The following terms and conditions (the "Agreement") form a binding agreement between the user of Mindwarp.com otherwise referred to as “you” or “your” and Mindwarp LLC of 7 North High Street, Canal Winchester, Ohio otherwise referred to as “Mindwarp,” “we,” “us” or “our.” Please review the following terms carefully. By using Mindwarp’s site: Mindwarp.com or any of our services, you are agreeing to these terms, as well as to our Privacy Policy published athttp://www.mindwarp.com/policies.aspx  and these terms will govern your use of Mindwarp.com and our Services. If you do not agree to these terms, you must cease use of Mindwarp.com and our Services. The term "you" refers to the person accessing or using Mindwarp.com or our Services, or the company or organization on whose behalf that person accesses Mindwarp.com “the Site” or uses our Services.

Our Services

Mindwarp is an online business advertising site which allows advertisers to promote their business by publishing time sensitive offers to consumers in their local markets through a vendor interface accessible through www.mindwarp.com. Mindwarp also offers an online listing of the businesses and their offers available to the public through our public website located at http://www.Mindwarp.com . The “Services” include all functionality of the website including email, text and voice messaging options in relation to offers and other functions of the Site. The Services and Site are collectively referred to here as "Mindwarp."

Conditional Use of Mindwarp

Your permission to use Mindwarp is based on your agreement that you:

·         are at least 13 years of age if browsing Mindwarp.com and 18 years of age or older to schedule an appointment for a service with one of our advertisers;

·         will comply with these Terms of Service;

·         will not copy or distribute any part of Mindwarp.com in any medium without Mindwarp's prior written authorization;

·         will provide accurate information when creating an account or creating or modifying an offer;

·         are solely responsible for your User ID and any activity that occurs while signed in to or while using Mindwarp using your User ID;

·         are solely responsible for the content you post to the Site, including, location and offer information, links, pictures, artwork, logos, and other such content;

·         represent that you own or have the necessary licenses, rights, permissions, and consents to use and authorize Mindwarp to use any and all content submitted by you to Mindwarp in accordance with the licenses granted in this Agreement;

·         hereby grant each Mindwarp user a non-exclusive license to access the Content you submit through Mindwarp and to use, reproduce, distribute, prepare derivative works of, display and perform such Content as permitted through Mindwarp's functionality and under these Terms of Service;

·         will not submit Content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such Content to Mindwarp; and

·         hereby affirm we have the right to determine whether any of your Content submissions are appropriate and comply with these Terms of Service and remove any and/or all of your submissions without prior notice.

Your Mindwarp Account

If you are an Advertiser, you will register by creating an account with Mindwarp (which in most cases will be created by your Mindwarp sales rep) in order to publish Content on Mindwarp.com. If you choose to create an account with us, you agree to provide only accurate, complete registration information and will notify Mindwarp if that information changes. When you register, you will obtain a unique User ID and a temporary password. You are responsible to select a new password if desired and to record it for future access. Access to the Mindwarp Site and Services is not authorized by any other person or entity using your User ID and you are responsible for preventing such unauthorized use.

Mindwarp relies on User IDs to know whether users accessing Mindwarp.com and using our Services are authorized to do so. If someone accesses our Site or Services using a User ID that we’ve issued to you, we will assume that access has been made by you. You are solely responsible for any and all access to Mindwarp.com or use of the Services by persons using your User ID. You must notify us immediately if you become aware that your User ID is being used without authorization.

Non-Confidentiality, Security And Privacy

You understand that much of the information that you submit to us is submitted precisely for the purpose of disclosure to the public by Mindwarp, and therefore such information is not subject to any confidentiality obligation.

Our Privacy Policy explains how we collect, use and disclose information that pertains to your privacy. The Privacy Policy forms part of our agreement with you and is incorporated in this Agreement by reference. For full details, please refer to our Privacy Policy at http://www.mindwarp.com/policies.aspx.

Any communications between you and Mindwarp, such as email or other correspondence, in which you offer suggestions or comments for improving or modifying our Services will be deemed by us to be non-confidential and non-proprietary, and you agree that such information may be used by us without any limitation whatsoever.

Rules Regarding Information And Other Content

When you use Mindwarp.com, you can publish and obtain access to various kinds of information and materials, all of which we call "Content." Content also includes information and materials posted to Mindwarp.com by you. You agree not to revise or obscure Content posted by others (including advertising and promotions authorized by Mindwarp), and you agree not to post or use any Content in any manner that:

·         infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others,

·         violates the privacy, publicity, or other rights of third parties,

·         is unlawful, defamatory, discriminatory, libelous, pornographic, obscene, abusive, threatening, harassing, hateful, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate, as determined by Mindwarp in its sole discretion,

·         is false or inaccurate, or

·         could damage our company, advertisers, or other parties.

Though we strive to enforce these rules with all of our users, you may be exposed through Mindwarp.com or Services to Content that violates our policies or is otherwise offensive. You may use Mindwarp.com and Services at your own risk. We may, but are not obligated to, terminate user accounts and/or remove Content from Mindwarp.com if we determine or suspect that those accounts or Content violate the terms of this Agreement or the applicable agreement with the offending user(s). We take no responsibility for your exposure to Content on Mindwarp.com whether it violates our content policies or not.

General Rules Of Conduct

It is our goal to create a positive experience for all users of our Site and Services, so you agree to not do any of the following:

·         conduct or promote any illegal activities while using Mindwarp;

·         upload, distribute or print anything that may be harmful to minors;

·         attempt to reverse engineer or jeopardize the correct functioning of Mindwarp, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies Mindwarp.com;

·         attempt to gain access to secured portions of Mindwarp to which you do not possess access rights;

·         upload or transmit any form of virus, worm, Trojan, or other malicious code;or

·         interfere in any way with the proper functioning of Mindwarp.com and Services;

Links To Third Party Sites

We don't have control over websites that Mindwarp may link to. Mindwarp may contain links to third party websites that are not owned, operated, or controlled by Mindwarp. Therefore, we cannot and do not assume responsibility for the content, privacy policies, or practices of such websites or the companies that own them. By using Mindwarp you expressly relieve us from any and all liability arising from your use of any third party website.

Offers

Mindwarp provides consumers with offers for products and services from third party merchants ("Merchants" or “Advertisers”). Offers are divided in two categories:

1. Unlimited Offers

Unlimited Offers are published discounts for products or services from participating merchants which are available and redeemable during specified time slots on specified days. There is no limit to the number of consumers that may redeem these Offers during the specified times and according to the conditions of the Offer.

2. Limited Offers

Limited Offers are published discounts for products or services from participating merchants which are available and redeemable during specified time slots on specified days. These Offers are limited to a specified number of consumers for each time slot or to a specified number of products. These Offers generally need to be confirmed by the Merchant in order to be valid.

3. Expiration Dates and other limitations

The expiration date, terms and limitations for an Offer are as follows unless otherwise stated in the Offer:

·         Offers have no cash value,

·         Food related Offers do not apply to beverages, taxes or tips unless the Merchant sates otherwise

·         Offers cannot be combined with any other coupons, discounts or promotions unless otherwise stated in the Offer,

·         Offers cannot be used for taxes, tips, prior balances, shipping or handling.

4. Merchant Responsibility

As issuer of the Offer, the Merchant shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a customer, caused in whole or in part by the Merchant or its products and services, as well as for any unclaimed property liability arising from unredeemed or partially redeemed Offers. A Mindwarp user has the right to print an Offer issued by the participating Merchant and to use the Offer according to its terms and the terms of this Agreement.

5. Availability of Offers

Some of the Offers are available only for a specified number of users to redeem due to scheduling limitations as defined by each Merchant. These Offers may be removed from Mindwarp.com at any moment without notice and must be confirmed by phone with the Merchant to be valid. It is possible that during the interval of viewing and confirming an Offer, another user may be confirming the advertised time slot you have selected and the Merchant will not be able to confirm the Offer.

Termination

We may change or discontinue Mindwarp.com or any of the Services at any time without prior notice. We reserve the right to terminate this Agreement at our election and for any reason, without prior notice, and this Agreement will automatically terminate in the event that you violate any of the terms and conditions set forth in this Agreement. In the event of any termination, you will immediately cease access to Mindwarp.com and Services. Any Offer issued prior to termination will be honored according to its terms and the terms of this Agreement specifically applicable to such Offer.

Disclaimers of Warranty

We provide Mindwarp.com and Services "as is", "with all faults" and "as available." We and our Merchants make no express warranties or guarantees about Mindwarp.com, or its Services. To the maximum extent permitted by law, we and our officers, directors, agents, vendors, and merchants disclaim implied warranties that Mindwarp.com and services are merchantable, of satisfactory quality, accurate, timely, fit for a particular purpose or need, or non-infringing. We do not guarantee that Mindwarp will meet your requirements, is error-free, reliable, without interruption or available at all times. We do not guarantee that the results that may be obtained from the use of Mindwarp, including any Services, will be effective, reliable, accurate or meet your requirements. We make no warranties as to privacy and security other than as expressly stated in the privacy policy. We do not guarantee that you will be able to access or use Mindwarp.com or services at times or locations of your choosing. No oral or written information or advice given by a Mindwarp representative shall create a warranty. You may have additional consumer rights under your local laws that this contract cannot change.

Cancellations and Refunds

All Sales are final and acceptance of sale and your authorization to process your payment via credit or debit card or electronic check serves as confirmation of the business contract. Once your order has been processed and payment received, your account will be activated within 3 business days. Once activated you will have access to all rights, benefits and privileges of a Mindwarp advertiser and your service will commence. Unless prohibited by state or local law, you are not allowed to cancel your order or to receive a refund once your account has been activated unless there is documented, written evidence of any type of misrepresentation on behalf of a Mindwarp representative. If the mindwarp.com site is inactive due to technical or other problems for more than 24 hours, Mindwarp will extend the length of your subscription for an equal amount of days.

Limitations of Liability

Your sole and exclusive remedy for any dispute with us is to discontinue your use of Mindwarp. In no event shall our liability, or the liability of our affiliates, officers, directors, and/or agents, for any and all claims relating to the use of Mindwarp exceed the total amount of fees that you paid us during the previous one-year period for the specific service at issue. We, our affiliates, officers, directors, and/or agents, shall not be liable for any indirect, special, incidental, consequential or exemplary damages arising from your use of, inability to use, or reliance upon Mindwarp.com and services. These exclusions apply to any claims for lost profits, lost data, loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damages or losses, even if we knew or should have known of the possibility of such damages. If any jurisdiction does not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdiction, our liability, and the liability of our affiliates, officers, directors, agents, vendors, and merchants, shall be limited to the extent permitted by law.

Indemnity

You agree to defend, indemnify and hold harmless Mindwarp, its parent company, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your use of and access to Mindwarp; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any Content submitted by you causes damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of Mindwarp.

Reservation of Rights and Release

Mindwarp reserves the right, but has no obligation, to monitor, or take any action Mindwarp deems appropriate regarding disputes that you may have with other customers of ours or any Merchants. To the extent the law permits, you release us from any claims or liability related to any Content posted on Mindwarp.com and from any claims related to the conduct of any other customers of ours or any Merchants. You hereby waive California Civil Code Section 1542 (if you are a California resident or business), and any similar provision in any other jurisdiction (if you are a resident or business of such jurisdiction), which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

Intellectual Property

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to Mindwarp, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of this Agreement, except for the limited right to use Mindwarp.com and Services in accordance with this Agreement. “Mindwarp” is our trademark. Other product and company names that are mentioned on Mindwarp.com or provided as part of the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you in this Agreement.

The Content on Mindwarp, excluding all intellectual property of other sites obtained by way of API and linking and Content posted by our customers, is owned by Mindwarp. This includes, without limitation, the text, software, scripts, graphics, photos, sounds, interactive features and the trademarks, service marks and logos contained therein ("Marks"). The Marks are owned or licensed to Mindwarp, subject to copyright and other intellectual property rights under United States law, the law of the jurisdiction where you reside, and and international conventions. Content provided by Mindwarp is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to Mindwarp.com and Services.

You retain any intellectual property rights in any copyrighted materials and trademarks that are contained in Content that you post to Mindwarp.com. You grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, translate, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale, otherwise commercially exploit and exercise any and all such rights, under any and all of your intellectual property rights related to the Content in any manner we choose. If you have any rights to the Content that cannot be licensed to us (such as moral rights in some countries), you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against us or related to our customers and partners anywhere in the world, with respect to such rights.

Copyright Notice

We respect the intellectual property of others, and we ask you to do the same. If you are a copyright owner or an owner's agent and find Content that infringes upon your copyrights, you may submit a notification according to the Digital Millennium Copyright Act. To do so, please provide our Copyright Agent with the following information (see 17 U.S.C 512(c)(3) for further detail) in writing: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) 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; (3) 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; (4) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (5) 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 (6) 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. Mindwarp's designated Copyright Agent to receive notifications of claimed infringement can be reached at cs@Mindwarp.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

Electronic Communications

The communications between you and Mindwarp use electronic means, whether you visit Mindwarp.com or send us emails, or whether Mindwarp posts notices on Mindwarp.com or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Mindwarp in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Mindwarp provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

Entire Agreement, Changes to this Agreement and Waivers

These Terms of Service, together with the Privacy Policy at http://www.mindwarp.com/policies.aspx and any other legal notices published by Mindwarp on Mindwarp.com or any Offer, shall constitute the entire agreement between you and Mindwarp concerning Mindwarp. We may change the terms of this Agreement from time to time on a going-forward basis, and any such modifications become effective immediately upon being posted to Mindwarp.com. It is your sole responsibility to check Mindwarp.com from time to time to view any such changes in the Agreement. If you do not agree to any changes, if and when such changes may be made to the Agreement, you must cease use of Mindwarp.com and Services. Your use of Mindwarp.com and Services after any modifications to the Agreement indicates that you agree to such modified Agreement. Any changes to this Agreement (other than as set forth in this paragraph) or waiver of Mindwarp’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of Mindwarp. No purported waiver or modification of this Agreement by Mindwarp via telephonic or email communications shall be valid.

 
Contracting Party, Choice of Law, Location for Resolving Disputes, Contact Information

This Agreement is between you and the Mindwarp entity for your country in which you reside. The identity of the Mindwarp entity for your country, the choice of law, the location for resolving disputes with Mindwarp, and our contact information is specified below.

·         The laws of Ohio govern the interpretation of this Agreement and any disputes arising in connection with it, regardless of conflict of laws principles. Any claim or dispute between you and Mindwarp that arises out of or relates to this Agreement shall be decided exclusively by a court of competent jurisdiction located in Fairfield County,Ohio.

General Terms

Nothing in this Agreement is to be construed a partnership, employment relationship or agency. There are no third-party beneficiaries of this Agreement. You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

You and mindwarp agree that any cause of action arising out of or related to mindwarp must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

You represent that you are legally able to accept these Terms of Service. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. And as stated in the Conditional Use of Our Site and Service, above, you affirm that you are, in any case, 13 years of age or older. If you aren't, you must please cease use of Mindwarp.

Contact Information:

Mindwarp’s customer service can be reached by calling 1-888-859-4856 or by writing to Mindwarp LLC, 7 South High Street, Canal Winchester, OH, 43110 or by email at cs@mindwarp.com. All inquiries will be responded within 48 hours.