1. Welcome to Medium Rare
1.1 Introduction
Thank you for visiting the websites and associated domains of Medium Rare (including websites located at mediumrare.shop, mrare.co, mmra.re and mediumra.re, collectively referred to in this document as the “Sites”) and/or using any of Medium Rare’s software, products, services, and features we make available to you as part of the Sites (collectively, the “Service”).
These Terms of Service (“Terms'') govern your access to and use of Medium Rare’s Sites and Service.
1.2 Applicable Terms
Your use of the Service is subject to these Terms, as well as our Privacy Policy and Template File Terms of Use (these documents are hereby incorporated into these Terms by reference and together with these Terms are collectively referred to as the “Agreement”). As pertains to the Service, (1) the “Effective Date” of the Agreement is the earlier of the date of (a) your initial acceptance of these Terms (or Updated Terms, as applicable) and access to the Service through any online provisioning, registration, or order process; or (b) the effective date of the first Order Form between you and Medium Rare referencing this Agreement; and (2) the “Term” of the Agreement shall be as of the Effective Date until you terminate your Account and/or the expiration or termination of the last outstanding Order Form. As used herein, “Order Form” means the Medium Rare ordering document governed by this Agreement that is signed by Medium Rare and you and specifies the products or offerings procured by you. Notwithstanding the foregoing, for the avoidance of doubt, as pertains to the Sites, these Terms remain in full force and effect as of the Last Modified date above.
Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you are not permitted and may not use the Service.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE MEDIUM RARE SERVICE OR ANY RELATED MEDIUM RARE OFFERINGS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE OR ANY RELATED MEDIUM RARE OFFERINGS. BY ENTERING INTO THIS AGREEMENT, EACH PARTY HEREBY REPRESENTS AND WARRANTS THAT IT HAS THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT, AND THIS AGREEMENT IS A VALID AND BINDING OBLIGATION ON SUCH PARTY.
IF YOU ARE USING OR ACCESSING THE SERVICE OR ANY RELATED MEDIUM RARE OFFERINGS AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO AND SHALL BE LIABLE TO MEDIUM RARE FOR ANY VIOLATIONS UNDER THE AGREEMENT BY YOU OR SUCH ENTITY. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
1.3 Who is Who
The Sites and the Service are provided by James Hillier, trading in Australia as User Friendly IT Solutions, (inclusive of our Affiliates, collectively referred to as “Medium Rare”, “we”, “us”, or “our”).
As used in the Agreement, “You” means the individual or entity you are accessing the Sites or using the Service on behalf of. As used in the Agreement, Affiliates means, with respect to a party, an entity that directly or indirectly controls (e.g.,subsidiary), is controlled by (e.g., parent), or is under common control with (e.g., sibling) such party; and the term “control” (including the terms “controlled by” and “under common control with”) means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.
1.4 Eligibility
The Service is available only for individuals aged 13 years or older or the digital age of consent in your country, if older. If you are age 13 or older but under the age of 18, or the legal age of majority where you reside (if that jurisdiction has an older age of majority), then you agree to review these Terms with your parent or guardian to make sure that both you and your parent or guardian understand these Terms and you agree to have your parent or guardian review and accept these Terms on your behalf. If you are a parent or guardian and are agreeing to these Terms for the benefit of a child over the age of 13 (or the digital age of consent in your country, if older), then you agree to accept full responsibility for that child’s use of the Service, including all financial charges and legal liability that they may incur. We may, in our sole discretion, refuse to offer the Service to any person or entity and change the eligibility criteria for using the Service at any time. The right to access the Service is revoked where these Terms or use of the Service is prohibited or to the extent any offer, sale, or provision of the Service conflicts with any applicable law, rule or regulation.
2. Your Responsibilities
2.1 Use of Software
To the extent you access or use any downloadable software components related to the Service (“Software”), such access or use shall be governed by the terms of the license agreement that accompanies the Software or is posted with the Software on the Sites where the Software can be accessed; however, if no such license agreement is made available, we grant you a limited, revocable, worldwide, royalty-free, non-assignable, non-sub-licensable, and non-exclusive license to use the object code of such Software for your personal, noncommercial use in accordance with these Terms. In the event of any inconsistency between these Terms and any license agreement, the license agreement shall govern in relation to the Software.
You may not decompile, reverse engineer, or otherwise attempt to discover the source code of the Software. You do not have the right to sublicense the Service, download or modify any portion of the Service, or resell the Service. If you violate the Terms, we reserve the right to terminate your access to the Service without notice.
The Software may automatically update from time to time. These updates are designed to improve, enhance, and further develop the software and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit us to deliver these to you with or without your knowledge) as part of your use of the Software.
3. Third-Party Services
3.1 Third-Party Services
The Service may integrate with various third party services and applications (collectively, “Third-Party Services”) that may make their content, products, or services available to you. These Third-Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. Any information that a Third-Party Service collects, stores and processes from you will be subject to such Third-Party Service’s terms of service, privacy notice, or similar terms, and will not be subject to our Privacy Policy. Each Third-Party Service is solely responsible for providing all support, maintenance and technical assistance to you with respect to their services. When using Third-Party Services, your security is your responsibility. We don't control Third-Party Services, and we’re not liable for Third-Party Services or for any transaction you may enter into with them, or for what they do. We may receive a revenue share from Third-Party Services that we recommend to you or that you otherwise engage via the Service. You agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to, or remove any Third-Party Services and Medium Rare shall not be liable for any losses, damages, or liabilities stemming from such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses, or business disruption, costs or expenses you may incur or otherwise experience as a result (except where prohibited by applicable law).
3.1 Links
We may provide links to third-party websites. We do not recommend or endorse the content of any third-party website. We are not responsible for the content of linked third-party websites and we do not make any representations or warranties regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such website. You expressly release us from any and all liability arising from your use of any third-party website.
4. What We Own
4.1 Medium Rare IP
All materials on or inherent to the Service, the Service itself, and all Intellectual Property Rights contained therein or related thereto, including text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation (collectively, “Medium Rare IP”), including but not limited to the design, structure, arrangement, and “look and feel” of Medium Rare IP, is owned by or licensed to us and our licensors and is protected by copyright, and other Intellectual Property Rights and laws.
Other than as provided herein, Medium Rare does not grant to you or any user any license, express or implied, to Medium Rare IP. Except as expressly provided in the Agreement, no part of the Service or Medium Rare IP may be copied, reproduced, sold, republished, transmitted, displayed, reposted, or otherwise distributed for public or commercial purposes.
Subject to the terms and conditions of this Agreement, Medium Rare provides you with a non-exclusive, revocable license to use the Service as expressly permitted by the features and functionality of the Service and the terms of this Agreement. Medium Rare may terminate this license at any time for any reason or no reason.
4.2 Feedback
We welcome your feedback, ideas or suggestions (collectively, “Feedback”), but you agree that we may use your non-confidential Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.
4.3 Template Shop
The Service may allow you browse and purchase templates, including but not limited to social, website, graphic design, layout design or other digital design templates (collectively, “Template Files”) from our Template Shop. The Template Files include without limitation, designs, layouts, stickers, stamps, overlays, elements and other materials. By purchasing a Template File listed on Medium Rare’s Template Shop, or via one of our payment-processing providers such as Gumroad Inc or Lemon Squeezy LLC, you agree to adhere to our Template File Terms of Use.
5. Our Rights
5.1 Important Things We Can Do
We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Service and its functionality; (b)we may suspend or discontinue parts or all of the Service; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Service; and (e) we may change our eligibility criteria to use the Service (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Service in that jurisdiction).
5.2 Pricing
We reserve the right to change our prices and to institute new charges at any time without notice to you, or through posting of such notice on our website, as determined by Medium Rare in our sole discretion. Your use of the Service following such notification constitutes your acceptance of any new or increased prices.
6. Privacy
Our Privacy Policy applies to the use of the Service and such terms are hereby incorporated into and made a part of the Terms by reference. You understand that by using the Service you consent to the collection, use, and disclosure of your Personal Information and aggregated data as set forth in our Privacy Policy and to have your Personal Information collected, used, transferred to, and processed in the United States of America and Australia. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk.
7. Confidentiality
7.1 Confidential Information
We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security and reliability related information.
7.2 Obligations
The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Services. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.
8. Disclaimer of Warranties and Limitation of Liability
THE SERVICE AND ALL MEDIUM RARE IP ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT.
YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SERVICE OR ANY MEDIUM RARE IP IS TO STOP USING THE SERVICE OR ANY SUCH MEDIUM RARE IP. IN NO EVENT SHALL WE OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE OR THE MEDIUM RARE IP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDIUM RARE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF MEDIUM RARE IP; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU, BY YOUR END USERS, OR BY MEDIUM RARE ON YOUR BEHALF; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VII) ANY ERRORS OR OMISSIONS IN ANY MEDIUM RARE IP OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY MEDIUM RARE IP POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VIII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL MEDIUM RARE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS RELATED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING $100.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MEDIUM RARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
9. Indemnification
You agree to indemnify, defend, and hold harmless Medium Rare (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any third-party claims, demands, proceedings, losses, liabilities, and all related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to (a) your use of the Service, including but not limited to any claims by, on behalf of or against your End Users); (b) your violation or breach of these Terms or any obligations, representations, or warranties under this Agreement; (c) your violation or breach of any applicable laws, rules, or regulations or the rights or good name of any third party; (d) any claims from or by tax authorities in any country in relation to your activities, including without limitation your sales to individual consumers (including distance sales) and other operations for which Medium Rare may be held jointly and severally liable.
10. Changes to the Service
Medium Rare is constantly innovating and finding ways to provide our users with new features and services. Therefore, we may, without prior notice, change the Service, add features, stop providing the Service or features of the Service to you or to users generally, or create usage limits for the Service. We may permanently or temporarily terminate, downgrade, suspend, or prohibit your access to the Service without prior notice and liability for any or no reason, including if, in our sole determination, you violate any provision of this Agreement. You may discontinue or terminate your use of the Service at any time.
11. Amendments, Notification Procedures, and Updates to the Agreement
We reserve the right, in our sole discretion, to modify, update, or change these Terms from time to time (such modified Terms, the "Updated Terms"), so we encourage you to review this page periodically. Notwithstanding, when we change the Agreement in a material manner, we will update the “Last Modified” date at the top of this page and use reasonable efforts to provide you with reasonable advance notice before the Updated Terms become effective. Medium Rare may provide such notifications, whether the notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Service, as determined by Medium Rare in our sole discretion. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain means of notification by contacting us using the contact form available via the Service or by email to tos_opt_out@mrare.co. You may be required to click-to-accept or otherwise agree to these Updated Terms, but in any event your continued use or access of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Updated Terms before using the Service. Updated Terms will be effective as of the date specified in the “Last Modified” date at the top of this page, and will apply to your use of the Service from that point forward. The previous Terms (or Updated Terms) will govern any disputes arising before the effective date of the applicable Updated Terms. If you do not agree to these Terms or any future Updated Terms, you may not use or access (and must discontinue any use or access to) the Service. Medium Rare is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
12. Miscellaneous
12.1 Assignment
Neither you nor Medium Rare may assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, that Medium Rare may assign the Agreement in its discretion (including applicable Order Forms) to an Affiliate or in connection with a merger, acquisition, corporate restructure, or sale of all or substantially all of its assets.
12.2 Governing law, international use, and users
The Service is controlled and operated from its facilities in Australia. Although the Service may be accessible worldwide, we make no representation that the Service or the materials on the Service are appropriate or available for use in locations outside Australia, and accessing the Service from territories where its use is illegal is prohibited. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Australian and local laws and regulations, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in Australia.
12.3 Entire agreement/severability
The Agreement represents the entire agreement between you and us with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.
12.4 No waiver
Any failure by us to enforce or exercise any provisions of the Terms shall not constitute a waiver of that right or provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.
12.5 Attorneys’ and accountants’ fees, remedies
In any action to enforce the Term, the prevailing party shall be entitled to attorneys’ and accountants’ fees and costs.
You agree that Medium Rare's remedy at law for any actual or threatened breach of this Agreement would be inadequate and that Medium Rare shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that Medium Rare may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees.
No right or remedy of Medium Rare shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys' fees, and expenses.
No instance of waiver by Medium Rare of its rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future, or other waiver.
