Terms of Use

These Terms of Use (“Terms”) set forth a legally binding agreement between you and Microf LLC (“Microf”, “we”, “our”, or “us”), and govern your use of any website or other online service location that posts a link to these Terms, and all features, content, and other services that we own, control and make available through such website or online service location (collectively, the “Service”).

By using the Service, you accept these Terms, and consent to the collection, use, and sharing of your data and other activities as described in our Privacy Statement.  In some instances, both these Terms and separate terms for specific products and services will apply to your use of the Service (“Additional Terms”).  To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless they expressly state otherwise.

1. Service Use.
2. a) Accounts.  Certain features of the Service may require you to register an account.  When you register an account, and each time you log-in to the Service thereafter, you agree: (i) to these Terms and consent to our collection, use and disclosure practices, and other activities as described in our Privacy Statement; (ii) you will provide and keep accurate, current, and complete information about yourself; (iii) you will not use an e-mail address that violates the intellectual property or other right of any third party, or is offensive; (iv) you are solely responsible for all activities that occur under your account– whether or not you authorized the activity; (v) you will abide by the Service and Content (defined below) use restrictions set out in these Terms; (vi) you are solely responsible for maintaining the confidentiality of any username password you provide and will not transfer or share your username or password with any third party; (vii) you will immediately notify us if your username or password is lost or stolen, of any unauthorized use of your account, or of any other breach of security; and (viii) we will not be liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations.
3. b) Content.  The Service contains: (i) materials and other items relating to Microf and its products and services, and similar items from our licensors and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Microf; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).  All right, title, and interest in and to the Service and the Content is the property of Microf or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.
4. Limited License.  Subject to your strict compliance with these Terms and the Additional Terms, Microf grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, play the Content on a personal computer, browser, laptop, tablet, mobile phone or other Internet-enabled device (each, a “Device”) and/or print one copy of the Content as it is displayed to you, in each case for your personal, non-commercial use only.  The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Microf’s sole discretion, and without advance notice or liability.  Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
5. Restrictions.  If you are under the age of eighteen (18), then you are not permitted to use the Service or Content. You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Service and Content.  You further agree that you will not: (i) use the Service or Content for any political or commercial purpose; (ii) engage in any activity in connection with the Service or Content that is unlawful, harmful, offensive, obscene, violent, threatening, harassing, abusive, or otherwise objectionable to Microf; (iii) harvest any information from the Service; (iv) reverse engineer or modify the Service; (v) interfere with the proper operation of or any security measure used by the Service; (vi) infringe any intellectual property or other right of any third party; (vii) use the Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; or (viii) otherwise violate these Terms or any applicable Additional Terms.
6. Availability and Termination. We may change or discontinue any feature of the Online Services at any time. A change may take the form of a change or deletion. We will notify you of any changes to the Online Services or our intention to stop offering any or all of the Online Services feature(s). We will provide notice of such changes by either posting a notice of the change or discontinuation on our Website and/or sending notice of the change or discontinuation to the mailing address for your Account or to the email address you have provided us. If you use any or all of the Online Services after the effective date of the change or discontinuation, you agree that such action will indicate your acceptance to the change or discontinuation.
7. Suspension and Termination. You agree not to use the Online Services to: (a) engage in fraudulent activity; (b) violate any statute, regulation or other legal authority; (c) violate or attempt to violate the intellectual property rights provision in these Terms and Conditions; (d) interfere with or obtain unauthorized access to our computer systems or software or those of any third party; or (e) causing or launching any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Website or unduly burdening or hindering the operation and/or functionality of any aspect of the Website. In the event of an occurrence of any of the above or of any misconduct by you as determined in our sole discretion, we may terminate or suspend your access to any or all of the Online Services at any time without further notice. If you notify us that your Access Information has been accessed by someone without your authorization, we may suspend access to the Website or any of our Online Services until we can be sure that your Access Information has been secured.
8. Reservation of All Rights. All rights not expressly granted to you are reserved by Microf and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of any Content or the Service for any purpose is prohibited.
9. Submissions. The Service may allow you to submit content to us via the Service, including feedback and comments to us regarding your use of the Service (“Submissions”). You grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Submissions and derivative works thereof, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You also irrevocably consent to our use and association of your name in connection with your Submissions and derivatives thereof. You agree to waive any moral rights that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights.  You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to contest existing or future intellectual property rights relating to your Submissions.  You agree that your Submissions will not: (i) promote any political or commercial purpose; (ii) defame, abuse, harass, stalk, or threaten others; (iii) use racially or ethnically offensive language; (iv) discuss or incite illegal activity; or (v) infringe any intellectual property or other right of any third party.
10. Copyright Infringement and DMCA Policy. Microf respects the intellectual property rights of others and expects those who use the Service to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement in the U.S.A., please notify Microf of your claim of infringement by sending the following written information to our Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(2), named below:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We will respond to notices of claimed copyright infringement in accordance with the DMCA. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers. Our designated Copyright Agent to receive DMCA Notices is:

Microf LLC

Attn: Chief Operating Officer

2849 Paces Ferry Rd SE, Suite 625

Atlanta, GA 30339

9. Customer Support. If you have any questions, please send an e-mail to info@microf.com.  You acknowledge that the provision of support is at Microf’s sole discretion and that we have no obligation to provide you with customer support of any kind.  All legal notices to us must be mailed to: 2849 Paces Ferry Rd SE, Suite 625, Atlanta, GA 30339.  When you communicate with us electronically, you consent to receive communications from us electronically.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
10. Third-Parties.
11. a) Third–Party Content and Sites; Advertisements.  The Service may contain or may interact with third party content that is not owned, controlled or operated by Microf (collectively, “Third-Party Services”).  We may also host our content on Third-Party Services. Microf neither endorses nor controls such Third-Party Services, and you acknowledge and agree that we are not responsible or liable for the information, content, products, or services on or available from such Third-Party Services, or for the results to be obtained from using them. If you choose to access any such Third Party Services, you do so at your own risk.
12. b) Dealings with Third Parties.  Any interactions, transactions, and other dealings that you have with any third parties found on or through the Service are solely between you and the third party. You hereby agree to indemnify Microf against all claims, injury and/or damages including attorneys’ fees that arise out of your use of any Third-Party Service.
13. Service Features.  
14. a) Communication Methods.  As permitted by law, we may telephone you; leave you a live voice message; leave you a prerecorded or artificial voice message; or send you a text, email or other electronic message on your land line or mobile device at the telephone number which you provide to us to contact you about your Account (each, a “Communication”). These Communications may be for any purpose related to your Account, our products and services, or marketing efforts. We may include your personal information in a Communication and conduct a Communication using an automated dialing system and any contact information we have for you. While we will not charge you for a Communication, your service provider may do so. By using the Website or Online Services you are expressly consenting to us contacting you on your mobile device, or through any other communication channel, without further notice. You also understand and agree that we may always communicate with you in any manner permissible by law. You understand that anyone with access to your mobile device, telephone number, or email account may be able to listen to or view a Communication, and you agree that Microf will not be liable if this occurs. Should you wish to revoke your consent to Communications, you may do so by following the instructions as provided in the Communication to click on the opt-out link, calling us at 1-855-642-7631, emailing an opt-out request to info@microf.com, or mailing your opt-out request to Microf, 2849 Paces Ferry Rd, Suite 625, Atlanta, GA 30339. Transactional messages relating to your account or use of our Online Services, such as administrative and service announcements, may be unaffected if you choose to opt-out from receiving promotional Communications.
15. b) Marketing Preferences. We may ask you to indicate your preferences for how we can market to you. Once you have indicated your preferences, we will endeavor to honor your request. All marketing will be done in accordance with applicable state and federal laws and our Privacy Policy.
16. c) Informational Purposes Only. Content presented on the Website is presented solely for informational purposes and is not intended to create any fiduciary relationship between us. You should seek appropriate professional assistance when necessary. Offers and promotions featured on the Website may be subject to time and availability limitations and conditions as described in those offers and promotions.  Nothing on the Website constitutes an offer of a loan agreement or lease account. All finance and lease programs described on the Website are available to qualified applicants only through us and through referrals to us from participating home improvement merchants in FL, GA, and TX. All lease-purchase programs described on the Website are available to qualified applicants only through us and through referrals from participating home improvement merchants in AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, IA, ID, IL, IN, KS, KY, LA, MA, MD, MI, MO, MS, MT, NC, ND, NE, NH, NM, NV, NY, OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, WA, and WV. All programs are subject to change or termination at any time.
17. Online Payments – Terms and Conditions.
18. a) General Description of Online Payment Features. Microf offers online bill payment (“Online Payment”) services to our Account Holders who register on the Website or for Online Services. Once registered, you may use Online Payment to authorize a one-time payment or schedule recurring monthly payments on one or more of your Accounts.  Recurring automatic payments will be processed subject to these Terms of Use as well any additional authorization or agreement you enter into with Microf or an authorized third party acting on our behalf who we may engage to process payments.  You may be required to agree to additional terms and conditions by such third party.  You acknowledge that the origination of electronic debit transactions from your bank account must comply with the current laws of the United States and, as applicable, the rules, as they may be changed from time to time, of the National Automated Clearinghouse Association. Payments will not be recurring unless you schedule recurring monthly payments on one or more of your Accounts and receive confirmation from us.
19. b) Regardless of the payment amount or payment effective date you schedule using Online Payment, you are responsible for complying with all of the terms and conditions of your Account, including, without limitation, your agreement to make all payments when due and in the amount required by your Contract. When using Online Payment, you should schedule your payments in amounts and with effective dates that will satisfy your payment obligations. If you do not make a payment when due and in the amount required, we will have the rights and remedies available under your Contract or as otherwise available to us at law or in equity.
20. c) Recurring Automatic Payments for Loans. To set up recurring automatic payments or to make a change to your recurring automated payment, you must log in to Microf’s customer portal with your login credentials and follow the recurring scheduled payment set up instructions or contact a Microf representative at 855-642-7631 at least 3 business days before your next payment due date. You must continue to make monthly payments on your Account until you have received confirmation of your enrollment. You can change or cancel your automated payment setup online; provided, however, that you will be responsible for making your payments by another payment method. Terminating your payment authorization does not affect your duty to make timely payments for the amount owed in accordance with your Contract. 
21. d) Recurring Automatic Payments for Leases. To set up recurring automatic payments or to make a change to your recurring automated payment, you must contact a Microf representative at 855-642-7631 at least 3 business days before your next payment due date. You must continue to make monthly payments on your Account until you have received confirmation of your enrollment. You can change or cancel your automated payment setup online; provided, however, that you will be responsible for making your payments by another payment method. Terminating your payment authorization does not affect your duty to make timely payments for the amount owed in accordance with your Contract.
22. e) Payment Funds. Adequate funds must be available in the bank account where your payments are coming from when an Online Payment is processed.  You understand that your financial institution may impose fees in connection with rejected debits, and you agree, as further described in Section 5 below, that Microf does not have any liability to you for such fees.  If a scheduled Online Payment fails due to insufficient funds for the full payment amount initiated, the Account will not receive credit for the payment. You are responsible to make timely payments for the amount owed in accordance with the Contract and these Terms and Conditions.  If you know that a payment will be rejected by your financial institution (e.g., because there is not enough money in your bank account), you should contact Microf so that alternate arrangements can be made.
23. f) Online Payment Fees for Loans. While neither Microf nor its third-party payment processor currently charge any monthly or payment transaction fee to use Online Payment, we and our third-party payment processor reserve the right to do so upon notification to you. Nothing herein relieves you of your responsibility to pay any amount, fee or charge you may owe us under your Account. You will be responsible for paying any amount you may owe other persons or companies related to the use of Online Payment or any bank account linked to Online Payment. For example, your bank may charge a fee in connection with electronic payments taken from your account with them for your Account with us.
24. g) Online Payment Fees for Leases. While Microf does not currently charge any monthly or payment transaction fee to use Online Payment, we reserve the right to do so upon notification to you. Nothing herein relieves you of your responsibility to pay any amount, fee or charge you may owe us under your Account. You will be responsible for paying any amount you may owe other persons or companies related to the use of Online Payment or any bank account linked to Online Payment. For example, a convenience fee of 1.99% of the payment amount for each one-time debit card or credit card payment is payable to our third-party payment processor. We do not obtain any portion of this fee. There is no additional cost to process one-time payments via ACH and recurring scheduled payments via ACH, debit card, or credit card.
25. h) Authorization to Correct Payment and Typographical Errors. In the event that Microf or an authorized third party acting on our behalf makes an error in processing a debit, you authorize us or any such third party to correct the error by initiating an electronic credit or debit to your applicable payment account in the amount of such error on or after the date such error occurs; provided, however, you agree that Microf is under no obligation to do so.  If you make a typographical or similar error in providing Microf or an authorized third party acting on our behalf with information about your payment account, you authorize us or any such third party to correct the error upon receiving corrected information from you or your financial institution.
26. Failure to Effect Payment and Liability for Such Payments. If you attempt to make payments on your Account through the Website, or through an authorized third party acting on our behalf, we will use reasonable efforts to complete bill payments according to your instructions. However, neither Microf nor any authorized third-party service provider acting on Microf’s behalf will be liable in any way (including, but not limited to, payment processing errors or fees) if: 

• Through no fault of Microf or our authorized third party, you have insufficient funds or credit in your bank, or other financial institution, account to complete a payment transaction, or if your bank account has been closed;
• Your transaction does not go through and you know or should have reasonably been able to tell that the bill payment feature was not working properly or you were told about the malfunction before you started the transaction;
• You do not provide Microf with complete, accurate, and current payment and contact information, or if you otherwise do not give complete, correct, and current information to properly complete the requested transaction;
• You do not authorize a bill payment in time for your payment to be made and credited to the account by the due date;
• Withdrawals from your account have been prohibited by an order from a court of proper jurisdiction for such things as a garnishment or other legal process;
• We or our authorized agent reasonably believe that a transaction may be unauthorized or fraudulent;
• Your computer, mobile phone, wireless service or any related equipment or software is, or was, not working properly; or

• Circumstances beyond our, or our authorized third party’s control prevent completing an online bill payment including, but not limited to, telecommunication outages, postal strikes and other labor unrest, delays caused by payees, fires, floods, and other natural disasters, terrorist acts or war.

14. Dispute Resolution. Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act.  You and Microf agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act.  This Section can only be amended by mutual agreement.
15. a) Binding Arbitration.  If any controversy, allegation, or claim relates in any way to your use of the Service (collectively, “Dispute”), then you agree the Dispute shall be submitted to confidential arbitration in Atlanta, Georgia, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Georgia. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Georgia. Arbitration under these Terms shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association; these Terms shall otherwise be construed in accordance with the internal laws of the State of Georgia without regard to Georgia’s choice of law principles.  The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
16. b) Limited Time to File Claims.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever banned.
17. c) Class Action Waiver.  DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND WILL NOT BE JOINED OR CONSOLIDATED WITH ANY OTHER ARBITRATIONS OR OTHER PROCEEDINGS THAT INVOLVE ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY.  YOU AND MICROF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
18. Disclaimer of Representations and Warranties. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. NEITHER MICROF NOR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “MICROF PARTIES”) MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER AS TO THE CONTENT OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND FREEDOM FROM ANY COMPUTER VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
19. Limitations of Our Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE MICROF PARTIES BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE SERVICE, (B) THESE TERMS OR (C) YOUR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR MICROF HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE MICROF PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE GREATER OF (A) THE AMOUNTS, IF ANY, PAID BY YOU TO MICROF FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR (B) FIFTY UNITED STATES DOLLARS ($50.00). THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
20. Waiver of Injunctive or Other Equitable Relief. YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY MICROF OR A LICENSOR OF MICROF.
21. Indemnification. You agree to defend, indemnify and hold harmless Microf  from and against any and all claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (i) your breach or alleged breach of these Terms; (ii) your Submissions; (iii) your use of the Service; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (v) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property or privacy right; or (vi) any misrepresentation made by you. Microf reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Microf’s defense of any claim. You will not in any event settle any claim without the prior written consent of Microf.
22. Updates to Terms. We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Service so that they are accessible via a link from the home page, and/or to send you an e-mail to the last e-mail address you provided to us. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. Your continued use of the Service following the posting of revised Terms and any applicable Additional Terms shall indicate your acknowledgement of such changes and your agreement to be bound by the terms and conditions of such changes. If you object to any such changes, your sole recourse is to cease using the Service.
23. General Provisions.
24. a) Consent or Approval.  No Microf consent or approval may be deemed to have been granted by Microf without being in writing and signed by an officer of Microf.
25. b) Severability; Interpretation; Assignment.  If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the applicable Additional Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter.  The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. Microf may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice.  These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Microf.
26. c) Complete Agreement; No Waiver.  These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service.  Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or Microf in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
27. d) International Issues.  Microf controls and operates the Service from the U.S.A., and Microf makes no representation that the Service is appropriate or available for use beyond the U.S.A.  You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service.  Software related to or made available by the Service may be subject to export controls of the U.S.A, and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
28. e) Investigations; Cooperation with Law Enforcement.  Microf reserves the right to investigate and prosecute any suspected breaches of these Terms or the Service.  Microf may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
29. Accessibility.  Microf is committed to providing accessible products and services to all customers, including customers with disabilities. If you need a reasonable accommodation to access information, products, or services from Microf, please use the contact information provided below to submit a request. Requests should explain the nature of the requested accommodation and include contact information, such as an email address or telephone number, at which you can be reached. Depending on the nature of the accommodation requested, Microf may require sufficient notice to fulfill the request.  For questions about accessibility and requests for reasonable accommodation, please contact us by calling 1-855-642-7631, by emailing info@microf.com, or by writing Microf LLC, 2849 Paces Ferry Rd, Suite 625, Atlanta, GA 30339.
30. California Consumer Rights and Notices.  Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254.  Their website is located at: http://www.dca.ca.gov.

EFFECTIVE DATE: APRIL 11, 2016

LAST REVISED:        JULY 31, 2023