Terms of Use

Last Updated December 8, 2022

These are the Terms of Use (“Terms”) between you and Miller Mendel, Inc. (“MMI,” “us,” “our,” or “we”) that, together with our Privacy Policy, govern your use of millermendel.com and other online channels we own or operate (collectively, the “Site”) as well as all products and services offered by MMI (collectively, the “Services”). Additional, separate terms may apply to certain products or services, such as the eSOPH Terms of Use, and such additional terms will be considered a part of these Terms. If you have any questions about these Terms or the Services, please contact MMI.

These Terms include a class action waiver and an arbitration provision that governs any disputes between you and MMI.

1. Acceptance

You accept these Terms by clicking to accept or agree to the Terms where this option is made available on the Services, in any agreement or electronic form, or by simply using our Services. To use our Services, you must agree to be unconditionally bound by these Terms and you must be of legal age and capacity to form a binding contract to accept these Terms. If you do not agree with any of these Terms, do not access or use the Services.

2. Privacy Policy

You acknowledge that you have read and understand our Privacy Policy. You may review our Privacy Policy at any time by visiting our Site.

3. Contents and Ownership

Unless otherwise expressly indicated, the information contained on the Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing on the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks displayed on the Services, are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed by MMI (collectively, the “Contents”). The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions.

MMI’s registered and unregistered trademarks and trade dress, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of MMI. You may not use any meta tags or any other hidden text utilizing an MMI name, trademark, or product name without MMI’s prior written permission. Third-party trademarks and service marks used on the Services are the property of their respective owners, and we use them with their consent. MMI and the other licensors of the marks on the Services reserve all rights with respect to all Contents and all intellectual property.

4. License Grant

You have a limited, revocable, nontransferable, nonexclusive license to access, view information contained on, and interact with the Services solely for your own personal or internal business use. Except for the express licenses granted herein, MMI does not grant you any right, title, or interest in the Contents. You agree to take such actions as MMI may reasonably request to perfect MMI’s rights to the Contents. Without limiting the generality of the foregoing, you do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of MMI. Only a duly authorized officer of MMI may grant permission or a license to use any of the Contents; any attempted grant or similar promise by anyone other than a duly authorized agent of MMI is invalid. The permissions described herein will terminate automatically if you breach any of these Terms.

5. Feedback

You may provide MMI with certain communications, suggestions, comments, improvements, ideas or other feedback related to the Services (“Feedback”). You hereby grant to MMI all rights, titles and interests in and to any Feedback. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Services any of the Feedback. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.

6. Reports

MMI may, from time to time, deidentify the Personal Data (“Deidentified Information”) that we collect and combine it with data to generate reports and studies. MMI uses these reports and studies for internal purposes only. Any such reports or studies are the sole and exclusive property of MMI. You hereby assign any rights you may have to such reports and studies, and to your Deidentified Information contained therein, to MMI in perpetuity throughout the world for any and all present or future uses in any and all languages and for no compensation. All Deidentified Information will be treated as non-confidential and nonproprietary. MMI shall be under no obligation of any kind with respect to such Deidentified Information and shall be free to reproduce, make derivative works from, use, disclose, and distribute the Reports to others without limitation. Additionally, MMI may use any ideas, concepts, know-how, or techniques contained in generating reports or studies for any purpose whatsoever, including but not limited to developing, manufacturing, or marketing products incorporating such information.

7. Acceptable Use

By using the Services in any manner, you represent and warrant that (a) any information you submit to MMI is truthful and accurate; (b) you will maintain the accuracy of that information; and (c) your use of the Services and its features does not violate any applicable law, rule, or regulation. Any information that you provide to us will also be subject to our Privacy Policy. You may not use the Services for any commercial purpose (except when transacting business with MMI) or for any unlawful or wrongful purpose. You may not use the Services or Contents for any purpose not expressly stated in these Terms, including in any way that might disparage MMI.

You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion of it (including the Contents) or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities via the Services, and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Services.

8. Restrictions

You are strictly prohibited from violating or trying to violate the security features of the Services, such as by: (a) accessing data not intended for you or logging onto a server or an account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures unless we expressly authorize that you do so in writing; (c) attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; or (d) sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.

You hereby agree not to use any device, software, or routine to interfere or try to interfere with the proper working of, or any activity being conducted on, the Services. You further agree not to use or try to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine and search agents that we make available on the Services and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.

9. Communications from MMI

We may use your contact information to communicate with you about your use of the Services. You understand that you receive these communications as part of your use of the Services.

Texting Consent: If you give us your wireless number, you consent to MMI sending you informational text messages related to the Services or information you have requested from us. The number of texts that we send to you will be based on your circumstances and requests. You can unsubscribe from text messages by text replying STOP or UNSUBSCRIBE. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.

Marketing Communications: We may send you marketing communications by email, mail, or other means in compliance with applicable law. As part of our policy to respect your privacy, we provide you the option of opting out from receiving marketing communications from MMI. However, you will not be able to opt out from receiving service or administrative messages.

10. Consent to Electronic Signatures and Records

By accessing or using the Services, creating an account with MMI, or typing your name into any of our electronic forms and indicating your acceptance or submission of information, you affirmatively consent to: (a) MMI communicating with you electronically; (b) receiving all applications, notices, disclosures and authorizations (collectively, “Records”) from MMI electronically; and (c) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You must have a computer or other web-enabled device, connection to the internet, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. You may print or download Records from the Site and keep them for your own reference. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic Records from us, please contact us at (206) 330 2094 option 2. Agreements and transactions executed prior to this request will remain valid and enforceable.

11. Links to Other Websites

MMI is not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. Inclusion of any linked website on our Site does not imply MMI’s approval or endorsement of the website. If you click through to another website, you do so at your own risk. When you click on links that take you to external websites, you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such service or resource, or any hyperlink thereto, should be directed to the external website’s owner or operator.

12. Copyright Policy; DMCA

MMI respects the intellectual property rights of others and expect users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to our designated copyright agent. Our designated copyright agent to receive notifications of claimed infringement is:

Miller Mendel, Inc.
c/o Rylander & Associates
406 W 12^th St
Vancouver, WA 98660
(360) 750-9931

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

13. Term and Termination

These Terms will remain in effect as long as you use the Services. Termination of these Terms is effective when you discontinue all use of the Services. MMI reserves the right to terminate these Terms at any time at our sole discretion. On termination, you lose the right to access or use the Services. Sections 2, 5, 6, 10, 12 through 16 and 19 of these Terms shall survive termination.

14. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS-IS” AND MMI DISCLAIMS, AND THESE TERMS EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY (A) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THE SERVICES ARE ERROR-FREE, FAULT-TOLERANT, OR FAIL-SAFE, WILL OPERATE WITHOUT INTERRUPTION, ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, OR THAT ALL NON-CONFORMITIES CAN OR WILL BE CORRECTED, (C) OF NONINTERFERENCE, SYSTEM INTEGRATION, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. MMI MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD-PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK. NOTWITHSTANDING THE FOREGOING, MMI DOES NOT WARRANT THAT THE SERVICES SHALL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE.

15. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL MMI, OUR EMPLOYEES, AGENTS, OR INDEPENDENT CONTRACTORS (THE “DISCLAIMING ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH THE SERVICES, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE DISCLAIMING ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS MMI AND THE DISCLAIMING ENTITIES FROM ALL CLAIMS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO A CLAIM (A) YOUR USE OF THE SERVICES IN VIOLATION OF THESE TERMS; (B) OUR PROVISION OF THE SERVICES TO YOU; (C) YOUR APPLICANT DATA; (D) YOUR BREACH OR ALLEGED BREACH OF ANY REPRESENTATIONS OR WARRANTIES MADE BY YOU HEREUNDER OR YOUR VIOLATION OF ANY OTHER PROVISION OF THESE TERMS; OR (E) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

17. Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES, AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM MMI. You agree that any dispute, controversy or claim between you and MMI arising out of or relating to: (a) these Terms, or the breach thereof; (b) our provision of the Services to you; (c) your access to or use of the Services; or (d) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.

We want to address your concerns without the necessity of a formal legal case. Before filing a claim against MMI, you agree to try to resolve the Dispute informally by contacting MMI. MMI will make a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after you contact us, you or we may bring a formal proceeding.

You and MMI each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in King County, Washington, or any other location we agree to. Notwithstanding the foregoing, either you or MMI may assert claims, if they qualify, in small claims court in King County, Washington or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

You may only resolve Disputes with MMI on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.

If any dispute arises between the parties with respect to the matters covered by these Terms which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

18. General Terms

You may not assign, transfer, or sublicense your rights under these Terms of Use or delegate or subcontract your obligations. Any assignment, transfer, delegation, or sublicensing prohibited by these Terms of Use shall be void.

These Terms constitute the entire understanding and agreement of the parties with respect to its subject matter. In the event a conflict arises between these Terms of Use and any agreements you may enter into with an MMI Client regarding your use of the Services, these Terms of Use will govern.

Failure by MMI to enforce any rights granted herein shall not be deemed a waiver as to subsequent enforcement of such rights. If any provision of these Terms of Use is found to be invalid, illegal, or unenforceable, it shall be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of MMI. If such modification is not possible, the provision shall be severed from these Terms of Use. In either case the validity, legality and enforceability of the remaining provisions of these Terms of Use shall not in any way be affected or impaired.

MMI shall not be liable for any delay or failure to perform under these Terms of Use if such delay or failure is caused by, or prohibited by conditions of force majeure, including strikes, labor disputes, fire, breakdowns of land, sea or air transportation, vehicular accident, acts or restraints of any government agency, or any such events which are beyond our reasonable control.

These Terms are governed by the laws of the State of Washington, in the United States, without regard to conflict of laws provisions. The United Nations Convention on the International Sale of Goods and the United Nations Convention on the Formation of Contracts for the International Sales of Goods shall not be applied to these Terms of Use. The forum for any dispute arising under or relating to these Terms of Use shall be the state and federal courts of King County, Washington, United States and both parties submit to the jurisdiction and venue of such courts.

19. Amendments

MMI reserves the right to amend these Terms of Use at any time. If we revise these Terms, we will update this posting and change the Last Updated date. Your continued use of the Services following the posting of changes constitutes your acceptance of such changes.

20. Terms Updates

We are constantly trying to improve our Services, so these Terms may need to change from time to time. We reserve the right to modify these Terms at any time by updating this posting without notice. All changes are effective immediately when posted. If you use the Site in any way after a change to the Terms is effective, that means you agree to all the changes.

21. Contact MMI

Please direct all questions related to your application to the MMI Client to which you are applying. If you have any questions about MMI or the Services, please contact:

Miller Mendel, Inc.
Phone: (206) 330-2094
Email: info@millermendel.com