Terms of Service

1. MissionEdge.org Terms of Service 

These Terms and Conditions of Service (the “Terms of Service”) apply to the Site. Your use of the Site constitutes unconditional acceptance of these terms and conditions.

MESD, in our sole discretion, reserves the right to change or modify these Terms of Service, at any time. Your continued use of the Site following the posting of changes will constitute agreement to the changes.

Your Use of the Site

You may use the Site only in accordance with and subject to these Terms of Service and the Site’s Privacy Policy [link]. You may not use the Site for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity which infringes the rights of MESD or others. Notwithstanding any other rights or restrictions in these Terms of Service, you may not use the Site to: (a) transmit via or through the Site any information, data, text, images, files, links, or software except in connection with your authorized use of this Site or otherwise in response to specific requests for information by us; (b) introduce to the Site or any other computer or web site viruses, worms, Trojan horses and/or harmful code; (c) obtain unauthorized access to any computer system; (d) impersonate any other person, including but not limited to, a registered user of this Site or an employee of MESD or one of its affiliates; (e) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; (f) misrepresent the identity of a user or use a false e-mail address; (g) tamper with or obtain unauthorized access to this Site or any component of the Site or MESD servers; (h) conduct fraudulent activities; or (i) collect or harvest information regarding other users of the Site for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail.

Proprietary Rights

All materials on the Site that are created or provided by MESD, including, but limited to, text, graphics, logos, icons, and images, are the property of MESD or other content providers, and are protected by United States and foreign intellectual property laws. The compilation of all the content on this Site is the exclusive property of MESD and is also protected by United States and foreign intellectual property laws. You may download, view, copy, and print the materials on this Site for personal or internal business use only, provided that you do not remove or alter any trademark, service mark, or logo, or any copyright or other intellectual property notices. Except as provided above, you may not download, view, copy, print, reproduce, distribute, republish, display, post, transmit, or modify any material, or portion thereof, located on the Site, or resell access to the Site, in any form or by any means without our prior written consent.

We reserve the right to revoke any of the rights granted in these Terms of Service at any time, and those rights automatically terminate if you violate any of these Terms of Service. Unauthorized use of any material on the Site may violate copyright law, trademark law, and other laws of the United States and other jurisdictions. Use of the content and materials for any purpose not expressly permitted in these Terms of Service is prohibited. 

All rights not expressly granted in these Terms of Service are reserved. 

Legal Information and Dispute Resolution

Waiver and Indemnification. You agree to defend, indemnify, and hold harmless MESD, our affiliates, customers, clients, and partners and their respective directors, officers, employees, independent contractors, agents, and other representatives for, from, and against any losses, liabilities, suits, claims, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees and expenses) directly or indirectly resulting from, arising out of, relating to or in connection with: (1) your violation of these Terms of Use: and/or (2) your use of the Site. This paragraph is intended to be applicable to the maximum extent allowed by law. You, as well as your personal representatives, assigns, heirs, executors, and successors hereby fully and forever release, waive, and discharge You also hereby waive and release any claim against MESD or any of its affiliates, vendors, partners, parent companies, and each of their officers, directors, employees, agents, attorneys, and insurers from any claim for personal injury, including death, sustained by you or anyone else while using the Services or as a result of using the Services. 

Equitable Relief. You acknowledge and agree that breach of these Terms of Service will result in irreparable harm that would be difficult to measure; and, therefore, that upon any such breach or threat of such breach, MESD shall be entitled to seek injunctive and other appropriate equitable relief from any court of competent jurisdiction (without the necessity of proving actual damages or of posting a bond), in addition to whatever remedies it may have at law, under these Terms of Service, or otherwise.

Notice. Any notices or other communications provided by MESD under these Terms of Use, including those regarding modifications to these Terms of Use, will be given: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Communication made through the Site’s e-mail and messaging system will not constitute legal notice to us or any of our officers, employees, agents or representatives in any situation where notice to us is required by contract or any law or regulation.

Disclaimers. USE OF THE SITE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS OR THE RELIABILITY OF THE SITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON THE SITE SHALL BE AT YOUR SOLE RISK. THE SITE IS PROVIDED “AS AVAILABLE” AND “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE). SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. OTHERWISE, THIS PARAGRAPH IS INTENDED TO BE APPLICABLE TO THE MAXIMUM EXTENT ALLOWED BY LAW.

Limitation of Liabilities. MESD  WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MESD  HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL MESD’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO MESD OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MESD AND YOU. 

Governing Law and Forum Choice. These Terms of Use and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in the “Dispute Resolution” Section, the exclusive jurisdiction for all Disputes that you and MESD are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and MESD each waive any objection to jurisdiction and venue in such courts.

Dispute Resolution

Mandatory Arbitration of Disputes. You and MESD each agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and MESD agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms of Use, and that you and MESD are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use. 

Exceptions and Opt-out. As limited exceptions to the “Mandatory Arbitration of Disputes” Section above: (1) you may seek to resolve a Dispute in small claims court if it qualifies; and (2) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice within 30 days following the date you first agree to these Terms of Use.

Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms of Use. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. 

If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules.  If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

Class Action Waiver.  YOU AND MESD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  

Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.  If this specific provision is found to be unenforceable, then the entirety of this “Dispute Resolution” Section shall be null and void.

Effect of Changes on Arbitration. If we change any of the terms of this “Dispute Resolution” Section after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and MESD in accordance with the terms of this “Dispute Resolution” Section as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

Severability.  If an arbitrator or court of competent jurisdiction decides that any part of these Terms of Use is invalid or unenforceable, the other parts of these Terms of Use will still apply.

Events Beyond Control. Under no circumstances shall we be held liable for any delay or failure in the Service directly or indirectly resulting from, arising out of, relating to or in connection with events beyond our reasonable control, including, without limitation, Internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties. The provisions of this paragraph are in addition to, and not intended to limit or modify, the limitation of liabilities paragraph of these Terms of Use.

Governing Law. These Terms of Service shall be governed by and construed under the laws of the State of California, without regard to its conflicts of laws principles. Except as set forth in the “Equitable Relief” provision of these Terms of Service, the sole jurisdiction and venue of any action related to these Terms of Service shall be the California state courts and the United States federal courts in San Diego County, California, and you agree to submit to personal and exclusive jurisdiction of these courts.

Modification

MESD reserves the right to amend or terminate these Terms of Use & Privacy Policy at any time without notice.

Last Edited January 2023