User Agreement


By using this website or clicking “Submit” or “Sign Up” or “Join” during the account creation process of this website, you conclude a legally binding agreement based on the terms of this User Agreement (“Agreement”) and You agree to become a User (“User”).


IF YOU DO NOT WANT TO BECOME A USER, DO NOT JOIN THIS WEBSITE AND DO NOT ACCESS, VIEW, DOWNLOAD OR OTHERWISE USE ANY OF OUR SERVICES.


By becoming a User, You acknowledge that You have read and understood the terms and conditions (“Terms”) in this Agreement and that You agree to be bound by all of its provisions. You must also comply with all applicable laws and the following Terms, which are incorporated into this Agreement.


Definitions

  • "Services" means any feature, service, or function available through the mFormer.com website and any information and communications provided or submitted as part of this Service.
  • "We" or "us" or "our" or "Indiemark" means Indiemark LLC, a Florida Limited Liability Corporation, the owner of the mFormer.com website and a legal entity exercising rights under this Agreement.
  • "User" or "You" or "Your" or means a person or legal entity who uses the Services. Legal entity, means any entity which is controlled by, or is under common control from,You. Where "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
  • "Supplier" means a User who uses the Services for the purposes of marketing, direct solicitation, business development, product sales, or promoting a User's professional offerings.
  • "Customer(s)" means a User who has requested a referral (hereafter “Referral”) of a Supplier from Us.
  • "Product(s)" means all services or products provided by a Supplier.
  • "Territory" means the Internet.
  • "Order(s)" means Products sold to the Customer by the Supplier.
  • "Request(s)" means the information provided by the Customer which may be sent to a Supplier by Us.

Service Eligibility

You represent and warrant that You (a) are not under the age of 18; (b) have not previously been denied access to our Services; (c) are not a direct competitor of Indiemark and do not provide similar Services; and (d) that You have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which You are a party. You also agree that You will provide all equipment and software necessary to use our Services.


License, Warrant and Usage of Submissions

If You choose to submit any information to us (including any inquires, Requests, Referrals, recommendations, content, suggestions, ideas, concepts, techniques and data), You must grant, and You actually grant by concluding this Agreement, a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that You submit to us, without any further consent, notice and/or compensation to You or to any third parties. By submitting any information to us, You represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights. You further agree to inform us in the event that any such information has changed since submitted any information to us and, if appropriate, You agree to make such modifications Yourself to the information You have provided to us.


We allow You to post content to our website (including about not limited to business profiles, recommendations, Requests, logos, articles, and Referrals). We cannot guarantee that other Users will not use the ideas and information that You share. Therefore, if You have an idea or information that You would like to keep confidential and/or don’t want others to use, do not post it on, or submit it to, this website. We are not responsible for a User’s misuse or misappropriation of any content or information You post on or receive from this website.


Prior to submitting any information to this website, You must decide the extent to which You wish to reveal information about yourself and/or the company You represent to other Users and to us and You must not communicate to us or and User any information the dissemination of which could be harmful to You and/or the company You represent.


We exercise no control over any content You or others Users submit while using the Services. We have no obligation to verify the identity of any Users or to supervise the content which has been provided by You or other Users. Should You believe that someone is misusing or otherwise appropriating Your information, You must immediately notify us.


Copyright Usage

Each User grants us a license to use the content supplied by on any Indiemark website. This license includes the right for us to reproduce, represent, adapt, translate, digitize, use for advertising purposes, whether commercial or non-commercial, to sub-license or to transfer the content concerning each User.


Each User expressly authorizes us to modify said content in order to conform to the display requirements of the Services or of any other communications media. These rights are granted throughout the world and Territory and for the entire term of this Agreement.


User's are prohibited from copying, reproducing or otherwise using the content relating to this website or other Users of our Services for any purpose at any time.


Referrals

If You decide to accept or request a Referral from us You agree that we are NOT responsible for and do not endorse any Supplier or Customer. Furthermore, if You transact business, communicate, or share any information any Supplier, Customer, and/or User while using the Services or Referrals, You do so at Your own risk.


If a You are a Supplier, that has been accepted into our Referral program and have received any Referral from us You must and do agree to pay to us a 15% sales commission on the total Order amount, in whole or in part, received excluding tax, shipping, or costs recouped from a Customer during each Customer’s first contract or transaction with You. Any alternative commission structures, percentages, or amounts must be pre-approved, in writing, by us. Furthermore You must agree that You will submit to us, using this website or other forms of communication as requested by us, updates on the status and outcome of each Referral you receive from us in a timely manner.


You agree to pay us within thirty (30) days of actual receipt of; (a) each Indiemark invoice or (b) each Order payment rendered to You. You will pay all related taxes. You will reimburse us for any collection costs and interest for any overdue amounts.


If over-billing results from mistakes in quantities or sales price or if any Product is returned and/or refused by a Customer, a proportionate amount of the commission previously earned by and paid to us with respect to the sale of such Product shall, at Your discretion, be (a) deducted from future commissions to be earned by us or (b) refunded to You within 14 days of written notice by You.


We reserve the right to suspend or terminate your participation in the Referral program with or without notice or cause at any time, termination of your participation shall not relieve You from any amounts owing.


Pre-paid Services

If You accept any services that we offer for a fee (hereafter “Pre-paid Services”) including but not limited to Featured Directory Listings, Web Advertising, and Email List Rental, You agree to pay all charges for Your use of these Pre-paid Services at the prices then in effect. All charges will be exclusive of sales or other taxes, except as required by law. We reserve the right to change prices at any time. All changes will emailed to You and/or posted by us at this website and You are responsible for regularly reviewing such pricing information to obtain timely notice of such changes. Non-Cancellation or continued use of any Pre-paid Service after changes are posted constitutes Your acceptance of the prices as modified by the posted changes.


PRE-PAID SERVICES FEES ARE PAYABLE IN ADVANCE, AND ARE COMPLETELY NON-REFUNDABLE.


Payment of any recurring Pre-paid Service fees, including but not limited to Featured Directory Listings, are billed and due monthly and, unless You have a qualified business account, must be made by the credit card designated by You for our use and transactions. If Your account is a qualified business account and is approved by us for corporate billing, certain charges may be accumulated and invoiced on a monthly basis.


Pre-paid Service fees are to be paid in the currency in which billed. If the payment method for any Pre-paid Service is by credit card and payment is not received by us from the card issuer or its agents, You agree to pay all amounts due upon demand by us. Each time You use our services, or allow or cause our services to be used, You agree and reaffirm that we are authorized to charge Your designated card. Your card issuer's agreement governs Your use of Your designated card in connection with us, and You must refer to such agreement (not this Agreement) with respect to Your rights and liabilities as a cardholder. You agree that we may (at our option) accumulate charges incurred during Your monthly billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that we may delay obtaining authorization from Your card issuer until submission of the accumulated charge(s). This means that accumulated charges may appear on the statement You receive from Your card issuer.


You agree that we may submit charges each month, without further authorization from You, until You provide prior notice (in accordance with our verification procedures, as may be established by us from time to time in our sole discretion) that You have terminated this authorization or wish to change Your designated card. Such notice will not affect charges submitted before we reasonably could act on Your notice. If You have any question regarding any charges that have been applied to any Pre-paid Service, You must contact us within 30 days of the charge date. Failure to use or derive value for any Paid Service will not be deemed a basis for refusing to pay any charges submitted by us in accordance with this Agreement. You will reimburse us for any collection costs and interest for any overdue amounts.


We reserve the right to suspend or terminate Your account without notice upon rejection of any card charges or if Your card issuer (or its agent or affiliate) seeks return of payments previously made to us when we believe You are liable for the charge. Such rights are in addition to and not in lieu of any other legal rights or remedies available to us.


Termination

You may terminate Your account, opt-out of participating in the Referral program, or cancel any Pre-paid Services (collectivity know as “Terminate”) by logging into this website and taking the appropriate action or by contacting us. You may Terminate your account for any or no cause, at any time. Any termination of Your account shall not relieve You from any amounts owing or any other liability accruing under this Agreement prior to the time that such termination becomes effective.


We may Terminate Your Account for any or no cause, at any time, with or without notice, which shall be effective immediately or as may be specified in the notice. For avoidance of doubt, Your use of the Services may be terminated by us or You. Termination of Your account may include disabling Your access to this website (including any content You or other Users submitted) and may also bar You from any future use of our Services. Upon termination, You may lose access to this website. The terms of this Agreement shall survive any termination.


Mobile Access

Certain parts of the Service may be available via Your mobile phone or accessible on Your mobile phone (“Mobile Services”). Use of the Mobile Services may result in charges imposed by Your wireless provider and You will be responsible for such charges. Therefore, You should check with your carrier to find out if the Mobile Services are available for Your mobile devices, and what restrictions, if any, may be applicable to Your use of such Mobile Services.


What You May Do

On the condition that You comply with all Your obligations under the Agreement, we grant You a limited, revocable, non-exclusive, non-assignable, non-sublicensable right to access, through a generally available web browser (but not any scraping, spidering, crawling or other technology or specialist software used to harvest data) to view information that we provide on this website as we intend such information to be used, and only in accordance with the Agreement and any specific terms of use that we make available to You. You may submit information to us at Your own risk of loss. We grant You no other rights, implied or otherwise.


What We Must And May Do

We shall provide (and seek to update, improve and expand, in similar and different new ways) the platform and service, through our proprietary tools, rules and protocols which we may update, improve, discontinue and change at any time, at our sole discretion.


We allow You to access this website as it may exist and be available on any given day. We have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue this website, partially or entirely. All of these changes shall be effective upon their posting on our site or by email communication to You. We reserve all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in this website and all related items.


We reserve the right to withhold, remove and or discard any content available as part of Your account, with or without notice. For avoidance of doubt, we have no obligation to store, maintain or provide You a copy of any content that You or other Users provide when using the Services.


This website may include links to third party web sites (“Third Party Sites”). We are not responsible for and do not endorse any advertising, products or other materials on or available from such web sites or resources.


You acknowledge and agree that we may send You important information and notices regarding the Service by email or through other means, including mobile or other hand held devices. You acknowledge and agree that we shall have no liability associated with or arising from Your failure to maintain accurate contact or other information, including, but not limited to, Your failure to receive critical information about the Service. You acknowledge, consent and agree that we may access, preserve, and disclose Your account and any other information You provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to Your requests for customer service; or (e) protect the rights, property, or personal safety of us, all Users and the public.


Indemnify us

You have to indemnify us and hold us harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to third party claims, charges or investigations, caused by (a) Your failure to comply with this Agreement, including, without limitation, Your submission of content that violates third party rights or applicable laws, (b) any content You submit to us or (c) any activity in which You engage on or through this website.


Notify us of acts contrary to the Agreement

If You believe that You are entitled or obligated to act contrary to this Agreement under any mandatory laws, You agree to provide us with a detailed request, 30 days prior written notice before You act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation.


Disclaimer

DO NOT RELY ON US, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR THIS WEBSITE AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.


TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOUARE DISSATISFIED OR HARMED BY US OR ANYTHING RELATED TO THIS WEBSITE, YOU MAY TERMINATE THE AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.


WE ARE NOT RESPONSIBLE, AND MAKE NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS THE TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH OUR WEBSITE TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED TO US SUCH MATERIAL, SERVICE, OR TECHNOLOGY.


WE DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF ANY USER, NOR DOES WE HAVE ANY OBLIGATION TO MONITOR THE USE OF THESERVICES BY OTHER PERSON OR USER; THEREFORE, WE DECLINE ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.


WE DO NOT GUARANTEE THAT THE SERVICES WHICH WE PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE SERVICES MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. WE DISCLAIMSALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MISFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THIS WEBSITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES LINKED TO THE INTERNET SERVICE PROVIDER, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON UNRELATED TO US.


Limitation of Liability

Neither Indiemark nor any of its affiliated companies, employees, shareholders, or directors (“Indiemark Affiliates”) shall be liable for any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to You or any third person arising from Your use of the Service or any of the content or other materials on, accessed through or downloaded from this website even if we are aware or have been advised of the possibility of such damages. The limitation of liability set forth in the preceding sentence shall apply regardless of whether You base Your claim on contract, tort, statute or any other legal theory, we knew or should have known about the possibility of such damages, or the limited remedies provided herein fail of their essential purpose, and not apply to any damage that Indiemark Affiliates cause You intentionally and knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be derogated from in this Agreement.


Florida Law and Arbitration

This Agreement and any disputes with us or any Indiemark Affiliate arising out of or relating to the Agreement (“Disputes”) shall be governed by Florida law.


Agreement to Arbitrate

Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Orlando, Florida, in English, with a written decision stating and legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration fees and reasonable attorneys’ fees of both parties to be borne by the party that ultimately loses.


General Terms

If any provision of the Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of the Agreement.


We may notify You via postings on www.mformer.com, email communication, or any other communications means to contact information You provide to us.


You agree that this Agreement constitutes the entire, complete and exclusive agreement between You and us regarding the Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.


We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.mformer.com or notifying You otherwise. If You do not want to agree to changes to the Agreement, You can terminate the Agreement at any time.


Our failure to act with respect to a breach by You or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any us shall be deemed legally binding, unless documented in a physical writing hand signed by a duly appointed officer of Indiemark.


In no event shall You seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service.


You may not assign or delegate any rights or obligations under the Agreement and any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially.


User DOs & DON’Ts

As a condition to access this website and use the Services You agree to this User Agreement and to strictly observe the following DOs and DON’Ts:


DO

  • comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
  • provide accurate information to us and update it as necessary;
  • keep Your password confidential;
  • review our Privacy Policy;
  • review and comply with notices sent by us concerning the Services;

DON’T

  • duplicate, license, sub-license, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit this website or the Services (excluding content posted by You) except as permitted in the User Agreement;
  • reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide this website, or any part thereof; utilize information, content or any data You view on and/or obtain from this website or the Services to provide any service that is competitive with us;
  • imply or state, directly or indirectly, that You are affiliated with or endorsed by us or this website unless You have entered in to a written agreement with us;
  • adapt, modify or create derivative works based this website or technology underlying the Services, or other User's content, in whole or part;
  • rent, lease, loan, trade, sell, re-sell access to this website or any information therein, or the equivalent, in whole or part;
  • use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages contained in this website;
  • use automated methods to submit listings, send messages or other permitted activities;
  • access, via automated or manual means or processes, this website for purposes of monitoring its availability, performance or functionality or for any competitive purpose;
  • engage in simulating the appearance or function of this website;
  • attempt to or actually access this website by any means other than through the interface provided by us;
  • attempt to or actually override any security component included in or underlying this website;
  • engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
  • remove, cover or otherwise obscure any form of advertisement included as part of this website;
  • use any information obtained from this website o our Services to harass, abuse or harm another person;
  • collect, use or transfer any information, including but not limited to, personally identifiable information obtained from this website or our Services except as expressly permitted in the Agreement or the owner of such information may expressly permit;
  • interfere with or disrupt this website or our Services, including but not limited to any servers or networks connected to this website or our Services, or disobey any requirements, procedures, policies or regulations of networks connected to the this website or our Services;
  • use or attempt to use another's account without authorization from the Company, or create a false identity on this website;
  • infringe or use our brands, logos and/or trademarks, including, without limitation, using the word “mFormer” in any business name, email, or URL or including our trademarks and logos on any website without authorization;
  • upload, post, email, transmit or otherwise make available or initiate any content that:
    • falsely states or misrepresents Your identity or the identity of the company You represent;
    • is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
    • includes information that You do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    • infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
    • contains software viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of this website or any User;
    • forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services.

Last Revision Occurred On: 03/12/09


If you have questions or comments about this Agreement, please email us at info@indiemark.com or write to Indiemark LLC at PO Box 64, Oakland FL 34760.