as of 11/1/2020
1. SCOPE OF AGREEMENT
By using or otherwise accessing the Services, or any component thereof, in any manner whatsoever, you agree to be bound by and comply with the terms and conditions of this Agreement. If you do not agree to this Agreement, do not access, or use the Services in any manner.
We may add, delete, or modify any of our Services at any time in our sole discretion. We may similarly change this Agreement at any time and we will notify you of any changes (e.g., we will post a revised Agreement or Privacy Statement with a new effective date, or otherwise give notice of new terms). Changes will take effect once we notify you (“effective date”). You can always obtain a current copy of this Agreement at any time on the www.megbouvier.com website. Your use of the Services after the effective date shall constitute your acceptance of such changes. If any new products or services become available from MBMW, they will be considered a part of the Services and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that different terms and conditions apply. You must also comply with any terms that apply to third-party content, material, information, software, or other services which are made available via MBMW Websites.
2. INFORMATION AND PASSWORDS
You may be required to provide us with certain information in order to obtain access to and make use of certain features and functions of the Services including, without limitation, your name or your company’s name, login credentials (e.g., your e-mail address and password), address, telephone number(s), e-mail address, and/or applicable payment data for orders placed for goods and services via the Services (e.g., credit card number, e-mail address, and expiration date) (collectively, your “Information”). You represent, warrant, and covenant to us that any and all Information and any other information or data you provide to us, is and will be true, accurate, and complete when given to us, that in providing such information to us you will not knowingly omit or misrepresent any material facts or information. You further consent and authorize us to verify your Information as required for your use and access to the Services, as applicable.
Certain features and functions of the Services are not generally available to the public. To access and use such features and functions, we may require you to enter your email and password. Third parties may also, from time to time, provide you with additional codes or passwords necessary to perform certain transactions or otherwise access the Services. Your email, password, and any additional codes or passwords are collectively referred to herein as “IDs”. Your IDs are personal to you. You agree that you will not allow another person or entity to use your IDs to access and use the Services under any circumstances.
You are solely responsible for maintaining the strict confidentiality of your IDs and for any charges, damages, liabilities, or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Services using your IDs, and you will be liable to us for such use. You agree to immediately notify us if you become aware of any unauthorized use of your IDs or other need to deactivate an ID due to security concerns.
3. ACCESS TO AND USE OF THE SERVICES
You may not use or allow others to use your IDs and/or the Services, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Services or the MBMW Websites other than as specifically permitted by the MBMW Websites or under a separate written agreement between you and MBMW, and in any event you will not upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Services or the MBMW Websites, that: (a) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically, or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Services; and/or (d) infringes any intellectual property, privacy or proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behavior, use, and conduct. We have no liability, and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information, or material in connection with your IDs.
You also may not use, nor allow others to use, your IDs, the Services, directly or indirectly, to, or otherwise seek to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify the MBMW Websites or Services or any information, data, or materials posted and/or displayed by us or anyone else; (b) act in a way that affects or reflects negatively on us, the Services, the MBMW Websites or anyone else; (c) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party’s prior consent; (d) impersonate anyone; (e) engage in spamming or flooding; (f) use the Services or the MBMW Websites for any unlawful purpose; (g) submit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature or seek to intentionally interfere with or damage, impair or disable the MBMW Websites or their operations, or any user’s enjoyment of it by any means; or (h) “frame” or “mirror” any part of the MBMW Websites. You agree to comply with all local, state, federal laws, statutes, rules, and regulations, as well as any international treaties, which are applicable to your use of the Services.
You are prohibited from violating or attempting to violate the security of the Services or the MBMW Websites, including, without limitation: (a) accessing data not intended for you or logging onto a processor, communications or access device or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Services or the MBMW Websites or to breach security or authentication measures, regardless of your motives or intent; (c) attempting to interfere with or disrupt the Services or MBMW Websites or services to any user, processor, host or network, including, without limitation, by submitting a virus, worm, or Trojan horse; or (d) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security of any MBMW Website may result in civil or criminal liability. We have the right to investigate occurrences that may involve such violations and may involve, provide information to, and cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
4. INTERACTIVE SERVICES
As a part of and in connection with your use of the Services or the MBMW Websites, you may have the opportunity to provide suggestions and feedback to MBMW, such as through surveys, focus groups, or other means, as well as access to and use of discussion groups, chat rooms, bulletin boards, and other interactive functionality (“Interactive Services”). If you participate in or use any Interactive Services, you are responsible for any information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“Content”) you upload, post, link to, or otherwise transmit (collectively “transmit”) and the consequences thereof, and you hereby agree (i) you will not transmit any Content unless you have the right to do so, and (ii) your transmitting Content will not subject us to any claims, suits or actions (and if you transmit any Content you hereby represent and warrant you are at least 18 years of age).
YOU CAN BE HELD LEGALLY LIABLE FOR WHAT YOU TRANSMIT. If you choose to transmit any Content using any Interactive Services, you agree to do so solely for lawful purposes, in compliance with all applicable laws, and in a professional manner. You expressly agree that we have no responsibility for or control over the Content you may transmit using Interactive Services. You agree not to use the Interactive Services to post jobs, market products, solicit resumes, collect email addresses, or conduct surveys except where such activity may be expressly approved by MBMW in writing as the purpose of the Interactive Services or where such activity is expressly permitted under separate written agreement with MBMW.
We make no representation that your use of the Interactive Services will comply with applicable laws or that they were designed to comply with the applicable laws. Additionally, we do not represent, warrant, or guarantee the truthfulness, accuracy, quality, or reliability of any of the Content posted, displayed, linked to, or otherwise transmitted via any Interactive Services. We also do not endorse any opinions expressed in or through any Interactive Services. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
Although we do not actively monitor, regulate, or pre-screen your use of the Interactive Services, we reserve the unconditional right (but not the obligation) to remove, move, or edit any Content we in our sole discretion consider harmful, offensive or unprofessional, disruptive, in violation of law, regulation, or any agreement, including, without limitation:
Content that is or may be in violation of this Agreement.
Content that could reasonably be construed as a violation of federal, state, or international law prohibiting anti-competitive activities or unfair trade practices. For example, participants should not discuss detailed salary, wage, or benefit pay by a company or industry, since such a discussion might fall outside of the FTC/Dept. of Justice safe harbor provisions for sharing of salary, wage, and benefits information. Content that infringes any other person or entity’s copyright, trademark, service mark, trade dress or privacy-related rights.
Content that is unprofessional or is harmful to the image of others.
We have no liability or responsibility to you or any other person or entity for performance or nonperformance of such monitoring activities. Persons found in violation of this Section or any other provision of this Agreement may have their access to such Interactive Services or the MBMW Websites blocked, and, in certain cases, other MBMW membership discipline procedures may be initiated. By submitting Content, you hereby grant to us a non-exclusive, worldwide, royalty-free, perpetual license, with right to sublicense (and assign such license), to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any Content you submit via the Interactive Services by all means and in any media now known or hereafter developed for any use or purpose, including, without limitation, the right to incorporate or implement the Content into any MBMW product or service, and to display, market, sublicense and distribute the Content as incorporated or embedded in any such product or service without compensation to you (and you will have no rights therein).
In addition, by using the Services or the MBMW Websites, you agree to release MBMW and its advertisers from any liability arising from Content transmitted by anyone on the Interactive Services, and you agree to release, hold harmless, indemnify, and defend MBMW and its advertisers from any and all legal or civil actions and penalties and costs, including without limitation attorneys’ fees, arising from any Content you transmit.
MBMW makes no representations or warranties regarding the results any user of Services will achieve, and all users of such Services recognize and agree it shall be entirely up to such users to decide the extent to which they will follow any advice or rely on any materials provided by MBMW, that MBMW cannot predict or guarantee whether use of Services will, for instance, result in a user of the Services receiving any funding or entering into any agreements, and you hereby release MBMW and its agents, employees, members, officers, contractors and representatives from any and all claims you may at any time have in connection with or as a result of your using Services or its following any advice or materials provided by MBMW or otherwise in connection with the Services.
In no event will MBMW be liable to you for any consequential or incidental damages you may incur in purchasing or using the Services, including but not limited to lost profits, and in no event will MBMW’s aggregate liability in respect of your use of the Services exceed fees paid by you to MBMW for such Services. We have no responsibility or liability whatsoever for Services you may obtain from or through other websites or web pages, even if you were directed or linked to such a site or page through the MBMW Website.
Our creation or transmission of an order confirmation does not signify acceptance of your order, nor constitute a binding confirmation of an offer to sell any Service and, unless otherwise set forth in a written agreement between you and MBMW, we reserve the right to accept or decline your order for any reason up until the time the Service is actually delivered to you. Unless set forth otherwise in any written agreement between you and MBMW, we reserve the right at any time, without prior notice, to limit or reduce the quantity you ordered of any Service and we will notify you if we do so.
Services are offered for sale or license only to end user customers or as personal gifts to end user customers and not for resale or licensing. We do not accept orders from dealers, exporters, wholesalers, distributors, resellers, or other similar persons or companies via the MBMW Websites, and reserve the right to refuse, cancel, or seek the return of any Services that are purchased or licensed in violation of the foregoing restrictions. You are responsible for any taxes imposed on the sale, license or use of Services and applicable taxes may be added to the amount charged for Services purchased or licensed on the MBMW Websites. If an order consists of multiple items, they may be shipped separately depending on availability.
6. US TRADE SANCTIONS COMPLIANCE
MBMW must comply with international trade sanctions imposed by the U.S. government. These sanctions prohibit MBMW from providing certain products and services to individuals or organizations located in designated countries, or to a person or organization that is designated on a U.S. government-maintained list. For this reason, individuals who (1) are on any such list or who work for a company that is on such a list, or (2) are affiliated with, or are employed by organizations that are affiliated with, governments of those countries that are subject to sanctions, or (3) are residents of or are ordinarily residents of countries where U.S. sanctions prohibit MBMW from providing certain products or services, will not be able to take advantage of the prohibited products or services.
Further, individuals in certain countries may be subject to additional screening and, in some cases, may be prohibited from using certain products and services as a result of such US government sanctions. Please note, however, that U.S. government sanctions laws change from time to time, and MBMW reserves the right to immediately implement any changes or additions to these restrictions as appropriate.
7. INTELLECTUAL PROPERTY
The content displayed or otherwise made available via the Services (directly or indirectly), including, without limitation, all text, graphics, images, button icons, programs, software, and other data, content, information, and materials, tangible and intangible, and all intellectual property rights in and to the same (the “Material”, which is exclusive of the Content you upload, post or otherwise transmit via Interactive Services), are owned by or licensed to us or our third party partners. In addition, all names, service marks, logos, brands, brand names, trade dress and trade names, and any other distinctive identification are trademarks (the “Trademarks”) owned by us in the U.S. and other countries, or licensed to us or our third-party partners.
You have no rights in or to any Material or Trademarks and you will not use any Material or Trademarks, except as specifically permitted under this Agreement or under any other written agreement entered into between you and MBMW. You may not do or allow anyone else to do anything with the Material or the Trademarks that is not specifically permitted under this Agreement or any such other written agreements. You may not use or display our Trademarks in any manner without our prior written permission. Our Trademarks may not be used in connection with any product or service that does not belong to us, or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us.
Unless otherwise specifically set forth on the MBMW Websites or we give you written permission, you may only use and access, download, and copy the Material (and print a single copy) for your personal use, and you will not alter, erase, or otherwise obscure our copyright, trademark, proprietary, or other notices on the Material. You acknowledge and agree that the Material is made available for informational and educational purposes only without representation or warranty of any kind, is not a substitute for legal advice or your professional judgment, and unless otherwise specifically specified on the MBMW Websites, should not be construed as an endorsement by or representation of the opinions of MBMW. We do not give legal advice. Your reliance upon Material obtained by you on or through the Services is solely at your own risk. You agree to comply with all notices and requirements accompanying third-party Material. All rights not expressly granted in this Agreement are reserved to us.
8. COPYRIGHT COMPLAINTS
MBMW respects the intellectual property rights of others. MBMW may, under appropriate circumstances and at its discretion, disable and/or terminate access to or use of the Services for those users who may be infringing the intellectual property rights of others. If you believe that your work has been copied in a manner that constitutes copyright infringement, please provide to MBMW’s copyright agent [firstname.lastname@example.org] the information specified below. Please note that this procedure is exclusively for notifying MBMW that your copyrighted material has been infringed.
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
A description of the copyrighted work that you claim has been infringed upon.
A description of where the material that you claim is infringing is located on the MBMW Websites.
Your address, telephone number, and e-mail address.
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Copyright Counter-Notices. If content you posted on an MBMW Website is removed for copyright or intellectual property infringement, and you would like to dispute that removal, the process for counter-notifications is as follows:
(i) To file a counter-notification with MBMW you must provide our copyright agent, at the address set forth above, with a written communication that sets forth the items specified below; and (ii) Please note that under the Digital Millennium Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Accordingly, if you are not sure whether certain material infringes your copyright or the copyrights of others, we suggest that you first contact an attorney.
Elements of Counter-Notification. To expedite MBMW’s ability to process a counter- notification, please use the following format:
(i) Identify the specific URLs of or provide other information sufficient to allow MBMW to identify the material that it has removed or to which it has disabled access.
(ii) Provide your full name, address, telephone number and email address.(iii) Provide a statement that you consent to the jurisdiction of the Federal courts located in Hampshire County, MA and the Federal District Court for the judicial district in which your address is located, and that you will accept service of process from the person who provided notification to our copyright agent in accordance with the process outlined above, or an agent of such person;
(iv) Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”; and
(v) Sign the notice. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to MBMW’s copyright agent at the address above.
After MBMW receives your counter-notification it will forward it to the party who submitted the original claim of copyright infringement. Please note that when MBMW forwards the counter-notification it may include any of your identifying information set forth in the counter-notification. By submitting a counter-notification, you consent to having such identifying information revealed in this way.
After MBMW sends out the counter-notification, the claimant must then notify MBMW within ten (10) days that he, she or it has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the WMBW Website. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).
The Services may provide, or third parties may provide, links to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or other materials on or otherwise made available via such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such other content, goods or services made available on or through any such site or resource.
10. DISCLAIMER OF WARRANTY
THE MBMW WEBSITES AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS, AS AVAILABLE” BASIS, AND YOUR USE THEREOF IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND MBMW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE MBMW WEBSITES AND SERVICES, ANY PRODUCTS MADE AVAILABLE TO YOU IN CONNECTION THEREWITH, OR YOUR ACCESS TO OR USE OF ANY OF THE FOREGOING, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND/OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.
WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE MBMW WEBSITES AND/OR OUR SERVICES ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE MBMW WEBSITES AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY AND RELEASE
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MBMW, ITS LICENSORS, SUPPLIERS, PARTNERS, MEMBERS, AFFILIATES, OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE MBMW WEBSITES AND SERVICES, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT MBMW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE MATERIAL OR THE SERVICES (INCLUDING THE INTERACTIVE SERVICES), OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND, OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST US, OUR AFFILIATES, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SUPPLIERS, FOR ANY CLAIMS, ACTIONS, DEMANDS, OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.
You agree to promptly defend, indemnify and hold us (and our members) harmless from and against any and all losses, liabilities, expenses, costs or damages (including our reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions of this Agreement, (b) your use of the Services, and/or (c) the use of the Services by any other person using your IDs. We may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement that may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.
This Agreement will remain in full force and effect while you use the Services. MBMW may restrict, suspend or terminate your access to and use of the MBMW Websites and/or the Services immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to us. Other than as set forth in this Agreement or a further written agreement signed by you and us, ceasing your use of the Services is your sole right and exclusive remedy if you are not satisfied with the Services. Upon the effective date of any such termination, your right to access and use the Services shall immediately cease.
14. GOVERNING LAW AND INTERPRETATION
This Agreement and your use of the Services, will be interpreted under and governed by the substantive laws of the state of Massachusetts, excluding its conflicts-of-law rules. You agree that exclusive jurisdiction and venue of any dispute with MBMW or its licensors, or any of their respective affiliates, officers, members, directors, employees, contractors, agents, representatives or suppliers, arising out of or in any way relating to this Agreement or the Services shall reside in the federal and state courts sitting in the state of Massachusetts, County of Hampshire.
You expressly consent to the exercise of personal jurisdiction by such courts and agree that you will not object to jurisdiction of or venue in such courts on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. The parties hereby agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act (“UCITA”). No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement. You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void. If any term of this Agreement is held invalid, illegal, or unenforceable, the remaining portions shall not be affected.