Last Updated: March 1, 2020.
The Terms for the Website represent a legally binding agreement between you, an individual user or a single entity (collectively or individually “Users”), and The MLC regarding your use of the Website. Together, Users and The MLC are each referred to herein individually as a “Party” or collectively as the “Parties.” When using the Website, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time on the Website (the “Guidelines”). All Guidelines are at this moment incorporated by reference into these Terms.
BEFORE USING THE WEBSITE, PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY ACCESSING, BROWSING, USING AND/OR REGISTERING WITH THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES, AND ANY FUTURE MODIFICATIONS. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE WEBSITE.
1. Children. The Website is not intended for users under the age of 13, and such users are expressly prohibited from engaging in any aspect of the Website, and by engaging in any aspect of the Website you agree, represent, warrant, covenant and guarantee that you are 13 years of age or older. If you are under 13, please do not attempt to send any information about yourself to us, including your name, address, telephone number, or email address. We do not seek through this Website to gather personal information from or about persons under the age of 13. NOTICE: Visit www.OnGuardOnline.gov for tips from the Federal Trade Commission on protecting children’s privacy online. If you are under the age of 18 (or the age of majority in your jurisdiction), you represent that a parent or legal guardian has agreed to the Terms on your behalf.
3. Modification of the Terms. The MLC reserves the right, at our discretion, to change, modify, add or remove portions of these Terms at any time for any reason, and we may notify you of such changes through any of a variety of means, including a change to the “Last Updated” date set forth above and other reasonable means to be determined at our discretion. All changes shall be effective immediately. Please check these Terms periodically for changes. Your continued use of the Website after the posting of changes constitutes your binding acceptance of such changes.
4. Website Access, Linking. The MLC grants you permission to use its Website, solely for its intended purpose as set forth in these Terms, provided that and for so long as (i) you use the Website solely for your personal use; (ii) except as expressly permitted in these Terms, you do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise use or exploit any portion of the Website in any medium without The MLC’s prior written authorization; (iii) you do not alter or modify any part of the Website; (iv) you do not engage in any of the prohibited uses as described in these Terms; and (v) you otherwise fully comply with these Terms. The Website is controlled and offered by The MLC from its facilities in the United States of America. The MLC makes no representations that the Website is appropriate or available for use in other locations. If you are accessing or using the Website from other jurisdictions, you do so at your own risk, and you are responsible for compliance with local laws.
5. Ownership; Proprietary Rights.
(a) General. The Website, including all content, visual interfaces, interactive features, audio, video, digital content, information, text, graphics, designs, compilations, computer code, software, services, proprietary information, copyrights, service marks, trademarks, trade names, distinctive information such as logos, the selection, sequence, “look and feel,” arrangement of items, and all other elements of the Website that are provided by The MLC (“The MLC Materials”) are owned and/or licensed by The MLC and are legally protected, without limitation, under U.S. federal and state laws and regulations, as well as applicable foreign laws, regulations and treaties. Except as expressly authorized by The MLC, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, reverse engineer or disassemble any software or otherwise make unauthorized use of the Website or The MLC Materials. The MLC reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to The MLC Materials, except for the limited rights expressly set forth in these Terms.
6. Prohibited Uses of the Website.
(a) As a condition of your use of the Website, you hereby represent and warrant that you will not use the Website for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section) by these Terms.
(b) Any use by you of any of The MLC Materials and Website other than for your personal use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Website, use of the Website or access to the Website, for any purpose other than for your personal use.
(c) You agree not to create derivative works of the Website content, including, without limitation, montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards or merchandise, unless permitted under these Terms or with the prior written authorization of The MLC and any applicable licensors.
(d) You agree not to use the Website if you do not meet the eligibility requirements described in Section 1 above.
(e) You agree not to defame, harass, abuse, threaten, stalk or defraud Users of the Website, or collect, or attempt to collect, personal information about Users or third parties.
(f) You agree not to intentionally interfere with or damage, impair or disable the operation of the Website or any User’s enjoyment of it by any means, including but not limited to uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, or placing a disproportionate load on the Website with the intended result of denying service to other Users.
(g) You agree not to remove, circumvent, disable, damage or otherwise interfere with any security- related features of the Website, features that prevent or restrict the use or copying of any part of the Website, or features that enforce limitations on the use of the Website.
(h) You agree not to attempt to gain unauthorized access to the Website or any part of it, computer systems or networks connected to the Website or any part of it, through request, hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Website or any activities conducted through the Website.
(i) You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website. You agree neither to modify the Website in any manner or form, nor to use modified versions of the Website, including (without limitation) for the purpose of obtaining unauthorized access to the Website or for the removal of any proprietary notices or labels on the Website.
(j) You agree that you will not use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.
(k) You agree not to utilize framing techniques to enclose any trademark, logo, or other of The MLC Materials without our express prior written consent. You agree not to use any meta tags or any other “hidden text” utilizing The MLC’s name or trademarks without The MLC’s express prior written consent.
(l) You agree not to use any The MLC logos, graphics, or trademarks as part of the link without our express prior written consent.
(m) You agree not to sell, rent, lease, distribute, broadcast, sublicense or otherwise assign any right to the Website to any third party.
(n) You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(o) You agree not to use the Website in any manner that could interrupt, damage, disable, overburden or impair the Website, including, without limitation, “flooding” the servers.
(p) You agree not to modify, adapt, translate, or create derivative works based upon the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(q) You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
Unauthorized or prohibited use of the Website or The MLC Materials may subject you to civil liability, criminal prosecution, or both under federal, state and local laws.
7. Service Availability. MLC may make changes to or discontinue any of The MLC Materials, web communities, services available on the Website at any time, and without notice, and The MLC makes no commitment to update these materials on the Website.
8. Service Testing. From time to time, we test various aspects of the Website, including the platform, user interfaces, service levels, plans, promotions, features, availability of The MLC Materials, and pricing, and we reserve the right to include you in or exclude you from these tests without notice.
9. Feedback. You agree that with respect to any feedback, analysis, suggestions and comments to The MLC provided by you (collectively, “Feedback”), IN CONSIDERATION OF THE MLC PROVIDING ACCESS TO THE WEBSITE FREE OF CHARGE, USER HEREBY GRANTS TO THE MLC THE EXCLUSIVE PERPETUAL, IRREVOCABLE AND WORLDWIDE RIGHT TO USE, COPY, DISPLAY, PERFORM, TRANSLATE, MODIFY, LICENSE, SUBLICENSE AND OTHERWISE EXPLOIT ALL OR PART OF THE FEEDBACK OR ANY DERIVATIVE THEREOF IN ANY EMBODIMENT, MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATION OR CREDIT TO USER. User represents and warrants that User has the right to make the foregoing grant to The MLC and that any Feedback which is provided by User to The MLC does not infringe any third-party intellectual property rights. Notwithstanding the foregoing, The MLC grants to you a non-exclusive, non-transferable, non-sublicensable, world-wide, perpetual and irrevocable license to use the Feedback for your own personal, non-commercial purposes that do not compete, directly or indirectly, with our use of such Feedback.
10. Termination. You agree that your access to the Website may be terminated without prior notice, and you agree that The MLC shall not be liable to you or any third-party for any such termination. The MLC reserves the right to modify, suspend or discontinue the Website and/or access to it at any time and without notice to you, and The MLC will not be liable to you should it exercise such rights, even if your use of the Website is impacted by the change. These remedies are in addition to any other remedies The MLC may have at law or in equity.
11. INDEMNIFICATION; HOLD HARMLESS. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE MLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE WEBSITE; (II) YOUR VIOLATION OF THESE TERMS; AND (III) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS. THE MLC RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER GIVING RISE TO YOUR INDEMNIFICATION OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF THE MLC. THE MLC WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
12. DISCLAIMERS; NO WARRANTIES.
(A) ACKNOWLEDGMENT. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 12, AND SECTIONS 13 AND 14 BELOW, THE TERM THE MLC INCLUDES EACH OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS AND SUBCONTRACTORS.
(B) NO WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE MLC DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE MLC OR THROUGH THE WEBSITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
(C) “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS.” YOU EXPRESSLY AGREE THAT THE USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE, THE MLC MATERIALS, CONTENT, SOFTWARE, GOODS, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE,” “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
(D) WEBSITE OPERATION. THE MLC DOES NOT WARRANT THAT THE MLC MATERIALS, WEBSITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, HACKING, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
(E) ACCURACY. THE MLC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(F) HARM TO YOUR COMPUTER. YOU UNDERSTAND AND AGREE THAT YOUR USING, ACCESSING, DOWNLOADING, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE (INCLUDING RSS FEEDS) IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF, OR OTHER ACCESS TO SUCH MATERIAL OR DATA.
13. LIMITATION OF LIABILITY AND DAMAGES.
(A) LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE MLC OR ITS THIRD PARTY COLLABORATORS, LICENSORS OR SUPPLIERS, BE LIABLE FOR PERSONAL INJURY OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF, OR THE INABILITY TO USE, THE MLC MATERIALS ON THE WEBSITE, THE WEBSITE ITSELF, OR ANY OTHER INTERACTIONS WITH THE MLC, EVEN IF THE MLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) LIMITATION OF DAMAGES. IN NO EVENT SHALL THE MLC OR ITS THIRD PARTY COLLABORATORS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE).
14. LIMITATIONS BY APPLICABLE LAW; BASIS OF THE BARGAIN.
(A) LIMITATIONS BY APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
(B) BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT THE MLC HAS OFFERED ITS SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE MLC, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE MLC. YOU ACKNOWLEDGE AND AGREE THAT THE MLC WOULD NOT BE ABLE TO PROVIDE THE WEBSITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
(a) DISCLAIMER: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.
(a) Notice. The MLC may provide you with notices, including those regarding changes to these Terms, by postings on the Website. You may provide The MLC with notices only by mail to the address indicated in subsection (l) below.
(b) Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of New York, with regard to contracts to be performed entirely therein, without giving effect to any principles of conflicts of law. The Uniform Computer Information Transactions Act does not apply to these Terms.
For any dispute you have with us, you agree to first contact us through email at Notices@TheMLC.com
and to attempt to resolve the dispute with us informally. If we have not been able to resolve the dispute with you informally within thirty (30) days, we each agree to resolve any claim, dispute, or controversy arising out of or in connection with or relating to these Terms by You agree that any action at law or in equity arising out of or relating to these Terms or the Site shall be filed only in the state or federal courts in and for New York County, New York and you hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, WE AND YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
(c) Notice for California Users.
Under California Civil Code Section 1789.3, users of our Website service from California are entitled to receive the following information on how to resolve a complaint regarding the Website service or to receive further information regarding use of the Website service:
Such complaints or requests may be submitted to The Mechanical Licensing Collective by using one (1) of the following methods:
By email: Notices@TheMLC.com
By U.S. Postal Mail:
Attn: Website Notices
4322 Harding Pike, Suite 417 - PMB #77
Nashville, TN 37205
(d) Claims. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If, for any reason, we believe, have reason to believe, suspect or are notified of any act, omission or circumstances which may or could (i) compromise or endanger the health, well-being or safety of any person, (ii) cause or lead to damage to persons or property (tangible or intangible), (iii) adversely affect, infringe upon or misappropriate the rights of others, (iv) harass or interfere with any other user or person, firm or enterprise, (v) interfere with or bypass our security or other protective measures applicable to our systems, networks and communications capabilities, (vi) breach or violate these Terms, or (vii) violate any law or regulation, we have the right, reserving cumulatively all other rights and remedies available to us at law, in equity and under this agreement with you, to report and provide information to any and all regulatory and law enforcement authorities and agencies and take any action permitted by law.
(e) Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of The MLC to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
(f) Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
(g) Assignment. The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by The MLC without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
(h) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
(i) Entire Agreement. This is the entire agreement between you and The MLC relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any Services Agreement that you may have entered into with The MLC. These Terms shall not be modified except in writing, signed by both parties, or by a change to these Terms made by The MLC as set forth in Section 3 above. All rights not expressly granted in these Terms are reserved to us.
(j) Disclosures. The services hereunder are offered by The MLC, which can be contacted at:
Attn: Website Notices
4322 Harding Pike, Suite 417 - PMB #77
Nashville, TN 37205
Copyright © 2020 The Mechanical Licensing Collective. All Rights Reserved.