Last Modified: 2022

END USER TERMS OF USE

These End User Terms of Use (these “Terms”) govern your (“you” or “your”) access and use of the Mini City Inc. (“Mini City”, “we”, “us” or “our”) software as a services platform and related tools designed to help users obtain legal forms of identification and to assist social care organizations in managing relationships with user and any other services that we provide to you in connection therewith (collectively, the “Services”). Even though you may be accessing and using the Services with the assistance or through a relationship with a Care Center (as defined below), these Terms apply to you as a user of the Services.

These Terms for a legally binding contract between you and us. If you access or use the Services or continue accessing or using the Services after being notified of a change to these Terms, you confirm that you have read, understand and agree to be bound by these Terms. BY CLICKING THE “ACCEPT” BUTTON, BY CHECKING THE APPROPRIATE BOX TO ACCEPT THIS AGREEMENT, OR BY ACCESSING THE MINI CITY SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF SOUND MIND AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT (18 YEARS OF AGE OR OLDER); AND (C) ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT IT, AND DO NOT ACCESS OR USE THE MINI CITY SERVICES.

1. Care Center Contract. You are an authorized user of the Care Center of the Services whether as an employee of the Care Center or a user of the Care Center’s services. For the purposes of these Terms, a “Care Center” is an organization or other third party that has entered into a separately agreed, written Master Software and Services Agreement with us (the “Contract”) that permitted the Care Center to invite you to use the Services (each invitee granted access to the Services, including you, is an “End User”). The Contract contains our commitment to deliver the Services to the Care Center, who may then invite End Users to access the Services. When an End User (including, you) submits content or information to the Services (“Care Center Data”), you acknowledge and agree that the Care Center Data is owned by the Care Center and the Contract provides the Care Center with many choices and control over that Care Center Data.

2. Relationship Between You, the Care Center, and Us. AS BETWEEN US AND THE CARE CENTER, YOU AGREE THAT IT IS SOLELY THE CARE CENTER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY END USERS OF ANY RELEVANT CARE CENTER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CARE CENTER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS, OR CONSENTS FROM YOU AND ANY END USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CARE CENTER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CARE CENTER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY END USER RELATING TO OR BASED ON CARE CENTER DATA, THE SERVICES OR THE CARE CENTER’S FAILURE TO FULFILL THESE OBLIGATIONS. MINI CITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

3. End User Restrictions.

3.1 Legal Age. To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age

and are the intended recipient of the Care Center’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

3.2 Terminate Your Account. These Terms remain effective until the Care Center’s subscription for you expires or terminates, or your access to the Services has been terminated by the Care Center or us. Please contact the Care Center if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms.

3.3 Acceptable Use.
(a) You represent and warrant to us that you will:

  1. (i)  permit any third party that is not an End User to access or use a username or password for the Services;

  2. (ii)  share, transfer, or otherwise provide access to an account designated for you to another person;

  3. (iii)  use the Services to store or transmit any Care Center Data that may infringe upon or misappropriate someone else’s trademark, copyright, or other intellectual property, or that may be tortious or unlawful;

  4. (iv)  upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of Mini City or any third party;

  5. (v)  attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);

  6. (vi)  attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;

  7. (vii)  access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services;

  8. (viii)  use the Services in any manner that may harm minors or that interacts with or targets people under the age of thirteen;

  9. (ix)  engage in activity that incites or encourages violence or hatred against individuals or groups;

  10. (x)  impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other End User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;

  1. (xi)  access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);

  2. (xii)  send unsolicited communications, promotions or advertisements, or spam;

  3. (xiii)  place any advertisements within a Mini City client;

  4. (xiv)  send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;

  5. (xv)  send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";

  6. (xvi)  sublicense, resell, time share or similarly exploit the Services;

  7. (xvii)  use the Services for consumer purposes, as Mini City is intended for use by businesses and organizations;

  8. (xviii)  use contact or other user information obtained from the Services (including email addresses) to contact End Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for End Users for use outside of the Services; or

  9. (xix)  authorize, permit, enable, induce or encourage any third party to do any of the above.

(b) If we believe a violation of the policy is deliberate, repeated or presents a credible risk of harm to other users, our CARE CENTERs, the Services or any third parties, we may suspend or terminate your access.

4. Limitation of Liability. If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by the Care Center’s removal of certain Care Center Data or taking other action, we will, in most cases, ask the Care Center to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if the Care Center does not take appropriate action or we believe there is a credible risk of harm to us, the Services, End Users, or any third parties. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CARE CENTER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.

5. Survival. The sections titled “The Relationship Between You, Care Center, and Us,” “Limitation of Liability,” and “Survival,” and all of the provisions under the general heading “Miscellaneous” will survive any termination or expiration of these Terms.

6. Miscellaneous.
6.1 Privacy Policy. Please review our Privacy Policy for more information on how we collect

and use data relating to the use and performance of our products.

6.2 Modifications. As our business evolves, we may change these Terms. If we make a material change to these Terms, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of these Terms at any time by visiting this page. Any material revisions to these Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

6.3 Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

6.4 Severability. These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

6.5 Assignment. You may not assign any of your rights or delegate your obligations under these Terms whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

6.6 Governing Law; Venue; Fees. These Terms and any disputes arising out of or related hereto will be governed exclusively by the same applicable governing law of the state of Georgia, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in Fulton County, Georgia will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms, or its formation, interpretation, or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

6.7 Entire Agreement. The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., our Privacy Policy). The Care Center will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

6.8 Contacting Mini City. Please also feel free to contact us if you have any questions about these Term. You may contact us at hello@minicity.com.