispute or lawsuit the prevailing party will be entitled to recover reasonable attorneys' fees.

Third party rights

Other than as expressly stated in these Website Terms of Service, a person who is not a party to these Website Terms of Service may not enforce any of its terms.

Miscellaneous (Severability, Entire Agreement, and Amendment)

If any of the terms and conditions hereunder is found invalid or unenforceable, such term or condition will be enforced to the maximum extent permissible, and all other terms and conditions will remain in full force and effect. The failure of Millworks to exercise or enforce any right or terms and conditions hereunder shall not constitute a waiver thereof. Those terms and conditions that by their nature are intended to survive termination of these Website Terms of Service shall so survive.

These Website Terms of Service and any other terms and conditions of service on the Site, and its successor, constitute the entire agreement between you and Millworks, and supersede all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof.

Millworks may, in its sole discretion, modify or update these Website Terms of Service from time to time, and so you should review this page periodically. When we change the Website Terms of Service in a material manner, we will update the “Version Date” at the top of this page and notify you that material changes have been made to the Website Terms of Service. Your continued use of the Service after any such change constitutes your acceptance of the new Website Terms of Service. If you do not agree to any of these terms or any future Website Terms of Service, do not use or access (or continue to access) the Website. Except as otherwise provided in this paragraph, these Website Terms of Service may not be amended, nor any obligation waived, without Millworks ’s express written authorization.

Reporting Violations

You agree to report any violation of these Website Terms of Service by others that you become aware of by contacting us at: Support@millworksanalytics.com.