Terms of
Service
Last Modified: March, 2018

Flower

Terms of Service

Acceptance of the Terms of Service

This website is owned and operated by Magnolia Capital Management Company, Inc. and/or one of its divisions, affiliates, and subsidiaries (“Company,” “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service”), govern your access to and use of this website, including any content, functionality and services offered on or through this website (the “Service”).

The Service is offered and available to users who are 13 years of age or older. By using the Service, you represent and warrant that you meet the eligibility requirements. If you do not meet all of these requirements, you must not use the Service.

Please read the Terms of Service carefully before you start to use the Service. By using the Service, you (“you” or “End User”) accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, and incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Service.

Arbitration Notice

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE OF THESE TERMS OF SERVICE, YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Changes to the Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Service thereafter.

Your continued use of the Service following the posting of revised Terms of Service means that you accept and agree to the 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.

Use of the Service, Accessing the Service and Account Security

Use of the Service is at your own risk, including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate, and/or objectionable.

We reserve the right to withdraw or amend the Service, and any service or material we provide on the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service, to users. Consequently, Company encourages you to maintain your own backup of your information and content. Although it’s our intention for the Service to be available as much as possible, we are not a backup service and you agree not to rely on the Service for purposes of backup and/or storage of your information and content.

You are responsible for (i) making all arrangements necessary for you to have access to the Service and (ii) ensuring that all persons who access the Service through your internet connection are aware of these Terms of Service and comply with them.

To access the Service 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 Service that all the information you provide on the Service is correct, current and complete. You agree that all information you provide to register with the Service or otherwise, including but not limited to through the use of any interactive features on the Service, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You are responsible for maintaining the confidentiality of the username, email address and password, and you are responsible for all activities that occur under your username, email address and password, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your user name and password.

Communications

By creating an account, you agree to receive certain communications in connection with the Service. For example, you might receive emails or comments from third party service.

Mobile Services

Our services may include (i) the ability to browse our Service from a mobile device and (ii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Service”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Service, you agree that we may communicate with you regarding Company and other entities by notifications, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Service may be communicated to us.

Intellectual Property Rights

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

These Terms of Service permit you to use the Service 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 our Service, except as follows (i) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; and (ii) you may store files that are automatically cached by your Web browser for display enhancement purposes.

You must not:

  • Modify copies of any materials from the Service.
  • Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Service.

You must not access or use for any commercial purposes any part of the Service or any services or materials available through the Service.

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

Trademarks

Company name, Company logo and all related names, logos, product and service names, designs and slogans are trademarks of Company or its affiliates or licensors. You must not use such marks without the prior written permission of Company. All other names, logos, product and service names, designs and slogans on the Service are the trademarks of their respective owners.

Prohibited Uses

You may use the Service only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Service:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • 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 Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing)..
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm Company or users of the Service or expose them to liability.

Additionally, you agree not to:

  • Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
  • Use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
  • Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Service.
  • Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service.
  • Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Service.

Reliance on Information Posted

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

The Service may include content provided by third parties, including materials provided by third party service providers, other users, bloggers and third party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these 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. These materials do not necessarily reflect the opinion of Company.

We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties, the payment and delivery of goods and services by any third party, or any terms, conditions, warranties or representations associated with such dealings with third parties. YOU AGREE THAT WE WILL HAVE NO LIABILITY WITH RESPECT TO ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ANY DEALINGS BETWEEN YOU AND ANY THIRD PARTY, OR AS A RESULT OF THE PRESENCE OF SUCH THIRD PARTIES ON THE SERVICE. WEDISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, AS TO THE ACCURACY, VALIDITY, AND LEGALITY AND/OR OTHERWISE OF ANY MATERIALS AND/OR INFORMATION CONTAINED ON SUCH LINKS OR FOR THE GOODS AND/OR SERVICES OFFERED OR PROVIDED BY ANY SERVICE PROVIDER OR OTHER THIRD PARTY.

Dealings with Third Parties

Company does not endorse and is not responsible or liable for any content, data, advertising, products, goods or services available or unavailable from, or through, any vendor, supplier or other third party (each, a “Service Provider”). You agree that should you use or rely on such content, data, advertisement, products, goods or services, available or unavailable from, or through any third party or Service Provider, Company is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Service Provider, and any other terms, conditions, representations or warranties associated with such dealings, are between you and such Service Provider exclusively and do not involve Company. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Service Providers.

Third parties and Service Providers may link or otherwise direct Internet users to our Servicefor the purpose of utilizing one or more of the services we provide on behalf of others. Additionally, we may provide links or otherwise direct you to third party or Service Provider websites. Company does not control or operate any such third party or Service Provider websites. Any information you provide to these third party or Service Provider websites while on these third party or Service Provider websites is subject to the respective policies of those third parties or Service Providers, and not Company’s policies. It is your responsibility to review such third party or Service Provider policies, including any relevant privacy policies. You agree that Company will not be responsible or liable for, and does not endorse any content, advertising, goods or services provided on or through these outside websites or for your use or inability to use such websites. Company does not make any representations or warranties as to the security of any information you might be requested to give to any third party or Service Provider sites. You use these third party or Service Provider websites at your own risk.

YOU (i) AGREE THAT COMPANIES NOT RESPONSIBLE FOR THE ACCESSIBILITY OR UNAVAILABILITY OF ANY SERVICE PROVIDER OR FOR YOUR INTERACTIONS AND DEALINGS WITH THEM, (ii) WAIVE THE RIGHT TO BRING OR ASSERT ANY CLAIM AGAINST COMPANY RELATING TO ANY INTERACTIONS OR DEALINGS WITH ANY SERVICE PROVIDER, AND (iii) RELEASE COMPANY FROM ANY AND ALL LIABILITY FOR OR RELATING TO ANY INTERACTIONS OR DEALINGS WITH SERVICE PROVIDERS.

WITHOUT LIMITING THE FOREGOING, YOUR CORRESPONDENCE OR BUSINESS DEALINGS WITH, CONSUMPTION OF PRODUCTS OR SERVICES OF, OR PARTICIPATION IN PROMOTIONS OF, THIRD PARTIES OR SERVICE PROVIDERS FOUND ON OR THROUGH THE USE OF THE SERVICE, INCLUDING PAYMENT FOR AND DELIVERY OR FULFILLMENT OF RELATED GOODS OR SERVICES, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES, OR REPRESENTATIONS ASSOCIATED WITH SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTY OR SERVICE PROVIDER. YOU AGREE THAT COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH THIRD PARTIES OR SERVICE PROVIDERS ON THE SERVICE.

Changes to the Service

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

Information About You and Your Visits to the Service

All information we collect on the Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Other Terms and Conditions

Other additional terms and conditions may apply to specific portions, services or features of the Service. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service.

Linking to the Service

You may not link to our Service.

Geographic Restrictions

The owner of the Service is based in the state of Illinois in the United States. We provide the Service for use only by persons located in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service 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 we cannot and do not guarantee or warrant that files available for downloading from the internet or the Service 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 our Service for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You (as "Indemnifying Party") shall indemnify, hold harmless, and defend Company and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by Indemnified Party, arising out of any third-party claim alleging:

  • material breach of this Terms of Service by Indemnifying Party;
  • any act or omission of Indemnifying Party, including without limitation, any negligent, reckless or willful misconduct, in connection with the performance of its obligations under this Terms of Service; or
  • any bodily injury, death of any person or damage to real or tangible personal property caused by the acts or omissions of Indemnifying Party, including without limitation, any negligent, reckless or willful misconduct; or
  • any failure by Indemnifying Party to comply with any applicable federal, state or local laws, regulations or codes in the performance of its obligations under this Terms of Service.
  • Governing Law and Jurisdiction

    All matters relating to the Service and these Terms of Service 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 Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction).

    Limitation on Time to File Claims

    ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

    Waiver and Severability

    No waiver of by Company of any term or condition set forth in these Terms of Service 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 Service shall not constitute a waiver of such right or provision.

    If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Arbitration

We want to address your concerns without needing to file a formal legal claim. Before filing a claim against us, you acknowledge and agree you will try to resolve the dispute informally by contacting us at info@magnoliacap.com. We will try to resolve the dispute via e-mail, but if we cannot resolve the dispute within thirty (30) days after the date of your submission, you agree to resolve any claims related to these Terms of Service through final and binding arbitration, except as forth under this section titled “Arbitration”.

By using theService, you agree that: (i) any claim, dispute, or controversy you may have against Company arising out of, relating to, or connected in any way with this Terms of Service or theService shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures"); (ii) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Company; (iii) the arbitrator shall apply Illinois law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (iv) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only you and/or Company’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (v) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (vi) with the exception of subpart (iv) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (iv) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Company shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, you may visit the AAA website at http://www.adr.org.

You can opt-out and decline this agreement to arbitrate by contacting us within thirty (30) day of the date that you first became subject to this arbitration provision (i.e.: the date you accept these Terms of Service). You must send us written notice to Company attention: Opt-Out Arbitration, One North Wacker Drive, Suite 1905, Chicago, IL 60606. If you opt out, you are not required to participate in an arbitration proceeding.

Notwithstanding anything herein to the contrary, in the event (i) you misuse and/or abuse our website or services, (ii) you breach the confidentiality terms set forth herein and/or (iii) you infringe a third party’s intellectual property rights, we may assert a claim against you and seek injunctive relief from a court of competent jurisdiction. In the event of the foregoing, any such action shall take place exclusively in the courts situated in the City of Chicago, Cook County, Illinois and the parties hereby submit to the venue of the courts situated therein.

No Class Actions

You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

Entire Agreement

The Terms of Service and our Privacy Policy constitute the sole and entire agreement between you and Company with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Service.

Your Comments and Concerns

All feedback, comments, requests for technical support and other communications relating to the Service should be directed to Magnolia Capital, One North Wacker Drive, Suite 1905, Chicago, IL 60606.

Thank you for visiting the Service.