Terms Of Use
BY USING MDPORTAL, YOU ARE CONSENTING TO OUR TERMS AND CONDITIONS AS OUTLINED BELOW.
OVERVIEW
The terms “we,” “us,” and “our” all refer to Miller Diversified. The term the “Site” refers to MDPortal. The terms “user,” “you,” and “your” refer to site visitors, customers, members and any other users of the site.
SERVICE
MDPortal is a membership site for online resources, information access, training, courses, and other content to be used by employees, investors, business partners, and any other user granted access to the membership site (the “Service”).
Use of MDPortal, including all materials presented herein and all online services provided by Miller Diversified, is subject to the following Terms and Conditions. These Terms and Conditions apply to all site visitors, customers, and all other users of the site. By using the Site or Service, you agree to these Terms and Conditions, without modification, and acknowledge reading them.
Parties agree that the Service is in the nature of resource provision, access to information, and training. The scope of services provided by Miller Diversified according to this Agreement are limited to those listed on MDPortal website. Miller Diversified reserves the right to substitute services equal to or comparable to the services listed if the need arises, without prior notice.
USE OF THE SITE AND SERVICE
To access or use the Site, you must be 18 years of age or older and have the requisite power and authority to enter into these Terms and Conditions. Information provided on the Site and in the Service related to membership sites and other information are subject to change. Miller Diversified makes no representation or warranty that the information provided, regardless of its source (the “Content”), is accurate, complete, reliable, current, or error-free. Miller Diversified disclaims all liability for any inaccuracy, error, or incompleteness in the Content.
ACCOUNT CREATION
In order to use the Service, you will be required to provide information about yourself including your name, email address, username and password, and other personal information. You agree that any registration information you give to Miller Diversified will always be accurate, correct, and up to date. You must not impersonate someone else or provide account information or an email address other than your own. Your account must not be used for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction.
COMMUNICATION WITH USERS
Miller Diversified is permitted to inform you of changes to this website and/or sub-sites. It is likewise permitted to inform you of breaches of this Agreement and any actions taken regarding your privilege to access the Service. However, it shall not be obligated to send notice if the Agreement does not require it.
Miller Diversified shall also have the authority to monitor interactions on the site for quality control, for training purposes, and for its own legal protection. You warrant that anyone who has authorization to use your account likewise consents to such monitoring and/or recording. You agree that none of this obligates Miller Diversified to record any communication from you, and you acknowledge that some communications will not be recorded or be available to be retrieved. Miller Diversified may contact you to discuss its Service or provide you with any other information deemed worthy; you may still opt out by submitting a request through the portal’s contact form. However, even after opting out, you agree that Miller Diversified may keep your information on file to ensure your requests are honored. Miller Diversified may still also communicate with you regarding important changes or updates, as may be pertinent to you as an employee, investor, business partner, or any other user type.
As part of this agreement, you acknowledge that we may occasionally provide best practice tips and frequently asked questions on complying with any applicable laws, including any sample offer terms or our user privacy policy. With this agreement, you agree that this information is given to you as a convenience. We do not guarantee or warrant that compliance with this info will be enough to comply with third party rights or applicable law.
DISCLAIMER
These materials are not to be considered a solicitation or offer for investment. These materials are merely informational to describe Miller Investment Fund, LLC (“MIF”). Investment in MIF will only be offered to “Accredited Investors” pursuant to a Regulation D
Exempt Private Placement Securities Offering. Only after submission to MIF of (i) a Confidentiality Agreement and (ii) an Investor Suitability Questionnaire demonstrating qualifications as an Accredited Investor will a Confidential Private Placement Memorandum be made available, which can then be used for consideration of the merits and risks of an investment in MIF.
LAWFUL PURPOSES
You may use the Site and Service for lawful purposes only. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You agree to use the Site and to purchase services or products through the Site for legitimate, non-commercial purposes only. You shall not post or transmit through the Site any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law.
REFUSAL OF SERVICE
We reserve the right to reject access or to remove the accounts held by any individuals at our discretion. We reserve the right to refuse service to any order, person or entity, without the obligation to assign reason for doing so.
DURATION OF AGREEMENT
Once you are confirmed as a user, we will provide you access to the Service. You agree and understand that access to the Service may at times be influenced and affected by third parties that we use to provide the Service (web hosting, membership site plugins, etc.). You agree and understand that no breach of contract action may be initiated against Miller Diversified when there are reasonable delays in the access of the Service.
Miller Diversified reserves the right to terminate the Service, and or access to certain features of the Service, with or without prior notice to you. We will make reasonable efforts to provide notice but we are not required to do so under the terms of this agreement. If for any reason, Miller Diversified should
PRODUCT DESCRIPTION
We endeavor to describe and display the Service as accurately as possible. While we try to be as clear as possible in explaining the Service, please do not accept that the Site is entirely accurate, current, or error-free. From time to time we may correct errors. We reserve the right to make revisions without notice.
MATERIAL YOU SUBMIT TO THE SITE
You shall not upload, post or otherwise make available any documents, content, forms, templates, photos, or other materials (collectively “Materials”) protected by copyright, trademark, or other proprietary right without the express written permission of the owner of the copyright, trademark, or other proprietary right, and the burden of determining that any Materials are not so protected rests entirely with you. You shall be liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all Materials submitted by you to the Site, you automatically represent or warrant that you have the authority to use and distribute the Materials, and that the use or display of the Materials will not violate any laws, rules, regulations, or rights of third parties.
As a feature of the Service, Miller Diversified may provide access to a community or information hub in conjunction with the Service. Miller Diversified is not required to provide a community platform, and has complete discretion with regards to the platform, and the nature of the interaction, dependent on the Service.
You agree that your use of this platform is a privilege and Miller Diversified may limit or deny access to these platforms for misconduct that includes but is not limited to being inappropriate, rude, violent, or threatening. Miller Diversified will make reasonable efforts to provide notice to you with regards to inappropriate or unapproved content that you have placed within the voluntarily provided community. Miller Diversified is not required to provide notice, and reserves all rights to take immediate and appropriate action to protect the Miller Diversified’s brand and image integrity.
You also agree not to upload or submit any personal or sensitive information through the portal, such as your social security number, bank account information, etc.
INTELLECTUAL PROPERTY RIGHTS TO YOUR MATERIALS
You agree to hold Miller Diversified harmless from and against all claims, liabilities, and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you. By posting material on the Site, you grant us a worldwide, nonexclusive, irrevocable license to use the material for promotional, business development, and marketing purposes.
You consent to recordings being made of calls or webinars provided as part of the Service. You consent to your name, words, voice, and likeness being used by Miller Diversified for promotional, business development, and marketing purposes, without compensation to you. We will make reasonable effort to secure your written permission before using and distributing recordings, print materials, audio, or visual representations that refer to you.
OUR INTELLECTUAL PROPERTY
The Site and Service contain intellectual property owned by Miller Diversified, including trademarks, copyrights, proprietary information, and other intellectual property. Miller Diversified’s copyrighted and original materials are provided to you as part of the Service for your individual use only and a single-user license. All intellectual property, including Miller Diversified’s copyrighted materials shall remain the sole property of Miller Diversified. No license to sell or distribute our materials is granted or implied.
You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of the Site or Service Content or intellectual property, in whole or in part, without our prior written consent. This includes but is not limited to sharing material with others, posting excerpts of material on any social media, blogging about the material, or in any other way that would reasonably appear to share the Site or Service’s information with a non-member. We reserve the right to immediately remove you from the Service, if you are caught violating this intellectual property policy. You may also be held responsible in subsequent charges for revealing proprietary, copyrighted or trademarked information.
CHANGED TERMS
We may at any time amend these Terms and Conditions. Such amendments are effective immediately by us posting the new Terms and Conditions on this Site. Any use of the Site or Service by you means you accept these amendments. We reserve the right to update any portion of our Site and Service, including these Terms and Conditions, at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms and Conditions.
LIMITATION OF LIABILITY
YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE SITE OR SERVICE. ADDITIONALLY, MILLER DIVERSIFIED IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF MILLER DIVERSIFIED HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW.
THIRD PARTY RESOURCES
The Site and the Service may contain links to third party websites and resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content, or policies of third party websites or resources. Links to such websites or resources do not imply any endorsement by or affiliation with Miller Diversified. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
INDEMNIFICATION
You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, attorney’s fees, arising out of any breach by you of any of these Terms and Conditions, or any use by you of the Site or Service. You shall provide us with such assistance, without charge, as we may request in connection with any such defence, including, without limitation, providing us with such information, documents, records, and reasonable access to you, as we deem necessary. You shall not settle any third party claim or waive any defense without our prior written consent.
EFFECT OF HEADINGS
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
ENTIRE AGREEMENT; WAIVER
This Agreement constitutes the entire agreement between you and Miller Diversified pertaining to the Site and Service and supersedes all prior and contemporaneous agreements, representations, and understandings between us. No waiver of any of the provisions of this Agreement by Miller Diversified shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by Miller Diversified.
NOTICES
All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows:
Miller Diversified, 1656 Henthorne Dr, Maumee, OH 43537
RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
SEVERABILITY
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
