Disclosures

Introduction - This Program Ended on July 23, 2021

Last Modified: July 23, 2021

Vimvest, LLC, a Florida limited liability company (“Vimvest” or the “Company”) is a registered investment advisor specializing in combining goal-based investing, saving and giving into an unified financial planning experience (collectively, the “Services”). Before using or referring clients to the Services offered by Vimvest and those of its subsidiaries and affiliates, these terms and this agreement (“Agreement”) should be read carefully.

Referral Bonus & Registration Bonus

The Company hereby agrees to pay “Referrer” a Referral Fee of $5 U.S. Dollars (the “Referral Bonus”) for each of Vimvest’s clients (“Client”) who (1) registers for the Services as a result of the Referrer (“Registration”) and (2) holds an account in good standing. All Referral Bonuses earned by the Referrer shall be due and payable by the Company to the Referrer after ten (10) business days of the client’s Registration, provided however that if Client cancels his or her registration within thirty (30) days of his or her initial registration, no Referral Bonus will be due and payable to Referrer. Client will also earn $5 as a bonus for its Registration as a client during the Registration Period and remains a Client for a period of at least 30 days after Registration.

Bonus and Registration Bonus programs are a limited time offer. Referral Bonuses and Registration Bonus are in the form of a $5 deposit into the initial Investment or Saving account with Vimvest. The Referral Bonus is applied once Registration is complete. This requires that the account be approved and that both parties have completed a first deposit into an Investment or Saving account with Vimvest. To be eligible for the Referral Bonus, the person or persons you refer must use your personal Referral Code when they sign up, or upon completing Registration. If an ACH deposit is reversed from a connected account/bank, all bonuses will be subject to suspension.

Vimvest defines an account in good standing as a verified Investment or Saving account with a successful initial deposit in the minimum amount of $5 with no other suspensions. Referrals who close their account before 30 days, or make any transaction which results in a reversal from their bank will not qualify for the Referral Bonus. To be eligible for the Referral Bonus, the persons you refer must use your personal Referral Code upon sign up.

Vimvest reserves the right to restrict or revoke this offer at any time. Referral Bonus amounts are subject to change at the discretion of Vimvest, LLC. Furthermore, Vimvest may from time to time implement incentive or promotional programs where additional compensation may be offered. Incentive or promotional programs and the associated reward amounts may be changed, revoked, or terminated at the sole discretion of Vimvest.

Notwithstanding the foregoing, the Company retains the right to reject a Referral for any reason or for no reason. Each Referral Bonus paid with respect to a specific Referral shall be considered complete consideration for such Referral. Referrer shall be responsible for any and all income and other taxes applicable to it in connection with the receipt of the Referral Bonus as an independent contractor of the Company. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by the Company.

Referrals

As a component of the Referral, the Referrer: (i) shall perform his or her duties in a manner consistent with the instructions of the Company and the Investment Advisers Act of 1940, as amended (the “Act”); and (ii) shall communicate regularly with the Company regarding any progress the Referrer has made in obtaining Referrals.

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• Client acknowledges that Referrer has entered into an agreement with the Company, a registered investment advisor, where the Company has agreed to pay Referrer a fee in exchange for enrolling clients in the Company’s services. Referrer is not an employee or otherwise affiliated with the Company. The Company has agreed to pay Referrer a fee for these solicitation services. The fee is $5 U.S. Dollars for every client who is referred to the Company by Referrer up to twenty (20) clients, or $100 U.S. Dollars per calendar month. The Company pays this fee to Referrer out of its investment management fee. This means that Client does not pay any additional fees as a result of Referrer’s solicitation services. Company website will contain the Company’s current “brochure” containing all information required by Part 2 Form ADV (the “Brochure”). All important disclosures about the Company’s investment management services, fees, and conflicts of interest are in the Brochure. Client hereby acknowledges Client’s consent to this Referral Bonus Disclosure as well as to the Brochure.

Representations and Warranties of Referrer

The Referrer hereby represents and warrants that the Referrer: (i) is not a person subject to a Securities and Exchange Commission (the “Commission”) order issued under section 203(f) of the Act; (ii) is not a person convicted within the previous ten years of any felony or misdemeanor involving conduct described in section 203(e)(2)(A) through (D) of the Act; (iii) is not a person who has been found by the Commission to have engaged, or has been convicted of engaging, in any of the conduct specified in paragraphs (1), (5) or (6) of section 203(e) of the Act; (iv) has the right to enter into this Agreement; (v) is not a party to any agreement, contract, or understanding that would prevent, limit or hinder his/her performance of this Agreement; (vi) will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder; and (vii) is not a party to any pending claims or litigation which might affect his/her performance of this Agreement.

Representations and Warranties of Company

The Company hereby represents and warrants that the Company: (i) is registered under the Act; (ii) has the right to grant the rights and licenses granted herein; (iii) is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance under this Agreement; and (iv) is not a party to any pending claims or litigation which might affect its performance under this Agreement.

If you do not want Vimvest to collect this information, you may opt out at anytime by contacting Vimvest at privacy@vimvest.com or by using the opt-out feature in the operating system on your phone.

Limitation of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED AND OTHER OBLIGATIONS UNDERTAKEN HEREUNDER, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF REFERRER HAS BEEN INFORMED OF SUCH PURPOSE), OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. FURTHER, THE COMPANY DOES NOT MAKE ANY WARRANTY THAT THE QUALITY OF THE SERVICES PURCHASED OR OBTAINED BY A CLIENT AFTER A REFERRAL WILL MEET SUCH CLIENT'S EXPECTATIONS.

Information Collection Technologies

The technologies Vimvest or its third-party services use for automatic information collection may include cookies (or mobile cookies).  A cookie is a small file placed on your smartphone. It may be possible to refuse to accept mobile cookies by activating the appropriate setting on your smartphone. However, if you select this setting you may be unable to access certain parts of this App.

Indemnification

Each of the Company and the Referrer (an “Indemnifying Party”) shall indemnify, defend and hold harmless the other (the “Indemnified Party”), its affiliates, and each of their directors, officers, employees, and agents from and against all claims, suits and proceedings and any and all related liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) (collectively, “Losses”) incurred by the Indemnified Party, relating to or arising out of the breach by the Indemnifying Party of any of its duties, obligations, representations or warranties under this Agreement. An Indemnified Party will (i) promptly notify the Indemnifying Party of any claim, suit, or proceeding for which indemnity is claimed (but the Indemnifying Party shall be relieved from liability only to the extent any delay in providing such notice prevents the Indemnifying Party from defending such claim, suit or proceeding); (ii) cooperate reasonably with the Indemnifying Party at the Indemnifying Party's expense; and allow the Indemnifying Party to control the defense or settlement thereof. The Indemnified Party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense.

Limitation of Liability

NEITHER THE COMPANY NOR THE REFERRER WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

Confidentiality

Referrer, Client and Company, and either of their affiliates, and their or their affiliates' officers, directors, trustees, employees, advisers, agents and other personnel, shall use at least the same care and discretion to prevent disclosure of Confidential Information (as hereinafter defined) of the other party as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care. Either party may use Confidential Information of the other party in order to carry out its obligations hereunder, but in doing so will only allow dissemination of Confidential Information internally on a need-to-know basis (provided such persons are first informed of the confidential nature of such information and directed to use or disclose it only as permitted herein). If either party must disclose any Confidential Information of the other party as required by law, then that party may make such disclosure after providing the other party with reasonable notice so that the other party may seek protective relief. Nothing herein shall be construed as granting either party any property rights, by license or otherwise, to any Confidential Information of the other party, or to any invention or any patent, copyright, trademark, or other intellectual property right of the other party except as specifically provided for in this Agreement. Neither party shall make, have made, use or sell any product or service or other item using, incorporating or derived from any of the other party's Confidential Information except as provided in this Agreement. For purposes of this Section, “Confidential Information” means (1) business or technical information or data (oral, written, electronic or otherwise), including, without limitation, a trade secret (as defined under applicable law), of or about a party provided or made available by such party to the other party that is competitively or commercially valuable to that party and not generally known or readily available by legal means to others, and (2) information regarding the existence, content or status of the business relationship described herein. Confidential Information shall not include information which (i) at the time of disclosure, was published, known publicly, or otherwise in the public domain, (ii) after disclosure, is published, becomes known publicly, or otherwise becomes part of the public domain through no fault of the party receiving the Confidential Information, (iii) prior to the time of disclosure, is known by that receiving party or, after disclosure, is independently developed by that receiving party as evidenced by its written records, (iv) after disclosure, is made available to that receiving party in good faith by a third party who is under no obligation of confidentiality or secrecy to the party disclosing the Confidential Information, or (v) information agreed to be disclosed in accordance with this section regarding confidentiality.

Work for Hire

Referrer expressly acknowledges and agrees that any work prepared by the Referrer under this Agreement shall be considered "work for hire" and the exclusive property of the Company unless otherwise specified. To the extent such work may not be deemed a "work for hire" under applicable law, the Referrer hereby assigns to the Company all of its right, title, and interest in and to such work. The Referrer shall execute and deliver to the Company any instruments of transfer and take such other action that the Company may reasonably request, including, without limitation, executing and filing, at the Company's expense, copyright applications, assignments , and other documents required for the protection of the Company's rights to such materials.

Use of Trademarks

Referrer recognizes the Company's right, title, and interest in and to all service marks, trademarks, and trade names used by the Company and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company's right, title, and interest therein, nor shall the Referrer cause diminishment of value of said trademarks or trade names through any act or representation. The Referrer shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, or trade names, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, whether by expiration or otherwise, the Referrer shall cease to use all of the Company's trademarks, marks, and trade names.

Termination

The Company may terminate this Agreement at any time (Terminated on July 23, 2021), with or without cause, with or without notice, effective immediately. Referrer may terminate this Agreement for any reason or no reason, at any time, upon notice to the Company. Referrer’s termination notice will be effective upon the Company processing the notice. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Governing Law and Arbitration

This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by Referrer and the Company, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. CLIENT AND REFERRER EACH AGREE THAT IT MAY BRING CLAIMS AGAINST THE COMPANY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Notifications and Communications

For purposes of communicating with Client or Referrer, notice shall consist of an email from us to an email address associated with Client’s or Referrer’s account. Client and Referrer each also agree that the Company may communicate with Client or Referrer, as applicable, through other means including email, cellular telephone, telephone or delivery services including the U.S. Postal Service. Client and Referrer each agree that the Company shall have no liability associated with or arising from either party’s failure to maintain accurate contact information.

Integration and Severability

This Agreement is the entire agreement between Referrer and the Company with respect to client Registrations and Referral Bonuses, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Referrer and the Company with respect to all Referrals. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

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Last Modified: February 2022

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THESE TERMS OF USE (THESE “TERMS OF USE”) GOVERN EACH PERSON WHO ACCESSES OR USES IN ANY WAY THE WEBSITE LOCATED AT HTTPS://WWW.MONORAIL.COM (THE “WEBSITE”) OR ANY GOODS OR SERVICES THROUGH IT. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE YOU DO SO. BY USING THE WEBSITE, BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS OF USE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, OR BY USING ANY GOOD OR SERVICE PROVIDED THROUGH THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE ON BEHALF OF YOURSELF AND YOUR HEIRS, ASSIGNS, SUCCESSORS, EXECUTORS, ADMINISTRATORS, AND ESTATE. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE IN ANY WAY THE WEBSITE OR ANY GOODS OR SERVICES OFFERED THROUGH THE WEBSITE. THESE TERMS OF USE REQUIRE THE USE OF LITIGATION IN FRONT OF A JUDGE TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS

Acceptance of the Terms of Use

The Website is operated by Vimvest, LLC d/b/a/ Monorail, a Florida limited liability company (“Company”).  These Terms of Use, together with any other terms and policies applicable to the Website (including, without limitation, the Terms of Service and the Privacy Policy, each as defined below) (all of such terms and policies that apply to the Website, together with these Terms of Use, the “Governing Terms”), which are hereby incorporated into and made a part of these Terms of Use, govern your access to and use of the Website, including any content, functionality, goods, and services that originate through the Website, whether as a guest or registered user and whether accessed via the web, mobile, or otherwise.  Capitalized terms used but not defined in any other Governing Term will have the definitions assigned to such terms in these Terms of Use.

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The Website and any goods or services that originate through it are offered and available only to users who are of legal age to form a binding contract; reside in the United States or any of its territories or possessions; and are not otherwise prohibited from accessing or using the Website or any of its contents, goods, or services. BY USING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU MEET ALL OF THE FOREGOING ELIGIBILITY REQUIREMENTS. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE WEBSITE.

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If you are also a party to any other agreements with Company or its affiliate, unless otherwise explicitly stated in these Terms of Use, these Terms of Use will not amend, revise, or otherwise change the terms and conditions in those agreements, including any privacy obligations you might have under those agreements.

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Changes to the Terms of Use

These Terms of Use, together with any other Governing Terms, may be revised or updated from time to time at Company’s sole discretion. The latest version of each Governing Term will be posted on the Website, and you should review the then-current Governing Terms before using the Website or purchasing or using any good or service through the Website. All changes are effective immediately when Company posts them and apply to all access to and use of the Website thereafter.

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Your continued use or access of the Website or any good or service offered through the Website after a posted change in a Governing Term will constitute your acceptance of and agreement to such changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

Company reserves the right to withdraw or amend the Website, or any good, service, or material Company provides on the Website, in Company’s sole discretion without notice. Company will not be liable if for any reason all or any part of the Website or any good or service offered thereon is unavailable at any time or for any period. From time to time, Company may restrict access to the Website or certain parts thereof to certain users, including certain registered users.

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You are responsible for:

• making all arrangements necessary for you to have access to the Website and
• ensuring that all persons who access the Website through your internet connection or otherwise with Your assistance are aware of these Terms of Use and comply with them.

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To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.

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If you choose or are provided with a username, password, or any other information as part of Company’s security procedures, you must treat such information as confidential and you must not disclose it to any other person or entity. If any of this information is lost or forgotten, you may lose access to the Website and any goods or services offered through it. Company is not responsible for any such losses. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website or portions of it using your username, password, or other security information. You agree to notify Company immediately of any actual or suspected unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Company has the right to disable any username, password, or other identifier, whether chosen by you or provided by Company, at any time in Company’s sole discretion for any or no reason, including if, in Company’s opinion, you have violated any provision of a Governing Term.  

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Unfortunately, the transmission of information via the internet is not completely secure. Although we endeavor to protect your information, we cannot guarantee the security of information transmitted to or from the Website. Any transmission of information through the Website is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

Intellectual Property Rights

Names and logos (including the “Monorail” name and logo), product and service names, designs, slogans, and products on the Website may be protected by trademark, trade dress, copyright, or other intellectual property rights owned by Company or its affiliates or licensors.  You must not use these without the prior written permission of Company or its licensor or in any other way dilute, blur, or tarnish Company’s brand.

The Website and its entire contents, features, and functionality (including but not limited to all information, software, data, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Company, its affiliates, its licensors, or other providers of such material and may be protected by United States and international copyright, trademark, patent, trade secret, or other intellectual property or proprietary rights laws.

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These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Website or any good or service provided on the Website, in whole or in part, except as follows:

• your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
• you may store files that are automatically cached by your web browser for display enhancement purposes;
• you may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution;
• if Company provides desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by the End User License Agreement for such applications;
• if Company provides social media features with certain content, you may take such actions as are enabled by such features; and
• as otherwise explicitly allowed by these Terms of Use or any other Governing Term.

You must not:

• modify any materials from the Website;
• reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Website or any good or service offered through the Website, in whole or in part;
• use any illustrations, photographs, video, audio, or any graphics separately from the accompanying text; or
• delete, falsify, misrepresent, or alter any copyright, trademark, or other proprietary rights notice from materials from the Website.

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You must not access or use for any commercial purposes any part of the Website or any good, service, or material available through the Website.

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If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of these Terms of Use, your right to use the Website will cease immediately and you must, at Company’s option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

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Prohibited Uses

You may use the Website and the goods and services that originate through it only for lawful purposes and in accordance with the Governing Terms. Without limiting the generality of the foregoing, you agree not to use the Website:

• in any way that violates any applicable federal, state, local or international law, statute, or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries);
• for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
• to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
• to impersonate or attempt to impersonate Company, a current or past Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); or
• to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by Company, may harm Company or third parties or expose them to liability.

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Additionally, you agree not to:

• use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real-time activities through the Website;
• use any robot, web scraping or scraping method, data mining, spider, other similar data gathering or extraction methods, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
• use any manual process to monitor or copy any of the material on the Website or for any other purpose not expressly authorized in the Governing Terms;
• use any device, software, or routine that interferes with the proper working of the Website;
• introduce any harmful content such as malware, viruses, trojan horses, worms, logic bombs, time bombs, or other material that is malicious or technologically harmful;
• attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website;
• attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or
• otherwise attempt to interfere with the proper working of the Website.

Monitoring and Enforcement; Termination

Company has the right to:

• take appropriate circumstances to disable, block, or terminate the accounts of users who are repeat infringers of its Governing Terms; and
• terminate or suspend your access to all or part of the Website for any or no reason.

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YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. Company does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Company disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website or by anyone who may be informed of any of its contents.

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The Website may include content provided by third parties, including materials provided by other users, bloggers, third-party licensors, syndicators, aggregators, or reporting services. All statements and opinions expressed in those materials, and all articles and responses to questions and other content, other than the content provided by Company, are solely the opinions and the responsibility of the person or entity providing those materials. Those materials do not necessarily reflect the opinion of Company. Company is not responsible, or liable to you or any third party, in any way for the content or accuracy of any materials provided by any third parties.

Changes to the Website

Company may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and Company is under no obligation to update such material.

Feedback

If you send or transmit any communications or materials to Company with suggestions, recommendations, questions, or the like relating to changes to the Website or its goods or services (collectively, “Feedback”), including without limitation, new features or functionality relating thereto, Company is free to use such Feedback irrespective of any other obligation or limitation governing such Feedback. You hereby assign to Company all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, the Feedback, including any ideas, know-how, concepts, techniques, or other intellectual property rights contained therein, for any purpose whatsoever, although Company is not required to use any Feedback.

Information About You and Your Visits to the Website

All information that you provide on or through the Website, or that is otherwise collected through the Website, in each case whether it is yours or a third party’s, is subject to Company’s Privacy Policy found at [LINK TO PRIVACY POLICY]  (the “Privacy Policy”), which is hereby incorporated into these Terms of Use. By using the Website, you consent to, and represent that you have obtained the applicable third parties’ consent to all, actions taken in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions

All purchases through the Website or other transactions for the sale of goods or services from Company are governed by the Terms of Service found at [LINK TO TERMS OF SERVICE]  (the “Terms of Service”), which are hereby incorporated into these Terms of Use.

Linking to the Website and Social Media Features

You may link to the Website, provided you do so in a way that is fair and legal and does not damage Company’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Company’s part without Company’s express written consent.

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The Website may provide certain social media features that enable you to:

• link from your own or certain third-party websites to certain content on the Website or
• send emails or other communications with certain content, or links to certain content, on the Website.

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You may use these features solely as they are provided by Company, solely with respect to the content with which they are displayed, and otherwise in accordance with any additional terms and conditions Company provides with respect to such features. Subject to the foregoing, you must not:

• cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site (for example, framing, deep linking, or in-line linking);
• link to any part of the Website other than the homepage; or
• otherwise take any action with respect to the materials on the Website that is inconsistent with any other provision of the Governing Terms.

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You agree to cooperate with Company in causing any unauthorized framing or linking immediately to stop. Company reserves the right to withdraw linking permission from any person without notice.

Company may disable all or any social media features and any links at any time without notice in its discretion.

Links from the Website

If Company provides links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Company has no control over the contents of those sites or resources; does not endorse their activities, goods, or services; and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

Company is based in the State of Florida in the United States. Company provides the Website for use only by persons located in the United States. Company makes no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that Company cannot and does not guarantee or warrant that any files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output and for maintaining a means external to the Website for any reconstruction of any lost data.

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TO THE FULLEST EXTENT PROVIDED BY LAW, NEITHER COMPANY NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY GOODS OR SERVICES OBTAINED THEREBY OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT OR ON ANY WEBSITE LINKED TO IT.

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YOUR USE OF THE WEBSITE, ITS CONTENT, AND ALL GOODS OR SERVICES OBTAINED THROUGH THE WEBSITE ARE AT YOUR OWN RISK. THE WEBSITE, ITS CONTENTS, AND ANY GOODS OR SERVICES OBTAINED THEREBY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND DEFECTS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, (A) COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ALL KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, FITNESS FOR PARTICULAR PURPOSE, COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, QUIET ENJOYMENT, AND AVAILABILITY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE, AND (B) NEITHER COMPANY NOR ANY PERSON OR ENTITY ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENTS, OR ANY GOODS OR SERVICES OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, COMPLETE, RELIABLE, COMPATIBLE, ERROR-FREE, UNINTERRUPTED, OR WORK WITH ANY OTHER WEBSITES; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; THAT THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT THE WEBSITE OR ANY GOODS OR SERVICES OBTAINED THROUGH IT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS OR ACHIEVE ANY INTENDED RESULTS; OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL USES OF THE WEBSITE AND THE GOODS AND SERVICES THAT RESULT FROM ACCESS TO THE WEBSITE BY YOURSELF OR OTHERS TO WHOM YOU HAVE PROVIDED ACCESS, DIRECTLY OR INDIRECTLY, WHETHER SUCH ACCESS OR USE IS PERMITTED BY OR IN VIOLATION OF THIS AGREEMENT.

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TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL COMPANY, ITS AFFILIATES, OR ANY LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS, DIRECTORS, OR EQUITYHOLDERS OF THE FOREGOING BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR ANY WEBSITES LINKED TO IT; ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES; OR ANY GOODS OR SERVICES OFFERED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, IN ALL CASES INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE RELATED TO PERSONAL INJURY, PROPERTY DAMAGE, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS OR COSTS, LOSS OF BUSINESS OPPORTUNITIES OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF TIME, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, INCONVENIENCE, SHUTDOWN OR SLOWDOWN COSTS, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF THE BASIS FOR THE CLAIM (WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE), EVEN IF COMPANY IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

Indemnification

You agree to defend, indemnify, and hold harmless Company and its affiliates, licensors, and service providers, and its and their respective officers, directors, managers, equityholders, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any and all claims, liabilities, deficiencies, claims, actions, damages, judgments, settlements, interest, awards, penalties, fines, losses, costs, or expenses of whatever kind, and fees (including reasonable attorneys' fees) arising out of or relating to Your: (a) the violation of any Governing Term (including these Terms of Use); (b) use or misuse of the Website (including, but not limited to, any use of the Website's content, goods, or services other than as expressly authorized in these Terms of Use or any other Governing Term; use of any information obtained from the Website; or the violation of any law or regulation); or (c) gross negligence or willful misconduct.

Governing Law and Jurisdiction

All matters relating to the Website and any Governing Term (including these Terms of Use) and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

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Any legal suit, action, or proceeding arising out of, or related to, any Governing Term (including these Terms of Use) or the Website against Company shall be instituted and maintained exclusively in the state courts or the federal courts located in or for Sarasota, Florida. Company retains the right to bring any such suit, action, or proceeding against you in your country or state of residence or any other relevant country or state. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

No waiver by Company of any term or condition set forth in these Terms of Use or any other Governing Term shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under these Terms of Use or any other Governing Term shall not constitute a waiver of such right or provision.

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If any provision of these Terms of Use or any other Governing Term is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, a suitable and equitable provision will be substituted therefor to carry out the original intent as closely as possible, and the remaining provisions of these Terms of Use and the other Governing Terms will continue in full force and effect.

Equitable Relief

You acknowledge that a breach or threatened breach of any Governing Term would give rise to irreparable harm to Company for which monetary damages would not be an adequate remedy, and you hereby agree that, in the event of such a breach or a threatened breach, Company will, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or prove actual damages or that monetary damages will not afford an adequate remedy).

Further Assurances

You agree to, from time to time at the request of Company, without any additional consideration, furnish Company such further information; execute and deliver such additional documents, instruments, and conveyances; and take such other actions and do such other things, in each case as may be necessary or convenient for Company to carry out the provisions of the Governing Terms or to give effect to the transactions contemplated hereby.

Prevailing Party Attorneys’ Fees

In the event that any legal suit, action, or proceeding is instituted to enforce any Governing Term (or obtain any other remedy in respect of any breach of any Governing Term), the prevailing party in the suit, action, or proceeding will be entitled to recover from the other party, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including actual expenses, court costs, and attorneys' fees, including the prevailing party’s attorneys’ fees for litigating the amount of attorney’s fees.

Waiver of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO HAVE A JUDGE (RATHER THAN A JURY) RESOLVE ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING RELATING TO THIS WEBSITE, ANY GOVERNING TERM, OR TO YOUR RELATIONSHIP WITH COMPANY AND YOU WAIVE THE RIGHT TO A TRIAL BY JURY. YOU UNDERSTAND THAT THE RIGHT TO A TRIAL BY JURY IS A CONSTITUTIONAL RIGHT AND THAT THIS ELECTION TO HAVE A JUDGE, RATHER THAN A JURY, DETERMINE ALL CLAIMS IS A VOLUNTARY CHOICE.

Entire Agreement

These Terms of Use, together with any other documents expressly incorporated herein (including the other Governing Terms) constitute the sole and entire agreement between you and Company with respect to the Website and supersede all prior and contemporaneous understandings, communications, proposals, agreements, representations, and warranties, both written and oral, with respect to the Website and any goods or services that originate therefrom. In the event of any conflict between these Terms of Use and the terms of any other applicable Governing Term, the other Governing Term will apply.

Your Comments and Concerns

Company is located at 3322 Bee Ridge Road, Suite 100, Sarasota, FL 34239.

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All feedback, comments, requests for technical support, and other communications to Company relating to the Website should be directed to: support@monorail.com.