Terms and Conditions

Mirrored Defense Corporation Website Terms of Service

Last Modified: August 1, 2024

OVERVIEW

These Terms of Service (“Terms” or “Agreement”) are between Mirrored Defense Corporation (“Company”, “we”, “us”, “our”) and you, for online interaction usage and ordering with Company; they govern all interaction, as well as the applicability of the Privacy Policy, additional terms, conditions and policies referenced herein, information that is hyperlinked throughout the Website and other Company information found on the Website and our digital points of engagement, including but not limited to posting and engagement with others on social media platforms (all of which are included for the sake of brevity, by reference, under Terms as used hereunder). Any changes to the Website, features or tools used by Company, or third-party integrations, will be subject to these Terms. By visiting our website https://mirroreddefense.com (“Website”) and signing up for any Services or purchasing any items with the Company, you are accepting these Terms. These Terms apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms carefully before accessing or using our Website. These Terms are a binding agreement between you and Company. If you are using the Website on behalf of a company or organization (an “Entity”), such Entity will also be considered a party to this Agreement and you represent and warrant that you have the authority to bind your company or organization to these Terms. Please read these Terms carefully before engaging with the Website and agreeing to any Services through Company. If you do not agree to all Terms, including those in the Privacy Policy, then you may not access the Website or otherwise engage with Company. Your access, usage and engagement signifies your acceptance of the Terms. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A WAIVER OF YOUR CLASS ACTION RIGHTS.

We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to the Website, in our sole discretion. It is your responsibility as the patron to review these Terms regularly to see if any Terms have changed, and to affirmatively alert Company via insert
method of alert, if you do not agree with the changes that have been made and would like any existing relationship with Company terminated.

SECTION 1 – GENERAL ENGAGEMENT AND USAGE CONDITIONS

You represent that you have read and agree to all terms under the Privacy Policy.
You represent that you have read and agree to all terms under these Terms.
You understand that a breach or violation of any of the Terms may result in an immediate termination
of your Services.

SECTION 2 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This Website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 3 – SERVICES

Subject to your compliance with this Agreement (including, without limitation, all payment obligations), Company hereby grants to you a limited, revocable, non-exclusive, nontransferable, and non-sublicensable (except to Affiliates) right, to access and use the software, tools and other services made available by Company through the Website (the”Services”). If you are agreeing to this Agreement on behalf of an Entity, such Entity’s Affiliates may also access and use the Services provided that such Affiliates agree to be bound by the terms of this Agreement, and the Entity remain fully liable for such Affiliates’ actions and omissions in connection with this Agreement as if the Entity had performed such acts and omissions itself. “Affiliate” means any means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

SECTION 4 – ORDER INFORMATION AND RETURNS

Recurring Billing. Services that are provided to you as Paid Services may be provided to you on a subscription basis for the length of term that you specified during the initial sign-up process or your first use (“Subscription Term”). All of your subscriptions to Paid Services with a Subscription Term will automatically renew for periods equal to your initial Subscription Term, and you will be charged at our then-current rates unless you cancel your subscription through the Services’ account dashboard prior to your next scheduled billing date.

In order to access those Services for which we require a fee (“Paid Services”) you will be required to provide Company with your credit card information (“Payment Method”). By providing a Payment Method you are authorizing us to charge your Payment Method on a monthly, annual, or pay-as-you-go basis, or as otherwise applicable for the fees associated with the Paid Services that you use. Any Payment Method that you provide us must be valid, and kept current by you during the Subscription Term. By providing us with a Payment Method, you represent and warrant that you are authorized to use such Payment Method. Company will begin billing your Payment Method for the Paid Services on the day that you begin using such Paid Services, regardless of whether you have fully configured the Paid Services as of that date.

Price Changes. We reserve the right to change the fees that we charge for the Service, at any time in our sole discretion, provided that we give you at least thirty (30) days’ prior notice of such changes.Unless otherwise specified in such notice to you, any changes to the subscription fees will take effect in the billing period immediately following our notice to you.

No Refunds. FEES ARE NONREFUNDABLE. YOU WILL BE BILLED IN FULL FOR THE SUBSCRIPTION TERM IN WHICH YOU CANCEL AND NO REFUNDS WILL BE PROVIDED FOR THE UNUSED PORTION OF SUCH SUBSCRIPTION TERM. Following any cancellation, however, you will continue to have access to the Paid Services through the end of your current Subscription Term. We may, in our sole discretion, provide a refund, discount, or credit (“Credits”) to you in a specific instance, however the provision of Credits in a specific instance does not entitle you to Credits in the future for similar instances or obligate us to provide additional Credits.

Taxes. Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against Company as measured by our net income. Unless you provide us with evidence of an exemption, we will invoice you for such Taxes if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.

SECTION 5 – GENERAL SERVICES AND ORDER TERMS

Availability of Services. Certain Services may be available exclusively online through the Website. While we will use reasonable efforts to make the Services available on the Internet, you acknowledge that the Website and the Services may be unavailable due to routine maintenance, emergency maintenance, Internet and telecommunications outages and other events outside of our reasonable control.

Descriptions of Services. All descriptions of Services or services pricing are subject to change at any time without notice, in our sole discretion.

Limitation of Sale. We reserve the right to refuse any order, in our sole discretion. Any offer for any Service made on this site is void outside of the United States and where prohibited.

Modification, Discontinuation or Suspension of Services. We reserve the right at any time to modify or discontinue or suspend the sale Services without notice at any time. Should there be a substantial modification, or a discontinuation or suspension that results in lack of Services to provide, after fees have been paid, we will refund the amount that cannot be fulfilled. You agree that we shall not be liable, in whole or in part, for any change in performance resulting from this, or a similar, circumstance.

SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. You agree that we are not liable for a refund, replacement, or in any other capacity, should the information provided be inaccurate.

SECTION – 7 BETA SERVICES

From time to time, we may make non-production Services (“Beta Services”) that are under development available to you. You may access these Beta Services at your sole discretion. Beta Services are intended for testing purposes only, and may be subject to additional terms that will be presented to you at the time of sign-up or first use. Company is not obligated to provide you with support for the Beta Services or correct any bugs, defects, or errors in the Beta Services.
Unless otherwise stated, any Beta Services testing period will expire upon the earlier of one year from the testing start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue, suspend, or remove Beta Services (including any User Content stored as part of the Beta Services) or your access thereto at any time in our sole discretion and may never make them generally available. In the event that a version of a Beta Service becomes generally available without the applicable Beta Service designation, you may be permitted to continue using the generally available Services subject to additional terms as provided in the Agreement. You understand that any information you obtain regarding Beta Services is Company confidential information, and you agree not to disclose such information until a Beta Service becomes generally available, except as required by law, and to only use such information in connection with your use of the Beta Services. We will have no liability for any harm or damage arising out of or in connection with any Beta Services.

SECTION – 8 FREE AND TRIAL SERVICES

We may offer free or trial versions of the Services (“Free Services”) from time to time. With respect to each such Free Service, we will make each such Free Service available to you free of charge until the earlier of (a) the end of the free trial period (if applicable) for which you
registered to use the Free Service; (b) the start date of your Subscription Term for the Paid Services version of such Free Service; or (c) termination of the Free Service by Company in our sole discretion. We will have no liability for any harm or damage arising out of or in connection with any Free Services.

SECTION – 9 DATA PROCESSING AND SECURITY

Please see our Privacy Policy for information on data processing and security.

SECTION – 10 COMPLIANCE WITH LAWS

You will comply with all laws and regulations including, without limitation, the Computer Fraud and Abuse Act. You agree that you are responsible for determining whether use of the Service will satisfy your individual compliance obligations. You will not use the Service for any reason if you or any party that owns or controls you (if you are a legal entity), are subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority. You will not use the Service to export or re-export any information or technology to any country, individual, or entity to which such export or re-export is restricted or prohibited. You further acknowledge that performance of the Agreement may be subject to U.S. and non-U.S. anti corruption and anti-bribery Laws, rules, and regulations. You therefore covenants that you will make no payments, including charitable donations, of money or anything of value, nor will such be offered, promised or paid, directly or indirectly, to any person or entity (a) to improperly influence the acts of such person or entity, (b) to induce such person or entity to use its influence with a government to obtain or retain business, or (c) to gain an improper advantage in connection with any business venture or contract in which Company is a participant.

Government Restrictions. If you are an agency, department or entity of the United States Government (“Government”), you understands and agrees, that (a) your rights to use, reproduce, release, modify or disclose the Services, or any part thereof, is restricted in accordance with Federal Acquisition Regulation (“FAR”) 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7202 for military agencies, (b) the Services consists of “commercial computer software” and “commercial computer software documentation,” respectively, as defined in FAR Section 12.212 and DFARS Section 227.7202, or their successor provisions, as applicable and (c) use of the Services by any Government agency, department or other agency of the Government may further restricted as set forth in the Agreement.

SECTION 11 – TERMINATION OF USE; DISCONTINUATION AND MODIFICATION OF THE SERVICE

You will lose your license to use the Service if you violate any provision of this Agreement. Company reserves the right to investigate violations of this Agreement. We reserve the right to disable or limit your access to or use of the Service (“Suspend”) or terminate your user account upon receiving any number of DMCA notifications from content owners regarding your website(s), or upon learning through other means that you are a repeat infringer. We may at our sole discretion terminate your user account or Suspend or terminate your use or access to the Service at any time, with or without notice for any reason or no reason at all. If we determine you have breached Section 18, we may immediately Suspend or terminate all or part of your use of the Services, or limit End User access to certain of your resources through the Services. We also reserve the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. You may terminate your account at any time through the Service’s account dashboard.

SECTION 12 – OPTIONAL TOOLS

We may provide you with access to third-party tools (e.g. custom design software, content uploading, real time shipping, etc.) over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the Website is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new Services and/or features through the Website (including, the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms.

If you sign up for SMS advertising, you agree to receive recurring automated promotional and personalized marketing text (e.g., SMS and MMS) messages (e.g. cart reminders) from Company, including text messages that may be sent using an automatic telephone dialing system, to the
mobile telephone number you provided when signing up or any other number that you designate. Consent to receive automated marketing text messages is not a condition of any purchase. Msg & Data rates may apply. Message frequency will vary.

SECTION 13 – LINKS

Certain content and Services available via our Service may include materials from third parties. You understand that you are solely responsible for researching and agreeing to the Terms and the Privacy Policy, and any other governing information, for those third-parties, and agree that we are not liable for providing you with a hyperlink to any third-party; and if we provide a hyperlink to one third-party, we are not obligated to provide a hyperlink to all third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third parties.

We are not liable for any harm or damages related to the purchase of Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of our Website so long as (i) the link or your linking Website does not portray Company, our affiliates, or our products or services in a false, misleading, derogatory, or otherwise offensive matter; (ii) your linking Website complies with all applicable law and does not otherwise violate this Agreement or the rights of others; and (iii) your Website has, maintains and follows a privacy policy no less protective of user data than the privacy policy of this website. You may not use any Company logo or other proprietary graphic or trademark as part of the link without express written permission. We may revoke this license at any time, with or without cause, in which case you
agree to immediately remove the hyperlink. You may not link to any page other than the home page of this Website. Any link to our Website should be a full forward link that passes the client browser to our home page without barriers. The “back” button should return the visitor to the original site if the visitor wishes to back out.

SECTION 14 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 15 – PERSONAL INFORMATION

Your submission of and our collection of personal information is governed by our Privacy Policy. Click here to view our Privacy Policy.

SECTION 16 – ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Services that contains typographical errors, inaccuracies or omissions that may relate to Services descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if we believe there may be an error, inaccuracy or omission, at any time without prior notice (including after you have submitted your order). Should you become aware of such an issue before we do, you are solely responsible for providing us with written notice, indicating: (1) your date of access; (2) your method of access; (3) your intent of access; (4) the perceived issue, in detail; (5) your complete basis for believing that there is in fact, an issue; and (6) your desired outcome, with the understanding that no outcome is guaranteed and we will assess and respond in our sole discretion.

We undertake no obligation to update, amend or clarify information in the Service or on any related website, digital platform or other public dissemination, including without limitation, pricing information, except as required by law. No specified update or refresh date made available to the public or documented in some other fashion or internally should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 17 – PROPRIETARY RIGHTS

Company Rights. Company is the owner and/or authorized user of any registered or unregistered trademark, trade name and/or service mark appearing on the site, and is the copyright owner of the

Materials and Content on the Website, unless otherwise indicated. Company also owns or otherwise controls all visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, Services, and all other elements of the Service. The Company logos, designs, titles, phrases and product names and the copyrights, trademarks, service marks, trade dress and/or other intellectual property in such materials (collectively, “Company Intellectual Property”) are owned by Company and may be registered in the United States and internationally. You agree not to display or use the Company Intellectual Property in any manner without Company’ prior permission. Nothing on the Website should be construed to grant any license or right to use any Company Intellectual Property without the prior written consent of Company.

Except as otherwise provided herein, use of the Website does not grant you a license to any Materials and Content or features you may access on the Website and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Materials and Content, features or materials, in whole or in part. Any commercial use of the Website is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Materials and Content or screens for any purpose except as otherwise provided by Company. If you make use of the Website, other than as provided herein, in doing so you may violate copyright and other laws of the United States and/or other countries, as well as applicable state laws, and you may be subject to liability for such unauthorized use. The information on the Website including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law including, but not limited to, copyright law.

User Generated Content. Any and all content, comments, feedback, suggestions, ideas, concepts, questions, social media postings in which you tag or otherwise indicate Company in the post, or other communications (collectively “User Content”) that you submit or post on the Website or the Services shall be deemed non-confidential and non-proprietary. By submitting or posting any User Content, you grant to Company a perpetual, irrevocable, royalty-free, worldwide, sublicensable and transferable license to copy, publish, translate, modify, create derivative works from, distribute, reproduce or use the User Content in any commercial or non-commercial manner whatsoever. Company will be free to use any ideas, concepts, know-how or techniques contained in such User Content for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products that incorporate or otherwise rely upon such information and improving the Website and Services. Company shall have no obligation to monitor User Content, use or display User Content, compensate you for submitting User Content, or respond to any User Content. Company retains the right, in its sole discretion and without prior notice, to remove, revise or refuse to post any User Content for any reason or no reason.

By submitting User Content, you represent and warrant that you own the User Content and have all rights necessary to upload or use the User Content in connection with the Website and the Services and that the User Content does not (i) contain false or misleading information, (ii) infringe on the intellectual property rights of any third party, (iii) contain any libelous, defamatory, obscene, offensive, threatening or otherwise harassing content, (iv) contain any addresses, email addresses, phone numbers or any contact information or (v) contain computer viruses, worms or other harmful files. You are solely responsible for the User Content and you hereby agree to indemnify and hold Company and its employees, agents and affiliates harmless from any and all damages, claims, expenses, costs or fees arising from or in connection with a breach of any of the foregoing representations or your violation of any law or rights of a third party.

SECTION 18 – PROHIBITED USES

The Website may be used only for lawful purposes and is available only for your personal, noncommercial use, which shall be limited to viewing the Website, purchasing Services, providing information to the Website, and downloading Services information for your personal review. You are responsible for your own communications, including the transmission, posting, and uploading of information and are responsible for the consequences of such communications to the Website. Company specifically prohibits any use of the Website, and requires all users to agree not to use the Website, for any of the following:

POSTING ANY INFORMATION WHICH IS INCOMPLETE, FALSE, INACCURATE OR NOT YOUR OWN.
COMMUNICATING, TRANSMITTING, OR POSTING MATERIAL THAT IS COPYRIGHTED OR OTHERWISE OWNED BY A THIRD PARTY UNLESS YOU ARE THE COPYRIGHT OWNER OR HAVE THE PERMISSION OF THE OWNER TO POST IT.
COMMUNICATING, TRANSMITTING, OR POSTING MATERIAL THAT INFRINGES ON ANY OTHER INTELLECTUAL PROPERTY, PRIVACY OR PUBLICITY RIGHT OF ANOTHER.
ATTEMPTING TO INTERFERE IN ANY WAY WITH THE WEBSITE’S OR COMPANY’ NETWORKS OR NETWORK SECURITY, OR ATTEMPTING TO USE THE WEBSITE OR SERVICES SERVICE TO GAIN UNAUTHORIZED ACCESS TO ANY OTHER COMPUTER SYSTEM OR TO EXCEED AUTHORIZED ACCESS TO ANY OTHER COMPUTER SYSTEM.
ENGAGING IN CONDUCT THAT WOULD CONSTITUTE A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY CITY, STATE, NATIONAL OR INTERNATIONAL LAW OR REGULATION INCLUDING, WITHOUT LIMITATION, THE COMPUTER FRAUD AND
ABUSE ACT.
COMMUNICATING, TRANSMITTING, OR POSTING MATERIAL THAT REVEALS TRADE SECRETS, UNLESS YOU OWN THEM OR HAVE THE PERMISSION OF THE OWNER.
COMMUNICATING, TRANSMITTING, OR TRANSFERRING (BY ANY MEANS) INFORMATION OR SOFTWARE DERIVED FROM THE SITE TO FOREIGN COUNTRIES OR CERTAIN FOREIGN NATIONS IN VIOLATION OF ANY APPLICABLE EXPORT CONTROL LAWS.
COMMUNICATING, TRANSMITTING, OR POSTING MATERIAL THAT WOULD TRANSMIT A VIRUS, WORM, OR IN OTHER WAY, INHIBIT THE USAGE OF OUR OPERATIONS AND THIS WEBSITE AND SERVICES.
COMMUNICATING, TRANSMITTING, OR POSTING MATERIAL THAT IS IN VIOLATION OF APPLICABLE LAWS OR REGULATIONS.
PROVIDING ACCESS TO THE SERVICES TO ANY THIRD PARTY OTHER THAN YOUR EMPLOYEES AND AFFILIATES.
PROVIDING THE SERVICES TO THIRD PARTIES IN A SERVICE BUREAU ARRANGEMENT.
PROVIDING ACCESS TO THE WEBSITE OR THE SERVICES OUTSIDE OF THE UNITED STATES.
USING THE SERVICES TO RESEARCH THIRD PARTY WEBSITES NOT CONTROLLED BY YOU.

SECTION 19 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Company publishes information on its Website as a convenience to its visitors. While Company attempts to provide accurate and timely information, there may be inadvertent technical or factual inaccuracies and typographical errors. We reserve the right to make corrections and changes to the Website at any time without notice. The Services described on the Website may not be available in your region. Company does not claim that the information on the Website is appropriate to your jurisdiction or that the Services described in its Website will be available for purchase in all jurisdictions.

We do not warrant that the quality of any Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THIS WEBSITE AND THE SERVICES OFFERED AT THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. You assume all responsibility and risk with respect to your use of the Website, which is provided “AS IS.”

COMPANY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND ENDORSEMENTS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH REGARD TO INFORMATION ACCESSED FROM OR VIA THE WEBSITE, INCLUDING WITHOUT LIMITATION, ALL CONTENT AND MATERIALS, FUNCTIONS AND SERVICES PROVIDED ON THE WEBSITE, WHICH ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, UNINTERRUPTED ACCESS, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE WEBSITE OR ITS FUNCTION OR THE CONTENT AND MATERIALS OR THE SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. COMPANY MAKES NO WARRANTY THAT THE WEBSITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE WEBSITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

Company makes no warranties of any kind regarding any non-Company sites to which you may be directed or hyperlinked from this Website. Hyperlinks are included solely for your convenience, and Company makes no representations or warranties with regard to the accuracy, availability, suitability or safety of information provided in such non-Company sites. Company does not endorse, warrant or guarantee any Services offered or provided by or on behalf of third parties on the Website.

IN NO EVENT SHALL COMPANY OR ANY OF THEIR RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM OR IN ANY WAY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES, THE WEBSITE OR THE CONTENT AND MATERIALS OR FUNCTIONALITY ON OR ACCESSED THROUGH THE WEBSITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES OR ANY OTHER TYPE OF DAMAGE, TANGIBLE OR INTANGIBLE IN NATURE, EVEN IF COMPANY OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THIS LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN ALL INSTANCES, ANY CLAIM OF ACTION YOU MAY HAVE WITH RESPECT TO COMPANY OR THE WEBSITE MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF ACTION GIVING RISE TO THE CLAIM.

SECTION 20 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless Company and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out your use of the Website and the Services, your violation of applicable law, your violation of the Terms or the posting or transmission of any materials on or through the Website by you, including, but not limited to, any third-party claim that any information or materials you provide infringes any third party proprietary right.

SECTION 21 – SEVERABILITY

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 22 – TERMINATION

These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

We may terminate at any time, and if it is determined in our sole judgment that you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 23 – WAIVER

The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

SECTION 24 – MODIFICATIONS; VERSIONS

In the event that Company makes any future change to this arbitration provision (other than a change to Company ‘s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Company ‘s address for Notice, in which case your account with Company will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.

The authoritative version of this document is available at: mirroreddefense.com While translations of this document may be provided in multiple languages for your convenience, the English language version hosted at the link above is binding for all users of the Service.

SECTION 25 – ASSIGNMENT

You may not assign the Terms or any of your rights or obligations under the Terms without express written consent. The Terms inure to the benefit of Company’s successors, assigns and licensees.

SECTION 26 – HEADINGS

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 27 – ENTIRE AGREEMENT

These Terms, together with the Privacy Policy, or additional governing terms included on the Website or in other forms, which are identified as governing or are in some way instructional as to your engagement or order, constitute the entire agreement and understanding between you and us and govern your use of the Website, engagement with us directly or on public platforms, and your purchase of Services hereunder, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

SECTION 28 – GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the state of Minnesota. By consenting to these Terms, you agree that this Website is a passive site solely based in Minnesota, USA, which does not give rise to personal jurisdiction over Company in jurisdictions other than Minnesota. You agree that the Site, Terms, Privacy Policy and any dispute between you and Company shall be governed in all respects by Minnesota law, without regard to choice of law provisions.

Except where prohibited by applicable law, and without limitation to any statutory rights for consumers, you agree that all disputes, claims and legal proceedings directly or indirectly arising out of or relating to the Platform (including but not limited to the purchase of Company Services) shall be resolved individually, without resort to any form of class action, and exclusively in the state or federal courts located in Essex County, Minnesota, USA.

You consent to waive all defenses of “lack of personal jurisdiction” and “inconvenient forum” with respect to venue and jurisdiction in the state and federal courts of Essex County, Minnesota.

All claims shall be brought within one (1) year after the claim arises, except to the extent a longer period is required by applicable law.

SECTION 29 – ARBITRATION

Any dispute relating in any way to these Terms, your visit to the Site, or to any purchase, return or other transaction with Company shall be submitted to confidential arbitration in Minnesota. However, if you have in any manner violated or threatened to violate any Company’s Intellectual Property right, we may seek injunctive or other appropriate relief in any state or federal court in the state of Minnesota, or any other jurisdiction of Company’s choosing.

Please note that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a nonappearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Company for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

You consent to exclusive jurisdiction and venue in these courts. Any arbitration under this agreement and these Terms shall be conducted under the prevailing rules of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

SECTION 30 – CLASS WAIVER

Any Claim must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any entity or person not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION, HOWEVER, THEY UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION.

SECTION 31 – NOTICE

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (Minnesota time) on a Monday – Friday, excluding holidays (“Week Day”, (b) the next Week Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Week Day or later than 5:30 p.m. (Minnesota time) on any Week Day, (c) the second (2nd) Week Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

SECTION 32 – CONSENT TO ELECTRONIC COMMUNICATIONS

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

SECTION 33 – CONTACT INFORMATION

The Service is offered by Mirrored Defense Corporation, located at 6550 York Ave S, Edina, MN 55435. You may contact the Company by sending correspondence to the foregoing address or by at support@mirroreddefense.com. If you are a California resident, you may have this Agreement mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for this Agreement.