Last Updated: July 29, 2021

These Terms of Use (“Terms”) apply to your access to and use of the websites owned or operated by RuralWorks Partners, LLC (“RuralWorks,” “Company,” “our,” “us” or “we”), located at 801 Nicollet Mall, Suite 1700W, Minneapolis, MN 55402, including all information, content and materials made available on or through our websites (collectively, our “Site”).

PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 12, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 12.

BY ACCESSING OR USING OUR SITE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, DO NOT ACCESS OR USE OUR SITE.

If you have any questions about these Terms or our Site, please contact us at https://www.ruralworkspartners.com/contact/.

1. Eligibility

You must be at least 18 years of age to access or use our Site. By accessing or using our Site, you represent that you are of legal age to form a binding contract. If you access or use our Site on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

2. Privacy

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Notice.

3. Prohibited Conduct and Content

You are solely responsible for your conduct while accessing or using our Site. You will not:

• Violate any applicable law, contract, intellectual property or other third-party right or commit a tort;
• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Access or use our Site other than for its intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Site or that could damage, disable, overburden or impair the functioning of our Site in any manner;
• Sell, resell or commercially use our Site;
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Site, except as expressly permitted by us or our licensors;
• Modify our Site, remove any proprietary rights notices or markings or otherwise make any derivative works based upon our Site;
• Reverse engineer any aspect of our Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Site;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Site;
• Develop or use any applications that interact with our Site without our prior written consent;
• Bypass or ignore instructions contained in our robots.txt file; or
• Access or use our Site for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Enforcement of this Section 3 is solely at our discretion, and failure to enforce this Section 3 in some instances does not constitute a waiver of our right to enforce it in other instances.  In addition, this Section 3 does not create any private right of action on the part of any third party or any reasonable expectation that the Site will not contain any content that is prohibited by these Terms.

4. Ownership; Limited License and Restrictions

Our Site, including the text, articles, white papers, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans, files and other content contained therein (collectively, the “Company Content”), are owned by or licensed to Company and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Company and our licensors reserve all rights in and to our Site and the Company Content. Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Site and the Company Content for your internal business use.

The foregoing license is subject to these Terms, does not include any right to and you will not: (a) sell, resell or commercially use our Site or Company Content; (b) copy, reproduce, distribute, publicly perform or publicly display the Company Content, except as expressly permitted by us or our licensors in writing; (c) modify the Company Content, remove any proprietary rights notice or markings or otherwise create or make any derivative works or uses of our Site or the Company Content; (d) use any data mining, robots or similar data gathering or extraction methods; (e) reverse engineer any aspect of our Site or the Company Content or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Site; or (f) access or use our Site or the Company Content other than for their intended purposes. Any use of the Site other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted to you.

5. Trademarks

RuralWorks, RuralWorks Partners and any of our other trademarks, including logos, product or service names, slogans and the look and feel of the Site are trademarks of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Site are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

6. Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Site (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Company does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

7. Feedback

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Company, the Company Content, our services or the Site (collectively, “Feedback”) is non-confidential and will become the sole property of Company. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

8. Disclaimers

Your access and use of our Site are at your sole risk. Except as otherwise provided in a writing by us, our Site and any content therein, including Company Content, are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Company does not represent or warrant that our Site or Company Content is accurate, complete, reliable, current or error-free. While Company attempts to make your access to and use of our Site and any content therein, including Company Content, safe, we cannot and do not represent or warrant that our Site or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Site.

9. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company, our subsidiaries and affiliates and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (including attorneys’ fees) (“Claims”) arising out of or related to: (a) your access to or use of the Site; (b) your Feedback; (c) your violation of these Terms; or (d) your conduct in connection with the Site. You agree to promptly notify Company Parties of any Claims, cooperate with Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Company Parties will have control of the defense or settlement, at Company’s sole option, of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company or the other Company Parties.

10. Limitation of Liability

• To the fullest extent permitted by applicable law, Company and the other Company Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Company or the other Company Parties have been advised of the possibility of such damages.

• To the fullest extent permitted by applicable law, the total liability of Company and the other Company Parties for any claim arising out of or relating to these Terms, our Site or Company Content, regardless of the form of the action, is limited to the greater of the amount paid by you, if any, to access or use our Site and US $20.00.

• The limitations set forth in this Section 10 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Company or the other Company Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

11. Transfer and Processing Data

By accessing or using our Site, you consent to the processing, transfer and storage of information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

12. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

• No Representative Actions. You and Company agree that any dispute arising out of or related to these Terms or our Site is personal to you and Company and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
• Arbitration of Disputes. Except for small claims disputes in which you or Company seeks to bring an individual action in small claims court located in the county of your billing address, or disputes in which you or Company seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Company waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Site, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Company, you agree to first contact Company and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Company by email at Terry@ruralworkspartners.com or by certified mail addressed to 801 Nicollet Mall, Suite 1700W, Minneapolis, MN 55402, Attn: Terry Farley. The Notice must (i) include your name, residence address, email address and telephone number; (ii) describe the nature and basis of the Dispute; and (iii) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Company cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to confidential, binding arbitration before one arbitrator held in Minneapolis, MN, unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. Such arbitration will be in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Site (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. For purposes of this Section 12, a “consumer” means a person accessing or using the Site for personal, family or household purposes. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
• You and Company agree that these Terms affect interstate commerce and that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability; provided, however, that the arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
• The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Company and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision. 
• You and Company agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Company will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Company will pay all JAMS fees and costs. You and Company agree that the state or federal courts of the State of Minnesota and the United States sitting in Hennepin County, MN have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
• Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Company will not have the right to assert the claim.
• You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 12 by contacting us at https://www.ruralworkspartners.com/contact/ or emailing Terry@ruralworkspartners.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 13.
• If any portion of this Section 12 is found to be unenforceable or unlawful for any reason: (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 12 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 12; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable.

13. Governing Law and Venue

These Terms and your access to and use of our Site, including without limitation any Company Content, together with any disputes arising in connection with the foregoing will be governed by and construed and enforced in accordance with the laws of Minnesota, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Minnesota or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be exclusively resolved in the state or federal courts of Minnesota and the United States, respectively, sitting in Hennepin County, Minnesota.

14. Modifying and Terminating our Site

We reserve the right to modify our Site, including these Terms, or to suspend or stop providing all or portions of our Site at any time. You also have the right to stop accessing or using our Site at any time. We are not responsible for any loss or harm related to your inability to access or use our Site.

15. Changes to Terms

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Site and update the “Last Updated” date above. We may also attempt to notify you by providing notice, such as by sending an email or otherwise communicating through our Site. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued access to and use of our Site after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Site.

16. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

17. Miscellaneous

The failure of Company to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect.  Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.