Welcome to RNDSQR MIDDLE LTD. (“mddl,” “we,” “us,” or “our”). When you visit, view, use, or access our website https://www.mddl.co/ /, our online community at https://community.mddl.co/ (the “Community”), any applicable subdomains thereof, or any applications, mobile applications, functionalities, content, materials, or other online services provided by mddl (collectively, the “Platform”). By accessing any part of the Platform, whether as a guest or a registered user, you agree to these Terms of Use, so please read them carefully.These Terms of Use constitute a binding legal agreement and are entered into by and between you and mddl. In conjunction with our Privacy Policy, these Terms of Use govern your use of the Platform, including, but not limited to, all features, functionalities, applications, updates, notifications, interfaces, and all related content and software.
1. Acceptance of Terms of Use
By clicking “I agree” or by visiting, using, or accessing the Platform, you represent and warrant that you have read and understood, and agree to be bound by these Terms of Use either (a) on behalf of yourself as an individual, or (b) on behalf of your employer or another entity, to the extent that you are accessing the Platform on behalf of your employer or such entity, and you represent and warrant that you have the legal authority to bind your employer or such entity to these Terms of Use. If you do not agree to these Terms of Use, you are not permitted to use the Platform.
mddl reserves the right to modify these Terms of Use from time to time. We will provide notice of any material changes through the Platform or via email at least 30 days before such changes become effective. It is your responsibility to review these Terms of Use, as it creates a binding legal agreement between you and mddl. If you use the Platform after we have changed any of the Terms of Use, you are agreeing to all of the changes. To the extent that you or your employer (to the extent you are using the Platform in your capacity as an agent of your employer) has entered into another written agreement with mddl that contains terms that directly conflict with any terms of these Terms of Use, then the conflicted terms set forth in such other agreement will control.
2. Registration
To register for an account, you must provide complete, true, correct and up-to-date information. Once you have submitted such information, you may be provided with login credentials to use the Platform. You are responsible for securing your username and password, and you are solely liable for any use of the Platform under your account and password. It is your duty and responsibility to notify mddl promptly in writing if you learn (i) an unauthorized person has your access code and password, and/or (ii) of a privacy or security breach. mddl reserves the right to refuse use of, or revoke use of, any username at mddl’s discretion.
3. Eligibility
Any access or use of the Platform by anyone under the age of 18 is prohibited. By agreeing to these Terms of Use, you represent and warrant that (a) you are 18 years of age or older and have the legal capacity to enter into and abide by these Terms of Use; (b) you have not previously been suspended or removed from the Platform; and (c) your registration and use of the Platform is in compliance with any and all applicable laws and regulations.
4. Privacy
Any personal information submitted in connection with your use of the Platform is subject to our privacy policy found at Privacy Policy (the “Privacy Policy”), which is hereby incorporated by this reference. We will use information about you that we obtain either directly from you or that we obtain through your use of the Platform in accordance with our Privacy Policy for the purposes described therein.
5. Account and Security
You may need to set up an account in order to use some of the features of the Platform. During the account setup process, it is important that you provide current, true, accurate, and complete information. This means that you cannot set up an account using a name or contact information that does not apply to you, and you must provide accurate and current information on all registration forms that are part of the Platform. By accessing any account associated with the Platform, you confirm that you have received authorization from mddl and are using only the login credentials issued to you by mddl. It is strictly prohibited to use anyone else's account without prior written permission from mddl. You are solely responsible for your account and any activity that occurs on it, including safeguarding your password. If you suspect that your account is being used without your consent, please notify us immediately at hello@mddl.co. Transferring your account to someone else is not permitted and could result in legal consequences. mddl is not responsible for any losses or damages that may result from unauthorized use of your account.
6. mddl Services and Payment
6.1. mddl Services You understand that mddl’s services constitute an online community that fosters a networking system between middle home developers, vendors, and other industry experts (the “Community”) as well as programs that offer middle housing developmental support and resources, including the mddl Accelerator program (“mddl Accelerator”), mddl Masters program (“mddl Masters”), and mddl School program (“mddl School Program,” together with mddl Accelerator and mddl Masters, “mddl Programs”). Certain features of the Platform are provided free-of-charge, while a fee is required to access and use certain aspects of the Platform. You can find descriptions of the Community and each of the mddl Programs and their features on the Platform for more information. We reserve the right to modify the features and content we provide as part of the Community and mddl Programs from time to time and for any reason.
6.2. Payment In consideration for the mddl Programs to be provided by mddl, you agree to pay mddl in accordance with the fees set forth in the applicable order form page (which may include a digital checkout) on the Platform, including any and all applicable taxes. You authorize mddl and our third-party payment processor(s) to charge you for the applicable fees.
If you choose to participate in mddl Accelerator or mddl Masters, you may purchase a subscription to mddl Accelerator or mddl Masters by paying a subscription fee, on a periodic and recurring basis, as set forth in the applicable order form page on the Platform (plus any and all applicable taxes). We will automatically renew your subscription to mddl Accelerator or mddl Masters under the same conditions unless and until the mddl Accelerator or mddl Masters is cancelled or terminated under these Terms of Use.
When you purchase a mddl Program, you must provide accurate and complete information of a valid payment method that you are authorized to use. You will be billed for your mddl Program through the payment method you provide. You must promptly notify us of any change in its invoicing address and must update your account with any changes related to its payment method.
The fees, features, and options of the mddl Programs depend on the program selected as well as any specific features requested, if applicable. The fees applicable to you will be set out in the applicable order form provided to you at the time of purchase. We do not represent or warrant that a particular mddl Program will be offered indefinitely and reserve the right to change the prices for or alter the features and options of our mddl Programs without prior notice. We, at our sole discretion and at any time, may modify the fees for the mddl Programs. If we modify the subscription fees for mddl Accelerator or mddl Masters, any change in such subscription fees will become effective at the end of the then-current subscription period or feature-specific period, as applicable. We will provide you with reasonable prior notice of any change in subscription fees for mddl Accelerator or mddl Masters to give you an opportunity to terminate your subscription before such change becomes effective. Your continued use of the mddl Accelerator or mddl Masters after the change in subscription fee comes into effect constitutes your agreement to pay the modified subscription fee amount.
If payment for any undisputed invoice issued is not received by mddl within thirty (30) days from the due date of the invoice, mddl reserves the right to charge a late fee equal to the lesser of (a) one percent (1%) of the total invoice amount and (b) the maximum amount allowed by applicable law. This late fee will accrue monthly on the outstanding invoice amount until the full payment, including any accrued late fees, is received by mddl. The late fee is compounded monthly and will be added to subsequent invoices if the previous balance, including late fees, remains unpaid.
6.3. Refunds and Cancellations
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, ALL FEES PAID TO MDDL FOR THE SERVICES AND ANY OTHER UPFRONT PAYMENTS ARE NON-REFUNDABLE AND SHALL BE DEEMED EARNED UPON RECEIPT. Certain refund requests may be considered by us on a case-by-case basis and granted at our sole discretion.
If you wish to terminate your subscription to mddl Accelerator or mddl Masters, you may cancel your subscription either through the settings page in your account or by contacting us at hello@mddl.co. You must cancel your subscription to mddl Accelerator before it renews in order to avoid billing of the next period of subscription fees to your account. mddl Accelerator or mddl Masters cancellations will take effect the day after the last day of the current subscription period. If you cancel your subscription to mddl Accelerator or mddl Masters during a subscription period, you will not receive a refund for the subscription fee you already paid for your current subscription period and you will be able to access mddl Accelerator or mddl Masters until the end of your current subscription period.
If your payment and registration information is not accurate, current, and complete, or a chargeback is processed on your account, we may suspend or terminate your account upon written notice, and refuse any use of the Platform until such issues are resolved. We may withdraw or suspend a mddl Program , in whole or in part, at any time and for any reason. After such time, mddl shall not be obligated to maintain or permit any further access to such mddl Program.
7. Proprietary Materials
7.1. Ownership and Proprietary Rights The Platform contains copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of mddl and licensors of mddl (collectively, “Proprietary Materials”), including without limitation source code, video, text, software, photos, graphics, images, music, and sound. You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Materials. Proprietary Materials may only be accessed through the Platform, and not by or from any other site or means. The right of access to the Platform does not grant you any right to download or store any Proprietary Materials in any medium.
mddl reserves all intellectual property rights to the Proprietary Materials, other than as specifically granted under the applicable license granted you under these Terms of Use. No posting, copying, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise reproducing, storing, transmitting, modifying, or commercially exploiting any Proprietary Materials in any form or by any means, for any purpose, is permitted without our express written permission.
The entire Platform is protected by copyright. Complying with all applicable copyright laws is your responsibility. If you give feedback on the Platform, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary, and implementation of that feedback is owned by us and may become part of the Platform without compensation or attribution to you. We reserve all rights in and to the Platform unless we expressly state otherwise.
Other trademarks, service marks, and logos used on the Platform are the trademarks, service marks, or logos of their respective owners. mddl is using these third-party trademarks, service marks, or logos with the permission of the trademark owner or for identification purposes only.
We may, in appropriate circumstances and at our sole discretion, remove or disable access to any materials on the Platform that we believe (or are notified of) may infringe on the rights of others.
7.2. Limited License
Subject to your complete and ongoing compliance with these Terms of Use, mddl grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to i) access and use the Platform on your personal devices; and ii) to access and view any Collective Content made available on or through the Platform, solely for the purpose of using mddl’s Services.User Content
7.3. User Content Generally
Mddl may, at its sole discretion, enable Users of its Platform to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Platform ("User Content"); and (ii) access and view User Content and any content that Mddl itself makes available on or through the Platform, including Proprietary Material and any content licensed or authorized for use by or through Mddl from a third party (together with User Content, “Collective Content”).
You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Mddl or its licensors, except for the licenses and rights expressly granted in these Terms
By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Platform, you grant to Mddl and its affiliates a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner and to promote Mddl and/or the Platform, in any media or platform. User Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy.
Unless you provide specific consent, Mddl does not claim any ownership rights in your User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content. You have no obligation to provide any User Content to the Platform, and you are free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of User Content and may not be available without such content.
You are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Mddl the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Mddl’s use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any other Mddl policy.
Mddl may, without prior notice, remove or disable access to any User Content that Mddl finds to be in violation of applicable law, these Terms or Mddl’s policies or standards, or otherwise may be harmful or objectionable to Mddl, its users, third parties, or property.Mddl respects copyright law and expects its Users to do the same. If you believe that any content on the Platform infringes copyrights you own, please notify us immediately.
7.4. Limited License Granted to mddl
As part of the Platform, mddl collects, stores, maintains, transmits, and uses certain information about the Platform and our users. This information is the property of the mddl and includes, without limitation, information you provide about yourself, such as your name, email, and username; file metadata, such as filenames and paths; names and descriptions you assign to endpoints, collections, bookmarks, flows, indices, and transfers; definitions of flows and functions; information about how and whom you want to grant rights and permissions to use the Platform; and log data. mddl may use this information for purposes related to providing and improving the Platform, marketing, research, and other lawful business purposes, in accordance with our Privacy Policy and applicable data protection laws. The ways in which the mddl collects, stores, and uses personal information is set forth in our Privacy Policy.
By Posting User Content to or via the Platform, you grant mddl and the Service Provider a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms of Use, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in these Terms of Use are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content submitted or otherwise used on external services via the Platform. You agree to pay all monies owing to any person or entity resulting from your unauthorized submission of User Content or from any use of User Content by mddl or the Service Provider that exceeds the scope of the license granted in this Section 7 (User Content).
Notwithstanding the foregoing, the following information remains the sole property of the applicable account holder or end user of the Services: (i) contents of files that you manage using the Platform (“file contents”); and (ii) information that you provide to the mddl for the sole purpose of including such information in a search index that you administer (“index data”). By using the Platform, you grant the mddl a limited, non-exclusive, worldwide, non-transferable right, on a royalty-free basis, with a right to sublicense this right only to independent contractors, subcontractors, or other non-employees involved in providing the Platform, to process file contents and to process and Site index data on your behalf solely for the purposes of providing the Platform. mddl may process file contents, for example, in order to facilitate the transfer of files between your storage systems, but it does not Site or access file contents.
8. Communications
8.1 In order to better support and serve you, mddl will occasionally reach out and contact you, and may do so in a variety of ways, such as via text message or email. All our communications with you are subject to our Privacy Policy.
8.2 In providing us with your contact information as part of your account registration or via other methods, you are agreeing to receive communications from us pertaining to your account and use of our Platform.
8.3 You may opt-in or opt-out of receiving marketing communications and messages from us. You may change your preferences for receiving communications by unsubscribing or managing your preferences for communications from us in your account page.8.4 It is your responsibility to update or notify us of any changes to your contact details to ensure there is no disruption to receiving communications from us.
9. Third-Party Terms
9.1. Third-Party Services The Community is provided in collaboration with a third-party service provider CircleCo, Inc (the "Third-Party Services"). By using the Community, you acknowledge and agree that your information and content may be processed and stored through such third-party services, and are subject to their respective privacy, data handling, and security policies. mddl accepts no liability for any acts or omissions of such third-party providers. For more information, visit Circle.co’s privacy policy at https://circle.so/privacy.
You acknowledge and agree that your use of a Third-Party Service is subject to the terms and conditions of the relevant provider of such Third-Party Service, which govern the contractual obligations between you and the provider of such Third-Party Service (the “Third-Party Terms”). It is your responsibility to review and comply with any applicable Third-Party Terms if you choose to use or access a Third-Party Service. You understand that mddl and the Service Provider are not parties to the Third-Party Terms. You further acknowledge that mddl and the Service Provider do not control and have no liability for Third-Party Services, including their security, functionality, operation, availability, or interoperability with the Platform or how the Third-Party Services or their providers use User Content. All data received from Third-Party Services on behalf of you as described herein will be deemed User Content under these Terms.
9.2. Third-Party Software.
The Platform may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (the "Third-Party Components"). Although the Platform is provided to you subject to these Terms of Use, nothing in these Terms of Use prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
10. Acceptable Use
You must not:
- Use the Platform in any way that causes, could be reasonably expected to cause, or is intended to cause damage to the Platform or impairment of the availability or accessibility of the Platform; or in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
- Harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Platform.
- Violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right.
- Use the Platform to copy, store, host, transmit, send, use, publish, or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.
- Conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction, and data harvesting) on or in relation to our Platform without our express written consent.
- Republish material from the Platform (including republication on another website).
- Sell, rent, or sub-license material from the Platform.
- Reproduce, duplicate, copy, or otherwise exploit material on our Platform for a commercial purpose.
- Develop, support, or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Platform or otherwise copy profiles and other data from the Platform.
- Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the Proprietary Materials or any other content available on the Platform.
- Violate or attempt to violate the Platform’s security mechanisms, attempt to gain unauthorized access to the Platform or assist others to do so, or otherwise breach the security of the Platform or corrupt the Platform in any way.
- Interfere with the operation of the Platform or any user's enjoyment of the Platform, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Paltform; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Platform.
- Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other account without permission, or falsifying your age or date of birth.
We reserve the right to monitor use of the Platform and to suspend, revoke, deny, disable, or terminate your access if you violate any provisions of these Terms of Use or if your behaviour exceeds reasonable limits, as determined in our sole discretion.
11. Term
These Terms of Use shall remain in full force and effect while you use the Platform, and shall remain in effect on Termination except as otherwise provided by these Terms of Use.
12. Termination
12.1. By mddl
We may, at any given time and in our sole discretion, suspend or terminate your access to the Platform, in whole or in part, for any reason and at any time, upon electronic notice to you at your email address or other contact information used when creating an account, including, but not limited to, violation of these Terms of Use. You agree that we are not liable to you or any third party for any termination of your access to our Platform.
12.2. By you:
You may terminate your use of the Platform or your account at any time by ceasing to use the Platform, deleting your account within the Platform settings, or writing to hello@mddl.co.
12.3. Effect of Termination
Upon termination of your account, your right to use the Platform will immediately cease and you must pay mddl any unpaid amount that was due prior to termination within thirty (30) days of the termination date. The associated Privacy Policy and any such ongoing provisions relating to intellectual property, indemnity, liability, payment, communication, dispute resolution, and any other such terms of these Terms of Use which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. You are solely responsible for retaining copies of any User Content you submit to the Platform, as upon termination of your account, you may lose access rights to any User Content. If your account has been terminated for a breach of these Terms of Use, then you are prohibited from creating a new account on the Platform using a different name, email address or other forms of account verification.
13. Modification of the Community
mddl reserves the right to modify or discontinue all or any portion of the Platform at any time, including by limiting or discontinuing certain features of the Platform, temporarily or permanently, without notice to you. mddl will have no liability for any change to the Platform, including any paid-for functionalities of the Platform, or any suspension or termination of your access to or use of the Platform. You should retain copies of any User Content you submit to the Platform so that you have permanent copies in the event the Platform is modified in such a way that you lose access to such User Content.
14. Warranty DisclaimerWHILE WE STRIVE TO MAINTAIN ACCURATE AND UP-TO-DATE INFORMATION ON THE PLATFORM, WE DO NOT WARRANT THE COMPLETENESS OR ACCURACY OF SUCH INFORMATION. WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO KEEP THE PLATFORM AVAILABLE AND MAINTAIN MATERIAL ON THE PLATFORM, BUT DO NOT GUARANTEE UNINTERRUPTED ACCESS OR REAL-TIME UPDATES. USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON A “AS IS” AND “AS AVAILABLE” BASIS. MDDL AND ITS AFFILIATES, SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.MDDL AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY THAT (i) THE PLATFORM OR ANY PRODUCTS PURCHASED THROUGH THE PLATFORM WILL MEET YOUR REQUIREMENTS; (ii) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) THAT THERE WILL BE NO ERRORS IN THE PLATFORM OR THAT MDDL WILL FIX ANY ERRORS. ANY MATERIALS OBTAINED THROUGH THE USE OF THE PLATFORM ARE OBTAINED AT YOUR OWN DISCRETION AND RISK, AND MDDL SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE PLATFORM OR ANY CONTENT OBTAINED FROM THE PLATFORM.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY BETWEEN JURISDICTIONS.
15. Links to Other Sites
The Platform may contain links to other websites that we do not own or control. We are not responsible for any of these other websites and any links to these other websites should not be interpreted as an endorsement of any company, content, or products. We are not responsible to you for any aspect of these other websites, including their content, privacy policies, or anything else. You may be exposed to things on other websites that you do not like or that you find offensive. We are not responsible for this, either. You must use your own discretion when you go to other websites. You should also read the terms and conditions and privacy policies of these other websites.
16. General Terms
16.1. Non-WaiverFailure by mddl to enforce any provision(s) of these Terms of Use will not be construed as a waiver of any provision or right.
16.2. Severability
If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
16.3. Governing Law & Jurisdiction
These Terms will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, and you submit to the exclusive jurisdiction of the courts in the Province of Alberta for the resolution of any disputes.
16.4. Compliance with Legal Requests
Without limiting the foregoing, we have the right to fully cooperate with any valid legal process from a law enforcement authority with jurisdiction that requests or directs us to disclose customer data or other information on the Platform. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.
16.5. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER LAW, MDDL AND ITS AFFILIATES, SUPPLIERS AND PARTNERS HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM OR ANY CONTENT PROVIDED BY OR THROUGH THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MDDL’S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (I) THE TOTAL AMOUNT PAID BY YOU TO MDDL IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (II) $1,000.
16.6. Indemnity
You agree to indemnify and hold harmless mddl and its affiliates, suppliers, partners, officers, agents, and employees from and against any third-party claim, demand, losses, damages or expenses (including reasonable legal fees) arising from: (i) your User Content; (ii) your negligent or willful misuse of the Platform; (iii) your material violation of these Terms of Use; or (iv) your violation of any rights of any third-party. We will provide prompt notice of any such claim and allow you to control the defense and settlement of such claim, provided that no settlement affecting mddl may be entered into without mddl's written consent.
16.7. Equitable Relief
You acknowledge that a breach of these Terms of Use may cause us irreparable damage, for which the award of damages would not be adequate compensation. Consequently, you agree that we may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and we may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.
16.8. Assignment
We are permitted to assign, transfer, and subcontract our rights and/or obligations under these Terms without any notification or consent to you. You are not permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.