MightyRep Terms of Use

Last Updated: June, 2024

These Terms of Use (“Terms”) apply to your access to and use of the websites (“Sites”) provided by MightyRep, Inc. (“we”, “our”, or “us”). By accessing or using our Sites, you agree to these Terms. If you do not agree to these Terms, do not use our Sites.

We may supply different or additional terms in relation to some of our services, and those different or additional terms become part of your agreement with us if you use those services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing a notice on our Sites or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Sites after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Sites.

If you have any questions about these Terms or our Sites, please contact us at privacy@MightyRep.com.

1. Privacy

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

2. Eligibility

You must be at least 18 years of age to use our Sites. If you use our Sites on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

3. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Sites. You will not:

• Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell, resell or commercially use our Sites;
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Sites, except as expressly permitted by us or our licensors;
• Modify our Sites, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Sites;
• Use our Sites other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Sites or that could damage, disable, overburden or impair the functioning of our Sites in any manner;
• Reverse engineer any aspect of our Sites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Sites;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Sites;
• Develop or use any applications that interact with our Sites without our prior written consent;
• Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Bypass or ignore instructions contained in our robots.txt file;
• Use our Sites for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Enforcement of this Section 3 is solely at MightyRep’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

4. Ownership; Limited License

The Sites, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by MightyRep or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Sites are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Sites for your internal business only, and not for purposes of resale. Any use of the Sites other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

5. Trademarks

“MightyRep” and our logos, our product or service names, our slogans and the look and feel of the Sites are trademarks of MightyRep and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Sites are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

6. Feedback

You may voluntarily communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about MightyRep or our Sites or services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in MightyRep’s sole discretion. You understand that MightyRep may treat Feedback as nonconfidential.

7. Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Sites (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. MightyRep does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

8. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless MightyRep and our officers, directors, agents, partners and employees (individually and collectively, the “MightyRep Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Sites; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Sites. You agree to promptly notify MightyRep Parties of any third-party Claims, cooperate with MightyRep Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the MightyRep Parties will have control of the defense or settlement, at MightyRep’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and MightyRep or the other MightyRep Parties.

9. Disclaimers

Your use of our Sites is at your sole risk. Except as otherwise provided in a writing by us, our Sites and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, MightyRep does not represent or warrant that our Sites are accurate, complete, reliable, current or error-free. While MightyRep attempts to make your use of our Sites and any content therein safe, we cannot and do not represent or warrant that our Sites or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Sites.

10. Limitation of Liability

To the fullest extent permitted by applicable law, MightyRep and the other MightyRep Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if MightyRep or the other MightyRep Parties have been advised of the possibility of such damages.

The total liability of MightyRep and the other MightyRep Parties for any claim arising out of or relating to these Terms or our Sites, regardless of the form of the action, is limited to the amount paid by you to use our Sites.

The limitations set forth in this Section 10 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of MightyRep or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

11. Transfer and Processing Data

In order for us to provide our Sites, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

12. Governing Law and Venue

Any dispute arising from these Terms and your use of the Sites will be governed by and construed and enforced in accordance with the laws of Oregon, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Oregon or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties will be resolved in the state or federal courts of Oregon and the United States, respectively, sitting in Oregon.

13. Modifying and Terminating our Sites

We reserve the right to modify our Sites or to suspend or stop providing all or portions of our Sites at any time. You also have the right to stop using our Sites at any time. We are not responsible for any loss or harm related to your inability to access or use our Sites.

14. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

15. Miscellaneous

The failure of MightyRep to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.