Effective Date: March 1, 2012 to-date.
4. Access to the Sites and Services. 4.1. Physical Connection To Sites. You are responsible, at Your cost and expense, for providing all equipment necessary to access the internet, the Sites and the Services. Requirements for access to the Sites and Services are available from MDC.
4.2. Site Availability. MDC may make the Sites and Services unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of MDC, access to the Sites and/or Services may be interrupted, suspended or terminated from time to time. YOU AGREE THAT MDC SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE SITES OR SERVICES.
5. Appropriate Activities. 5.1. Applicable Laws. You agree to comply with all applicable local, state, federal, and international laws, statutes, rules and regulations relating to Your use of the Sites and the Services.
5.2. Malicious Intent. You agree not to tamper with the software or functionality of the Sites and Services and not to introduce any material into the Sites or the Services that contains any viruses, pornographic or otherwise objectionable content, time bombs, trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information, or any material that is illegal, inaccurate, misleading, misappropriated, infringing, dilutive, defamatory, obscene, offensive or otherwise objectionable. You may not take any action which imposes an unreasonable or disproportionately large load on MDC’s infrastructure, including, but not limited to, hacking, file sharing, “spam” e-mail or other such unsolicited mass e-mailing techniques. You are responsible for taking all reasonable precautions necessary to ensure the security and integrity of Your system. MDC reserves the right, in its sole discretion, to suspend or terminate Your use of the Sites or Services in the event of Your breach of this Section 5.2.
5.3. Information; Privacy. You shall not take any action, or omit to take any reasonable action, which would constitute an invasion of privacy of any other user of the Sites or Services in any applicable jurisdiction. Use or distribution of tools designed for compromising privacy or security is strictly prohibited.
5.4. Acceptable Use. Your use of the Sites and Services shall comply with MDC’s acceptable use policy, as such acceptable use policy may be modified by MDC from time to time.
5.5. Access Control. Promptly after the Effective Date, You will provide a list to MDC of the individuals permitted to access the Sites and Services. MDC shall have the right to limit Your access to the Sites and Services solely to the individuals that are specified on such list.
5.6. Restrictions on Use. You shall not and shall not permit others, including Your employees and agents, to reproduce, reverse engineer, de-compile, disassemble, alter, translate, modify, adapt, market, resell, or sublease any Sites and Services.
6. Information on the Sites. 6.1. Information Provided by MDC. MDC makes no warranties as to the accuracy of content posted on the Sites or provided through the Services. It is up to You to take precautions to ensure that information and content You download, is transmitted by MDC to You, or that You otherwise select for use is free of viruses and other destructive items and complies with all applicable laws and regulations.
6.2. Links. The Sites may contain links to third party websites not under the control or operation of MDC. Such links are provided only as a convenience and MDC does not endorse and is not responsible for the contents or any linked site or any link contained in a linked site. MDC reserves the right to revoke its consent to any link at any time in its sole discretion.
7. Security. You acknowledge that MDC cannot guarantee that the Sites, Services or information transmitted by You to the Sites will be protected against actions beyond its reasonable control. 7.1. Intellectual Property and Privacy. All data and materials developed or provided by MDC in connection with the operation of the Sites, including, without limitation, all proprietary rights inherent therein or appurtenant thereto, shall be the exclusive property of MDC and may not be used by You without MDC’s express written consent. You hereby grant to MDC a non-exclusive, worldwide, transferable, perpetual, irrevocable and royalty-free license to use, display, publish and distribute, in connection with operating and promoting the Sites and/or Services, in any media now known or hereafter developed, all information and materials collected from You or provided by You.
9. Relationship of the Parties. You and MDC are independent contractors, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created by Your use of the Sites.
11. Disclaimer of Warranty. YOU ACKNOWLEDGE AND AGREE THAT MDC PROVIDES THE SITES AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OR CONDITION, EXPRESS OR IMPLIED. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SITES IS AT YOUR SOLE RISK. MDC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF (I) MERCHANTABILITY, (II) FITNESS FOR A PARTICULAR PURPOSE, (III) NON-INFRINGEMENT, AND THAT SERVICES OR ACCESS TO THE SITES WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE.
12. Limitation of Liability. MDC SHALL HAVE NO LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, ACTS OR OMISSIONS BY USERS OF THE SITES OR THIRD PARTIES AND OUTAGES OR NON-AVAILABILITY OF THE SITES OR ANY OF THE SERVICES. YOU AGREE THAT NEITHER MDC, NOR ANY OFFICER, AFFILIATE, DIRECTOR, EQUITY HOLDER, AGENT OR EMPLOYEE OF MDC WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL DAMAGES OR LOST PROFITS.
13. Indemnification. You shall indemnify, defend, and hold harmless MDC, its officers, affiliates, directors, equity holders, agents and employees with respect to any claim, demand, cause of action, debt, judgment or liability, including reasonable attorneys’ fees, to the extent that it is based upon a claim that: (i) arises out of or in relation to Your use of the Sites and/or the Services and is not caused by the negligence or conduct of MDC; (ii) if true, would constitute a breach of any of Your representations, warranties or agreements hereunder; or (iii) arises out of Your gross negligence, willful misconduct, or abandonment. MDC may, at its discretion and at its own expense, assist in the investigation, defense or negotiation of any indemnified claim through counsel selected by MDC. Any settlement intended to bind MDC shall not be valid or binding on MDC without MDC’s prior written consent.
14. Jurisdiction Issues. MDC makes no representations that the Sites and Services are appropriate for use in all locations, or that transactions, products or Services discussed are available or appropriate for sale or use in all jurisdictions. Those who access the Sites and/or use the Services do so on their own initiative, and are responsible for compliance with applicable local laws and regulations.
15.4. Use of Name. You may not publicly use MDC’s name, trademarks or logos without MDC’s prior written consent.