Terms of Use

Last Updated May 25, 2020

The below Terms of Use (“Terms”) are a binding contract between you and Miller Mendel, Inc. and its affiliates, corporate parent(s), and subsidiaries (collectively, “Miller Mendel,” “MMI,” “us,” “our,” or “we”). These Terms, together with our Privacy Policy, govern your use of millermendel.com and other websites that we own or operate (collectively, the “Site”), eSOPH and other SaaS offerings, software, mobile applications or technologies owned or operated by MMI (collectively, the “Services”). Any terms we use in these Terms of Use without defining them have the definitions given to them in the Privacy Policy. Please note that additional, separate terms may apply to our Services. This Agreement includes a class action waiver and an arbitration provision that governs any disputes between you and Miller Mendel.


ACCEPTANCE

To access, browse, or use our Site or our Services, you must agree to be unconditionally bound by these Terms. You accept the Terms by using the Site or Services, or by clicking to accept or agree to the Terms where this option is available to you in any agreement, electronic form, or the user interface for any service we offer. These Terms will remain in effect while you use the Site or our Services. If you do not agree and accept these Terms, you may not use the Site or Services. You must be of legal age and capacity to form a binding contract in order to accept the Terms.

CONSENT TO DO BUSINESS ELECTRONICALLY

By accessing our Site, using our Services, registering with MMI, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, 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 (such as Adobe® Acrobat® Reader) 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.

COMMUNICATIONS FROM MMI

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

Texting Consent. If you provide us with your mobile telephone number, we may use it to send you informational or service-related text messages related to our Services. You can unsubscribe from text messages by replying STOP or UNSUBSCRIBE to any of these text messages. 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.

THIRD PARTY PLATFORMS

MMI does not exercise any control over websites, apps or other platforms not owned or operated by us (“Third Party Platforms”). We are not responsible for the privacy or data practices (including collection, usage, disclosure or data security) of any third parties, including any third party operating a Third Party Platform that we may implement or make available to an MMI Client as part of our Services, regardless if we have an independent business relationship with that third party. We do not endorse, are not responsible for, and make no representations or warranties regarding the content, accuracy, ability or fitness for any particular purpose of any Third Party Platform, and we shall not be liable for any harm resulting from or in connection with reliance on any Third Party Platform, including but not limited to claims for lost or compromised data, defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. In addition, MMI shall not be a party to or liable in any way for any harm associated with any transaction between an MMI Client and an MMI Client’s job applicant, MMI Client’s employee, or any other user or website visitor.

CONSENT AND OWNERSHIP

Unless otherwise expressly indicated, the information contained on the Site and Services (including but not limited to all products, services, and related documentation available on the Site, and all features, functionality, ideas, images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, and other materials, as well as names, logos, taglines, trade dress, and other trademarks on the Site or in the Services) are copyrights, trademarks, trade dress or other intellectual property (collectively, the “Contents”) owned, controlled, or licensed by MMI or its affiliates, or are the property of their respective owners. The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. No license to or regarding any of the Contents is granted in connection with your use of the Site or Services, except as specifically set forth in the applicable license terms pertaining to certain MMI Services. Only a duly authorized officer of MMI or the Contents’ respective owner(s), as the case may be, may grant permission or a license to use any of our Contents; any attempted grant or similar promise by anyone other than a duly authorized officer of MMI is invalid.

Copyright. 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 or the Contents’ owner. You may only display, download, and print in hard copy format the Contents for the purposes of using the Site as an internal or personal business resource.

Trademarks. MMI’s 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 a MMI name, trademark, or product name without MMI’s prior written permission. Third-party trademarks and service marks used on our Site are the property of their respective owners, and we use them with their consent.  MMI and the other licensors of the marks on our Site reserve all rights with respect to all Contents and all intellectual property.

Reports. MMI may, from time to time, deidentify the Personal Information (“Deidentified Information”) that we collect and combine it with others’ Deidentified Information in order 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.

USE OF THE SITE

As a user of the Site or the Services, you have a revocable, nontransferable, nonexclusive license to access, view information, and interact with the Site or the Services solely for your own personal use. You may not use the Site or Services for any commercial purpose except as agreed to in writing with MMI or for transacting business with MMI, or for any unlawful or wrongful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Site or Services any portion thereof (including the Content) 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 Site or Services. Tampering with, conducting fraudulent activities, and all other illegal activities with respect to the Site or Services are prohibited and may subject a user to legal action and/or termination of your access to the Site or Services. By using the Site or Services or features thereof, you represent and warrant that (a) any information you submit to us is truthful and accurate, (b) you will maintain the accuracy of that information, and (c) your use of our Site or Services does not violate any applicable law, rule or regulation. Any information that you provide to us will also be subject to our Privacy Policy.

Restrictions to Your Use. Accessing the Site or the Services does not authorize you to use any Contents in any manner other than specifically authorized by these Terms. You may not use our Contents for any purpose not expressly stated in these Terms, including in any way that might disparage us. The permissions described herein will terminate automatically if you breach any of these Terms. Any other use of the Contents, including reproduction for purposes other than as noted above, without the prior written permission of MMI is strictly prohibited.

Security Features. You are strictly prohibited from violating or trying to violate the security features of the Site or Services, such as by:

  • accessing data not intended for you or logging onto a server or an account that you are not authorized to access.
  • 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.
  • attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing.”
  • 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 this Site or Services or any activity being conducted thereon. 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 Site or Services other than the search engine and search agents that we make available 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.

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.

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.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SITE OR SERVICES IS AT YOUR SOLE RISK. THE SITE AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, AND MMI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AS TO THE SITE, THE SERVICES, OR ITS OPERATION OR CONTENT. ALTHOUGH WE BELIEVE THE CONTENT TO BE ACCURATE, COMPLETE, AND CURRENT, WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE ON THE SITE OR SERVICES IS ACCURATE, COMPLETE, OR CURRENT. WE MAKE NO WARRANTY THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SITE AND SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF OUR SITE, FROM THE CONDUCT OF ANY USERS (WHETHER ONLINE OR OFFLINE), OR OTHERWISE. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, SOFTWARE, MODEM, TELEPHONE OR OTHER PROPERTY RESULTING FROM YOUR USE OF (OR INABILITY TO USE) OUR SITE. WE WILL NOT BE LIABLE TO YOU IF YOU ARE UNABLE TO ACCESS INFORMATION THROUGH OUR SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM MMI, ITS OFFICERS, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS MMI, OUR SUBSIDIARIES AND OUR AFFILIATES, AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, AGENTS, PARTNERS AND EMPLOYEES FROM ANY LOSS, LIABILITY, COST, EXPENSE, CLAIM, DAMAGES, OR DEMAND, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS FEES, DUE OR RELATING TO OR ARISING OUT OF (A) YOUR USE OF THE SITE OR SERVICES IN VIOLATION OF OUR TERMS, (B) YOUR BREACH OF OUR TERMS, OR (C) ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH IN OUR TERMS.

LIMITED LIABILITY

IN NO EVENT SHALL MMI OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, SUPPLIERS OR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER PERSON RELATED TO OR ARISING OUT OF USE OF THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION FOR SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, PROFITS OR GOODWILL, BUSINESS INTERRUPTION, OR COMPUTER FAILURE OR MALFUNCTION, WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS, ALL ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, COPYING, OR DISPLAY OF THE CONTENT OF THIS SITE. THIS LIMITATION APPLIES TO ALL CLAIMS, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, STRICT LIABILITY, MISREPRESENTATION, PRODUCTS LIABILITY, VIOLATIONS OF LAW (INCLUDING REGULATIONS), NEGLIGENCE, AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS. Without limiting the foregoing provisions or the provisions of our Privacy Policy, the limit on total cumulative liability owed by MMI to you or any person for any claims arising from or relating to the Site and the Services shall be limited to the greater of the total amount you paid to MMI for the Services during the three (3) month period preceding the date of your claim or one hundred dollars ($100.00).

CLASS ACTION WAIVER

You hereby waive any right to commence or participate in any class action lawsuit against MMI related to any claim, dispute or controversy, and, where applicable, you hereby agree to opt out of any class proceeding against MMI otherwise commenced.

ARBITRATION AGREEMENT

Please read this section carefully. This section affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions.

YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

Any claim or dispute brought by you arising from or relating to these Terms, or to the relationships that result from these Terms, including disputes about the validity, scope or enforceability of this arbitration provision (collectively, “Covered Disputes”) may, at MMI’s option and in its sole discretion, be settled exclusively by binding, individual arbitration rather than in court, to be held in Vancouver, Washington, or another location mutually agreeable to the parties. The arbitration will be conducted by the American Arbitration Association under its rules and procedures. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Prior to initiating any arbitration, you will give MMI at least 60 days’ advanced written notice of your intent to file for arbitration.  You must provide such notice by mail to 1425 Broadway #430, Seattle, WA 98122. During such 60-day notice period, the parties will endeavor to settle any Covered Disputes amicably by mutual discussions. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity, and any award of the arbitrator(s) will be final and binding on each of the parties. Judgment upon the award rendered by an arbitrator may be entered in any court of competent jurisdiction. The arbitrator will apply applicable law and the provisions of these Terms, and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. You are not entitled to arbitrate any Covered Dispute as a class, representative, or private attorney general action, and the arbitrator(s) will have no authority to proceed on a class, representative, or private attorney general basis. If any provision of the agreement to arbitrate in this section is found illegal or unenforceable, the remaining arbitration terms shall continue to be fully valid, binding, and enforceable (but in no case will there be a class, representative, or private attorney general arbitration). These Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA) and, where otherwise applicable, by the laws of the State of Washington. MMI reserves all rights to pursue any and all claims and remedies, whether in a court of law or other tribunal, and in no way shall the foregoing be interpreted to limit MMI’s rights in this regard.

GOVERNING LAW

Claims relating to, including the use of, the Site, the Services, and the Contents contained therein are governed by the laws of the United States and the State of Washington, without regard to its conflicts of laws rules. If you choose to access the Site or Services from another location, you do so on your own initiative and are responsible for compliance with applicable local laws. The state and federal courts located nearest to Vancouver, Washington, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. MMI controls and operates the Site and Services from its offices within the United States. You acknowledge that you may not be able to access all or some of the Site or Services outside of the United States, and that access thereto may not be legal by certain persons or in certain countries. If you choose to access the Site or Services from another location, you do so on your own initiative and are responsible for compliance with applicable local laws.

MISCELLANEOUS

You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without prior written consent from MMI. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. MMI’s failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision of these Terms. If any provision of these Terms are held invalid or unenforceable under applicable law, that portion shall be construed in a manner consistent with applicable law to accomplish, as nearly as possible, the objective thereof, or shall be severed from the document if, and solely, to the limited extent such construction is not possible, and the remaining portion of these Terms shall remain in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and MMI as a result of these Terms or your use of MMI’s Site or Services.

CHANGES TO THESE TERMS

We are constantly trying to improve our Site and 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.

CONTACT MMI

If you have any questions about these Terms, please contact at (206) 330 2094, option 2.