By use of this site, software or services, you agree to our term's and conditions (“Agreement”) between Marduk Method (“MM”) and (“Client”) (each herein individually referred to as a “Party,” or collectively as the “Parties.”).

Services
MM hereby grants Client a worldwide, non-exclusive license to use the MRDK web application (“Software”) for the internal business purposes of Client, including to help Client manage their business, during the term of this Agreement.


Payment
Client agrees to pay MM according to the fees and prices listed on MM's website. MM reserves the right to change these prices for any reason at any time.

Each Party is responsible for paying and complying with reporting requirements for all local, state and federal taxes related to payments made under this Agreement.

Payment must be made in full prior to the commencement of the services. A central component of the work that MM does on Client’s behalf, including business consulting, is a non-tangible piece of intellectual property. Once the services under this Agreement have begun, MM can never recoup that non-tangible piece of intellectual property and Client can never return it to MM. Thus, MM does not offer refunds once the term of this Agreement begins.

Term
The term of this Agreement will begin upon Client's site registration and shall continue until terminated by either Party as outlined in this Agreement.

Relationship
Nothing in this Agreement shall in any way be construed to constitute Client as an agent, employee, or representative of MM. Client has no authority to enter into contracts that bind MM or create obligations on the part of MM without express prior authorization. This Agreement does not create a partnership or joint venture between the Parties.

Use of Software
The Client must not, without MM prior written approval:
(i) copy or replicate, or directly or indirectly allow or cause a third party to copy or replicate, the whole or any part of the Software; (ii) modify, adapt or amend the Software, or permit any third party to modify, adapt or amend the Software; (iii) disassemble, decompile, or reverse engineer (or permit any other person to do so) all or any parts of the computer programs or source code which form any part of the Software (or attempt to do so) or take any other action intended to render any of the programs more amenable to human understanding or render the programs operational as to any other user who has not been authorized by MM; (iv) publicly disseminate information regarding the performance of the Software.

Confidentiality
Each Party understands that the other Party has disclosed or may disclose business, technical, or financial information, including trade secrets or data, relating to the other Party’s business (“Confidential Information”). 
During the term of this Agreement and for five (5) years thereafter (perpetually in the case of Software and trade secrets), each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party, except as required by law. All Confidential Information supplied by one Party to the other Party pursuant to this Agreement shall remain the exclusive property of the disclosing Party. MM does not own Client’s data and will not use it in any way except to (i) provide services as described in this Agreement and (ii) improve the Software. 

Termination
Either Party may terminate this Agreement by providing thirty (30) days written notice via email or Slack message. In the event of termination, the obligations of confidentially under this Agreement shall endure.

Accessibility and Maintenance
Client acknowledges and understands that Software, or services under this Agreement, may be interrupted, unavailable, go offline, or not perform in accordance with this Agreement, due to situations including but not limited to, maintenance, upgrades, or repairs, whether by MM or by Software’s third-party hosting provider. 

Limitation of Liability
MM shall not be liable for indirect, incidental, special or consequential damages, including, without limitation, damages for lost business, profits, data or use of any service, incurred by Client or any third party in connection with this Agreement, regardless of the nature of the claim (including negligence), even if foreseeable or MM has been advised of the possibility of such damages. MM’s aggregate liability for damages under this Agreement, regardless of the nature of the claim (including negligence), shall not exceed the fees paid by Client under this Agreement during the six (6) months preceding the date the claim rose. MM is not liable to Client in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by Client of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.

Indemnification
Client agrees to indemnify, defend, and hold harmless MM, including its officers, directors, employees, advisors, independent contractors, agents, heirs, and assigns, from any and all liability, costs, attorneys’ fees, and damages for lost business, profits, data, or use of any service, resulting from or relating to any claims in any way connected with this Agreement.

Governing Law
This Agreement shall be governed by the laws of Florida.

Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Waiver and Severability
MM's failure or neglect to enforce any of its rights under this Agreement will not be deemed to be a waiver of that or any other of its rights. If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.