Mothernode, LLC TERMS OF USE

Revised: July 21, 2021

These Terms of Service are a contract between you and Mothernode, LLC (“Mothernode”), a company with its principle place of business at 8445 Freeport Parkway, Suite 100. Irving, TX USA (“Mothernode”). Mothernode owns and operates www.mothernode.com (“Site”) and the SaaS ERP and CRM applications, services, and storage services therein (collectively the “Software”). Mothernode makes its products and services available to the end-user, either individuals or companies (collectively known as the “Customer”). By using the Mothernode Site and any services accessible from the Mothernode Site, you are agreeing to be bound by the following terms and conditions (“Terms of Service”).

If you do not agree to these Terms of Service or any part thereof, your only remedy is to not use the Mothernode Site or the Service. VIOLATION OF ANY OF THE TERMS BELOW WILL RESULT IN THE TERMINATION OF YOUR RIGHT TO USE THE MOTHERNODE SITE, AND ANY ACCOUNT THAT YOU MAY HAVE CREATED AS PART OF THE SERVICE. YOU AGREE TO USE THE MOTHERNODE SITE AT YOUR OWN RISK.

 

Your Account.

In order to open an “Account” on the Mothernode Site, you must (i) agree to these Terms of Service, (ii) provide a valid email address, and (iii) provide any other information required by Mothernode during the registration process. You will update this information to maintain its accuracy during the term of this Service. You are responsible for maintaining the security of your account and password. Mothernode cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You are also responsible for all content that you may post on the Mothernode Site (“Content”) and activity that occurs under your Account (even when Content is posted by others who have accounts under your Account). Personally identifiable information submitted by you shall be subject to Mothernode’s Privacy Policy.

ACCEPTANCE OF TERMS

By accessing or using this Site in any way, including using any Services, downloading Materials, or merely browsing the Site (capitalized terms defined below), you agree to and are bound by the terms and conditions set forth in this document and in any changes thereto that Mothernode may publish from time to time (collectively, the “Terms of Use”). If you do not agree to all of the terms and conditions contained in the Terms of Use, you will not be able to access or use this Site.

Mothernode may change the Terms of Use and other guidelines and rules posted on the Site from time to time at its sole discretion. Your continued access or use of the Site, or any Materials or Services, constitutes your acceptance of the changes. Your access and use of the Site, Materials, and Services will be subject to the most current version of the Terms of Use, rules, and guidelines posted on the Site at the time of such use. Please regularly check the “Terms of Use” link to view the then-current terms. If you breach any of the Terms of Use, your authorization to access or use this Site, Services, and Materials automatically terminates, and any Materials downloaded or printed from the Site in violation of the Terms of Use must be immediately destroyed.

 

THE SITE

Mothernode makes this website and all other websites of Mothernode with links to the Terms of Use (collectively, the “Site”), the Software, and the Materials and Services available for your access and uses subject to the Terms of Use. “Materials” means all information, data, documents (e.g. white papers, press releases, datasheets, FAQs, etc.), communications, downloads, files, text, images, photographs, graphics, videos, webcasts, publications, content, tools, resources, software, code, programs and products made available or enabled via the Site by Mothernode or users of this Site. “Services” means all services and resources offered or enabled via the Site by Mothernode and users of this Site, including download areas, developer tools services, product, and other information services and communications services such as bulletin boards, calendars, chat areas, communities, e-mail, forums (including lab and user to user forums), newsgroups, personal web pages, photo albums, and other message or communication facilities designed to enable you to communicate with others (collectively, “Communications Venues”). All Materials provided by Mothernode are referred to collectively as “Mothernode Materials”. All user-supplied Materials are referred to collectively as “User Materials”. Certain Services may involve collaboration and file-sharing services among a specified group. Materials posted by users in such group in conjunction with such collaboration and file-sharing Services are referred to collectively as “Shared Content”. The group of persons among which such collaboration and file-sharing involving Shared Content take place is referred to herein as the “Work Group”. All User Materials that are not Shared Content shall be referred to herein as “User Content”. Mothernode Materials and User Materials may have different restrictions and conditions associated with them under the Terms of Use and other guidelines and rules posted via the Site.

Mothernode utilizes, relies upon and trusts an unrelated third party to provide hosting for this Site as well as reliable data protection services such as, but not limited to, backups, data redundancy, hardware and software upgrades, and server patching, and general maintenance. MOTHERNODE IS NOT RESPONSIBLE FOR ANY LOSS OF DATA OR BUSINESS OR ANY DAMAGES INCURRED BY CUSTOMERS, THEIR CUSTOMERS OR VENDORS BECAUSE OF FAULTY SERVICE BY THE HOSTING COMPANY OR INTERRUPTIONS OF SERVICE.

 

INTELLECTUAL PROPERTY; TRADEMARK INFORMATION

The Materials and Services, as well as their selection and arrangement, are protected by copyrights, trademarks, patents, trade secrets, and all other intellectual property and proprietary rights (collectively, “Intellectual Property Rights”), and any unauthorized use of the Materials or Services may violate such laws and the Terms of Use. Except as expressly provided herein, Mothernode does not grant any express or implied rights to use the Materials and Services. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Site, Materials or Services, any portions of the Site, Materials or Services or the selection and arrangement of the Site, Materials or Services, except as expressly authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site, Services, or Materials.

The trademarks, logos, and service marks (“Marks”) displayed on this Site are the property of Mothernode or other third parties. You are not permitted to use the Marks without the prior written consent of Mothernode or such third-party that may own the Marks. Mothernode and the Mothernode logo are trademarks of Mothernode, LLC. Mothernode is not responsible for any trademark violations caused by any of its Customers.

For a current list of Mothernode’s Marks, as well as certain third-party Marks, please write to Mothernode, LLC. c/o Trademarks and Patents 1155 Wall Street W., Suite 102, Grapevine, TX 76051.

 

USE OF SITE AND SERVICES

You shall pay all costs and charges, including phone charges and telecommunications equipment costs, that you incur in order to access or use the Site, Services, and Materials. You must adhere to all limitations on dissemination, usage, and reproduction of any Materials that you download from the Site that are subject to such limitations.

In connection with the use of the Site and Software, each Customer agrees:

1. to maintain its user accounts;
2. to keep secure its own company information and all information provided to the Customer by Mothernode, including but not limited to inventory pricing, trade secrets, product specifications, and customer information;
3. to immediately delete or suspend access to the Site and Software once an employee leaves employment of the Customer;
4. that it will not give access to the Customer’s capabilities and general sections of the Site to any other person or entity, other than the employees of the Customer;
5. that it will not use the Site to publish or post any information that would defame Mothernode;
6. that it will maintain minimum system requirements to use the Site and Software, including an internet connection;
7. that technical knowledge and proprietary information included in the Site and Software are the property of Mothernode./li>

You agree to use the Services only to access, download, utilize, post, send or receive Materials in an appropriate manner as related to the particular Materials or Services being accessed or used by you. As some examples of improper activities when accessing or using the Site, Services, or Materials, you agree that you shall not:

• Collect, harvest, mine, or engage in any other activity to obtain e-mail addresses, phone numbers, personal information, or any other information about others.
• Use or attempt to gain access to or use another’s account, password, Service, Materials or computer systems or networks connected to any Mothernode server or to the Site without authorization from Mothernode, whether through hacking, password mining, or any other means.
• Remove or falsely add to any uploaded Materials any copyright, trademark, or other legal or proprietary rights notices, author attributions, or other information such as origin or source of the Material.
• Access or attempt to access any Material that you are not authorized to access or Materials through any means not intentionally made available through the Site or Services.
• Make available any files containing Materials where you do not own or control, or have not received the necessary licenses to, all Intellectual Property Rights, rights of privacy and publicity, and all other rights in and to such Materials.
• Use any Materials in any manner that infringes any Intellectual Property Rights or other rights of any party.
• Disrupt or interfere with the security of, or otherwise cause harm to, the Site, or any Services, Materials, systems resources, accounts, passwords, servers, or networks connected to or accessible through the Site or any affiliated or linked sites.
• Transmit unsolicited or bulk communications to any customer or vendor or affiliated e-mail address.
• Post or otherwise submit any software, programs, or files that are harmful or disruptive of another’s equipment, software, or other property, including any corrupted files, time bombs, Trojan horses, viruses, and worms.
• Create a false identity for the purpose of misleading others.
• Download any Materials posted by another that you know, or reasonably should know, cannot be legally reproduced, distributed, performed, or displayed in such manner.
• Disrupt, interfere or inhibit any other user from using and enjoying the Site or other affiliated or linked sites, Materials or Services.
• Breach any guidelines or other codes of conduct applicable to a particular Service or Materials.
• Access or use the Site in any manner that could damage, disable, overburden or impair any Mothernode server or the network(s) connected to any Mothernode server.
• Violate any applicable laws or regulations related to the access to or use of the Site, or engage in any activity prohibited by the Terms of Use.
• Post or otherwise submit any topic, name, material, or information that is child pornography, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, profane, racist, unlawful, or otherwise objectionable.
• Prepare, compile, use, download, or otherwise copy any Site user directory or other user or usage information or any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such directory or information to any third party.
• Engage in any chain letters, contests, junk e-mail, pyramid schemes, spamming, surveys, or any other duplicative or unsolicited messages (commercial or otherwise).
• Violate the rights of Mothernode or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another.
• Use any Mothernode domain name as a pseudonymous return e-mail address.
• Market any goods or services for any business purpose (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Mothernode.

When using Services or Materials, you will be subject to any posted guidelines, rules, or licenses applicable to such Services or Materials, in addition to the Terms of Use. Materials and Services provided by third parties (collectively, the “Third-Party Services”) are governed by separate agreements accompanying such Materials and Services.

Mothernode may be required to access the Materials and Services for the purpose of providing support to its customers and their customers and vendors or for any purpose required or permitted by the Service Agreement. Mothernode may at any time without notice and in its sole discretion: (a) terminate a Service, access to or use of any Materials or an area of the Site where Materials are posted or submitted; and (b) disclose any information related to your use of a Service or Material, or the substance of any of your posted or submitted Materials, as Mothernode deems necessary to comply with applicable law, regulation, legal process or governmental request. You agree to use extra care when disclosing any personally identifiable information about yourself or your children in any Services or when you post or otherwise submit any Materials.

If you are required to establish an account in connection with a particular Service or Material, you must complete the designated registration process for such Service or Material. All required registration information that you provide must be current, complete and accurate, and kept up to date on a prompt, timely basis. If required, you must also choose a user name and password for such account. It is your sole responsibility to keep your account number, user name, password, and other sensitive information confidential. If you become aware of any unauthorized use of your account or any other breach of security, you shall notify Mothernode immediately. If any Services or Materials provide password-restricted access to your sensitive information (including customer lists and contractual terms), then by accessing or using this Site and setting up a password-restricted account for such Services or Materials, you consent to Mothernode’s display of such information via such Services or Materials and accept all risks of unauthorized access to such information.

 

USE OF SOFTWARE

Materials encompassing any software code, including programs, tools, utilities, files, and otherwise, and accompanying documentation that are made accessible via the Site (collectively, “Software”) are the copyrighted and patented work of Mothernode or its suppliers or partners. Use of such Software is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Site page(s) accompanying the Software and by any applicable license agreement contained in the Mothernode Service Agreement between Mothernode and its customers. Some license terms are available for review online and are incorporated herein by this reference. However, other terms and licenses may only be posted with the Software downloads or at the Site page where the Software can be accessed. You will not be able to use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Absent a license agreement that accompanies the Software, use of the Software will be governed by the Terms of Use. You agree that you will not decompile, reverse engineer or otherwise attempt to discover the source code of the Software. The Software is made available solely in accordance with the license agreement. Without limiting the foregoing, unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or reproduction of the Software to any other server or location for further reproduction, redistribution, or use on a service bureau basis. Any unauthorized use, copying or distribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

Any Software that is downloaded from or made available via the Site for or on behalf of the United States of America, its agencies, and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.

Mothernode may, from time to time, take screen captures of its Site for training and promotional purposes, including the preparation of marketing materials, that may display certain elements of your information. Use of the Mothernode Materials or User Content for any other purpose is expressly prohibited and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

The rights specified above to view, download, and print the Mothernode Materials and User Content available on this Site are not applicable to the design, layout, or look and feel of this Site. Such elements of the Site are protected by law, including trade dress, trademark, unfair competition, and other laws, and may not be copied or imitated in whole or in part. No Mark, graphic, sound, or image from the Site may be copied or retransmitted unless expressly permitted by Mothernode. In addition, various sections of the Site may showcase the work of creative professionals. Such Materials (whether Mothernode Materials or User Content) belong to their creators, may be protected by Intellectual Property Rights, and are for display purposes only. Accordingly, you may not download or print these works unless there is a notice associated with the work expressly permitting such uses.

 

PAYMENT TERMS

Mothernode offers multiple products and services with different payment terms. Mothernode ERP and any other products and services may be subject to a Service Agreement that adheres to separate payment terms. All self-registering services available on the Site, such as but not limited to Mothernode CRM are subject to the following payment terms.

A valid credit card is required for paying all month-to-month accounts. Trial accounts that provide limited-time access to the Service are required to provide a credit card number. Mothernode will not charge your credit card during your trial period. The Mothernode Site is billed in advance on a monthly basis in accordance with our pricing schedule and all payments are non-refundable. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

You will be billed for your first month immediately upon signing up for a paying account. After signing up for a paying account and you don’t cancel that account within 15 days, you will be billed monthly starting on the 15th day after your account was initially created. An upgrade from the free account to any paying account will end your free trial. You will be billed for your first month immediately upon upgrading. For any upgrade or downgrade in plan level, the credit card that you provided will automatically be charged monthly the new rate.

Mothernode may offer special promotions, coupons, and pricing discounts from time to time and is not required to apply these discounts and special pricing to existing accounts by crediting previous payments or discounting future subscriptions.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. You agree to pay for any such taxes that might be applicable to your use of the Service and payments made by you herein.

DOWNGRADING YOUR MOTHERNODE ACCOUNT MAY CAUSE THE LOSS OF CONTENT, FEATURES, OR CAPACITY OF YOUR ACCOUNT. MOTHERNODE DOES NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.

 

RESTRICTION AND TERMINATION OF USE

Mothernode may block, restrict, disable, suspend or terminate a Customer’s access to all or part of the Site, Services, and Materials at any time in Mothernode’s sole discretion, without prior notice or liability to the Customer if the Customer is in breach of or has failed to renew its Service Agreement with Mothernode (if applicable). Mothernode and its Customers may block, restrict, disable, suspend or terminate a customer or third-party access to all or part of the Site, Services, and Materials at any time in the sole discretion of Mothernode or its Customers, without prior notice or liability to the third-party.

 

LINKS TO THIRD PARTY SITES

The Site, Services, or Materials may include links that will take you to other sites outside of the Site (“Linked Sites”). The Linked Sites are provided by Mothernode to you as a convenience and the inclusion of the links do not imply any endorsement by Mothernode of any Linked Site. Mothernode has no control of the Linked Sites and you therefore acknowledge and agree that Mothernode is not responsible for the contents of any Linked Site, any link contained in a Linked Site, or any changes or updates to a Linked Site. You further acknowledge and agree that Mothernode is not responsible for any form of transmission (e.g. webcasting) received from any Linked Site.

 

WARRANTIES AND DISCLAIMERS

THE SITE, SERVICES, AND MATERIALS ARE PROVIDED BY MOTHERNODE UNDER THESE TERMS OF USE “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, MOTHERNODE MAKES NO WARRANTY THAT (i) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS; (ii) THE SITE, SERVICES OR MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF THE SITE OR ANY SERVICES OR MATERIALS PURCHASED OR ACCESSIBLE BY YOU WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED.

THIS SITE, SERVICES, AND MATERIALS MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. MOTHERNODE MAY MAKE CHANGES TO THE SITE, MATERIALS, AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SOFTWARE OR PRODUCTS LISTED, AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE. THE SITE, MATERIALS, AND SERVICES MAY BE OUT OF DATE, AND MOTHERNODE MAKES NO COMMITMENT TO UPDATE THE SITE, MATERIALS, AND SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT: (i) MOTHERNODE DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES, INCLUDING THIRD-PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES; (ii) MOTHERNODE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES; (iii) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (iv) MOTHERNODE SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES.

MOTHERNODE DOES NOT CONTROL OR ENDORSE THE MATERIALS FOUND IN ANY SERVICES AND SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THE SITE, SERVICES, AND ANY ACTIONS RESULTING FROM YOUR USE OF THE SITE AND MATERIALS AND PARTICIPATION IN ANY SERVICES. MANAGERS, HOSTS, PARTICIPANTS, AND OTHER THIRD PARTIES ARE NOT AUTHORIZED MOTHERNODE SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF MOTHERNODE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOTHERNODE WILL HAVE NO LIABILITY RELATED TO USER MATERIALS ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. MOTHERNODE ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION, OR UNAVAILABILITY OF ANY USER MATERIALS.

THE USE OF THE SITE, SERVICES OR THE DOWNLOADING OR OTHER USE OF ANY MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. MOTHERNODE ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE OR IN CONNECTION WITH ANY SERVICES OR MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOTHERNODE OR VIA THE SITE, SERVICES OR MATERIALS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. MOTHERNODE WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT WITH RESPECT TO THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.

 

LIMITATION OF LIABILITY

IN NO EVENT SHALL MOTHERNODE, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF MOTHERNODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (1) THE ACCESS OR USE OF OR THE INABILITY TO ACCESS OR USE THE SITE, SERVICES, OR MATERIALS; (2) THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR VIA THE SITE, SERVICES OR MATERIALS; (3) ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES; (4) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, USER MATERIALS OR OTHER DATA; (5) ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; (6) ANY FAILURE TO STORE OR LOSS OF DATA, FILES, MATERIALS OR OTHER CONTENT; (7) ANY SERVICES AVAILABLE THAT ARE DELAYED OR INTERRUPTED; (8) ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE; OR (9) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY LINKED SITE. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES. SPECIFICALLY, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, MOTHERNODE IS NOT RESPONSIBLE FOR ANY CLAIM, LOSS, DAMAGE, COST, OR EXPENSE RESULTING FROM:

1. INACCURATE OR MISLEADING INFORMATION ENTERED BY THE CUSTOMER, PRICING, CONTACTS, VENDORS, ORDERS, QUOTES, INVOICES, PURCHASE ORDERS OR ANY OTHER INFORMATION THAT IS INACCURATE OR INCORRECT THAT MAY CAUSE LOSS OF REVENUE, PROFITS OR DAMAGES TO THE REPUTATION OF CUSTOMER, VENDOR OR OTHER THIRD-PARTIES;
2. INTERRUPTIONS OF WEB HOSTING SERVICES FOR ANY REASON WHATEVER;
3. INTERRUPTIONS OF INTERNET SERVICES PROVIDED BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO INTERNET SERVICE PROVIDERS, LOCAL NETWORK PROBLEMS AND TELEPHONE SERVICE OUTAGES;
4. PENALTIES, DAMAGES, GENERAL LIABILITIES STIPULATED IN CONTRACTS, CONSEQUENTIAL DAMAGES ASSESSED AGAINST CUSTOMERS, VENDORS OR THIRD-PARTIES;
5. PENALTIES OR LATE CHARGES DUE TO INCORRECT ORDERS;
6. DISPUTES BETWEEN CUSTOMERS, THEIR CUSTOMERS, THEIR VENDORS, AND OTHER THIRD-PARTIES.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

 

INTERNATIONAL USERS

This Site can be accessed from countries around the world and may contain references to Mothernode products, services, and programs that are not available in your country. These references do not imply that Mothernode intends to announce such products, services, or programs in your country. The Site is controlled, operated, and administered by Mothernode from its offices within the United States of America and Canada. Mothernode makes no representation that the Site, the Services or Materials are appropriate or available for use at other locations outside the United States and Canada, and access to the Site from territories where the Site, the Services, or Materials are illegal is prohibited. If you access the Site from a location outside the United States or Canada, you are responsible for compliance with all local laws. See the section on export control laws below for further information.

 

PERSONAL INFORMATION AND PRIVACY

Mothernode will use and protect your data, such as your name and address, in accordance with the Mothernode Privacy Policy, the contents of which are incorporated by reference into the Terms of Use. Please be aware that your browser must be enabled to accept cookies in order for you to use certain Materials and Services.

 

SPAM E-MAIL AND POSTINGS

In the event of your or others’ access to or use of the Site, Services, or Materials in connection with the transmission of spam newsgroup postings or unsolicited e-mail in violation of these Terms of Use, you acknowledge and agree that Mothernode would be irreparably harmed thereunder and that monetary damages would be an insufficient and ineffective remedy; therefore you agree that Mothernode is entitled to obtain immediate injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). Mothernode may without restriction block, filter, or delete unsolicited e-mail.

 

EXPORT CONTROL LAWS; NOTICE TO U.S. GOVERNMENT USERS

The export and re-export of Mothernode Software are controlled by the United States Export Administration Regulations, and such Software may not be exported or re-exported to Cuba, Iran, Libya, North Korea, Sudan, Syria, or any country to which the United States embargoes goods. In addition, the Software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

By downloading or using this Software, you are certifying that you are not a national of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any country to which the United States embargoes goods and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

All Mothernode Software, products, and publications are commercial in nature. The Software and documentation available on this Site are “Commercial Items,” as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users (A) only as Commercial Items and (B) with only those rights as are granted to all other users pursuant to the Terms of Use and the applicable license agreement.

 

INDEMNITY

YOU AGREE TO INDEMNIFY AND HOLD MOTHERNODE AND ITS OFFICERS, DIRECTORS, AGENTS, SERVANTS AND EMPLOYEES HARMLESS FROM ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, SUIT, AND JUDGMENT, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF: (A) YOUR USER MATERIALS AND ANY OTHER CONTENT (E.G. COMPUTER VIRUSES) THAT YOU MAY SUBMIT, POST TO OR TRANSMIT THROUGH THE SITE (INCLUDING A THIRD PARTY’S USE OF SUCH USER MATERIALS OR CONTENT (E.G. RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF YOUR USER MATERIALS)); (B) YOUR ACCESS TO OR USE OF THE SITE, SERVICES OR MATERIALS (INCLUDING ANY USE BY YOUR EMPLOYEES, CONTRACTORS OR AGENTS AND ALL USES OF YOUR ACCOUNT NUMBERS, USER NAMES AND PASSWORDS, WHETHER OR NOT ACTUALLY OR EXPRESSLY AUTHORIZED BY YOU, IN CONNECTION WITH THE SITE OR ANY SERVICES OR MATERIALS); (C) YOUR CONNECTION TO THE SITE, SERVICES OR MATERIALS; (D) YOUR VIOLATION OF THE TERMS OF USE; (E) THE ACTIONS OF ANY MEMBER OF YOUR WORK GROUP; (F) YOUR INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS WHEN USING ANY OF THE SOFTWARE MADE AVAILABLE ON THE SITE, SERVICES OR IN ANY MATERIALS; (G) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY; (H) YOUR ACCESS TO OR USE OF LINKED SITES AND YOUR CONNECTIONS THERETO; OR (I) ANY DEALINGS BETWEEN YOU AND ANY THIRD PARTIES ADVERTISING OR PROMOTING VIA THE SITE, SERVICES OR MATERIALS.

IT IS EXPRESSLY PROVIDED THAT YOUR OBLIGATIONS TO DEFEND, PROTECT, INDEMNIFY AND HOLD MOTHERNODE HARMLESS INCLUDES ALL SUCH CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS AND JUDGMENTS ARISING OUT OF OR RESULTING FROM THE SOLE OR CONCURRENT NEGLIGENCE OF MOTHERNODE OF ANY TYPE OR DEGREE, WHETHER ORDINARY, GROSS OR OTHERWISE, STRICT LIABILITY, OR FAULT OF ANY NATURE OTHER THAN WILLFUL MISCONDUCT OF MOTHERNODE.

 

GOVERNING LAW AND JURISDICTION

THIS SITE (EXCLUDING LINKED SITES) IS CONTROLLED BY MOTHERNODE FROM ITS OFFICES WITHIN THE STATE OF TEXAS, UNITED STATES OF AMERICA. BY ACCESSING THIS SITE, YOU AGREE THAT ALL MATTERS RELATING TO YOUR ACCESS TO, OR USE OF, THIS SITE SHALL BE GOVERNED BY THE STATUTES AND LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. THE PARTIES SPECIFICALLY DISCLAIM THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. YOU ALSO AGREE AND HEREBY SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE STATE COURTS OF DALLAS COUNTY, TEXAS AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION, WITH RESPECT TO SUCH MATTERS.

 

GENERAL

The Terms of Use and other rules, guidelines, licenses, and disclaimers posted via the Site or in connection with the Materials and Services constitute the entire agreement between Mothernode and you with respect to your access to or use of the Site, Materials, and Services superseding any prior agreements between you and Mothernode on such subject matter (including any prior versions of the Terms of Use). Notwithstanding the foregoing, to the extent that any terms set forth in the Terms of Use expressly contradict any terms of a written agreement between you and Mothernode regarding the use of specific Services or Materials (including Service-specific terms of use and Software-specific licenses) (“Executed Agreement”), such contradictory terms set forth in the Executed Agreement shall govern. You may also be subject to additional terms and conditions that may apply when you use other Mothernode services, third-party content, or third-party software. You may not assign or otherwise transfer the Terms of Use nor any right granted hereunder without Mothernode’s prior written consent. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by Mothernode to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision. The section titles used in the Terms of Use are purely for convenience and carry with them no legal or contractual effect.