Last Revised 5-2-2017
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE AND/OR ANY PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE WEBSITE.
1. Description of MBS Products and Services
The Missouri Business Services, Inc. (MBS) website (accessible at www.ShowMeBusiness.com) (the “Website”) exists to provide sponsored and non-sponsored information, content, products, services and other materials, including form documents and informational newsletters, to people and companies doing business or interested in doing business in Missouri.
MBS provides the Website and all information, content, applications, products, services and other materials available at or through the Website, including the online marketplace, pursuant to and subject to your compliance with this Terms and Conditions of Use Agreement (this “Use Agreement”). Please read this Use Agreement carefully before accessing or using the Website, opening an MBS Member Account, subscribing to any newsletters or other content, purchasing any products or services through the online marketplace, or accessing or using any other products, services or content available at or through the Website. By accessing and using the Website, opening an MBS Member Account, subscribing to any newsletters or other content, purchasing any products or services through the online marketplace, or accessing or using any other products or services available at or through the Website, you accept to be bound by the terms and conditions of this Use Agreement without limitation, qualification or change by you and you agree that this Use Agreement constitutes “a writing signed by you” under any applicable laws or regulations. If at any time you do not accept all of the terms and conditions of this Use Agreement, which may be modified by MBS at any time in its discretion and without direct notice (unless prior notice is required by law), you must immediately discontinue use of the Website, the MBS Member Account, the online marketplace, and all other products and services available at or through the Website.
In this Use Agreement, “we”, “us” or “our” refer to MBS, and “you” or “your” refer to each visitor, user and customer of the Website, each person who opens an MBS Member Account, and each user or purchaser of any other products and services available at or through the Website.
2. Access to the Website is Free
Access to and use of the Website is currently available without charge. If you choose to sign up for an MBS Member Account, which is also provided at no charge, you may receive periodic emails from MBS with information of interest to people or companies doing business or seeking to do business in Missouri, including newsletters published by MBS or an affiliated company. Certain products and services are available for purchase through the Website for a fee.
3. Opening an MBS Member Account is Free
There is currently no charge to open an MBS Member Account. When you first purchase a product or service at or through the Website’s online marketplace, an MBS Member Account will automatically be created, without charge, for that and any future purchases you make at or through the Website.
To open an MBS Member Account, you must provide your email address along with other requested information (click here to open a free MBS Member Account). When you open an MBS Member Account form, we will send confirmation to the email address you provided in that account.
It is very important that the email address we have on file for you be kept up-to-date at all times and that all other information you provide in connection with your MBS Member Account is current, complete and accurate. It is your responsibility to maintain the currency, completeness, and accuracy of your MBS Member Account data and information and any loss caused by your failure to do so is your responsibility. Without your current email address on file, MBS will be unable to deliver timely and important information about your MBS Member Account, including service of process and other official documents received by MBS if you have purchased MBS registered agent service. If you fail to maintain a current viable email address, or if you submit and/or maintain information that is not current or is incomplete or inaccurate, we may reject or cancel your MBS Member Account and/or terminate any other services provided by MBS, including registered agent service. You understand, acknowledge and agree that MBS does not confirm the accuracy or completeness of any information you submit to MBS, including through the Website or otherwise, has no responsibility to do so, and relies and is entitled to rely entirely on the data and information you provide to MBS, through the Website, your MBS Member Account or otherwise.
4. Users Must Be At Least 13 Years Old
The Website, the online marketplace, and all other products, services and content available at or through the Website are not directed to any person under the age of 13 and we do not direct targeted advertising to any person under the age of 13. Moreover, we do not knowingly collect, use and/or disclose personally identifiable information from any person under the age of 13. If we determine upon collection that a user is under the age of 13, we will not use or maintain his/her Personal Information without the parent/guardian’s consent, in accordance with the United States Online Privacy Protection Act of 1998 and the regulations promulgated thereunder. If we become aware that we have unknowingly collected personally identifiable information from a child under the age of 13, we will make reasonable efforts to delete such information from our records.
5. Your Representations and Warranties
You hereby state, represent and warrant to MBS that: (a) all information provided or disclosed by you to MBS, including in any MBS Member Account or in connection with any products or services purchased at or through the Website (“Member Data”), is true, accurate, current and complete; (b) you will maintain and promptly update your Member Data to ensure that it remains true, current, accurate and complete at all times; and (c) you otherwise have the full right, ability and legal authority to access and use the Website, to open an MBS Member Account, to subscribe to any newsletters and other content, to purchase products and services at or through the online marketplace, and use and access any other products, services or content available at or through the Website.
6. User Code of Conduct
As a condition of accessing or using the Website, opening an MBS Member Account, subscribing to any newsletters or other content, purchasing any products or services at or through the online marketplace, or accessing or using any other products or services available at or through the Website, you agree that you will not:
- Upload, post, email, transmit, deliver or otherwise make available on or through the Website any unsolicited advertisements, promotional materials, junk email, bulk email (also known as “spam”), chain letters, surveys or contests, or solicit participation in any pyramid schemes.
- Upload, post, email, transmit, deliver or otherwise make available on or through the Website any unlawful (according to local, state, federal, or international law or regulation) postings on or through the Website, or any postings which advocate illegal activity.
- Upload, post, email, transmit, deliver or otherwise make available on or through the Website, or provide links to, any postings containing material that could be considered harmful, obscene, pornographic, indecent, lewd, violent, abusive, profane, insulting, threatening, harassing, hateful or otherwise objectionable.
- Upload, post, email, transmit, deliver or otherwise make available on or through the Website, or provide links to, any postings containing material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age, or disability.
- Upload, post, email, transmit, deliver or otherwise make available on or through the Website, or provide links to, any postings containing defamatory, false or libelous material.
- Use the Website, the AllBiz blog or any other MBS service to “stalk” or otherwise harass any other person.
- Upload, post, email, transmit, deliver or otherwise make available on or through the Website any posting that infringes or violates any intellectual property or other right of any entity or person, including, without limitation, copyrights, patents, trademarks, laws governing trade secrets, rights to privacy, or publicity.
- Upload, post, email, transmit, deliver or otherwise make available for sale or sell on or through the Website any posting to that you do not have a right to make available under law or contractual or fiduciary relationships.
- Impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, or adopt a false identity if the purpose of doing so is to mislead, deceive, or defraud another.
- Manipulate identifiers, including by forging headers or employing misleading email addresses or IP addresses, in order to disguise the origin of any posting that you deliver.
- Deliver any posting containing personal information, such as phone numbers, social security numbers, account numbers, addresses or employer references.
- Upload, post, email, transmit, deliver or otherwise make available for sale or sell on or through the Website any stolen goods or any products or services which may not be legally offered for sale and/or sold.
- Upload, post, email, transmit, deliver or otherwise make available for sale or sell on or through the Website any materials that infringe a patent, trademark, trade secret, copyright or other intellectual property right of another person or entity or that violate any rights of privacy or publicity, or that defame or libel any person or entity, or offer content that you do not have a right to make available under any law or under contractual or fiduciary relationships (including without limitation any goods purchased or obtained by you without right of resale such as promotional materials or school market-restricted materials.
- Use the Website or any other MBS products and services in any manner which could damage, disable, overburden, or impair or otherwise interfere with the use of the Website, or cause damage, disruption or limit the functioning of any software, hardware, or telecommunications equipment.
- Attempt to gain unauthorized access to the Website, any related website, other accounts, computer system, or networks connected to the Website, through hacking, password mining, or any other means.
- Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website, including harvesting or otherwise collecting information about others such as email addresses.
- Use Web-accelerated browsers or products (including but not limited to NetJet, NetSonic, MSIECrawler and Teleport-Pro), or other applications that are capable of copying large portions of content from the Website. MBS may detect the use of these systems through live log file analysis and will ban any future use by offenders.
- Use robots, crawlers, spiders, data mining tools or other automated means to download data from the Website, excepting only internet search engines (e.g. Google or Yahoo!) and non-commercial public archives (e.g., www.archive.org) that comply with our robot.txt file or are “well-behaved” web services/RSS/Atom clients, as we determine to be appropriate from time to time in our discretion.
- Use any device, software or routine or the like to interfere or attempt to interfere with any Website functionality.
- Take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure, including by engaging in “flooding attacks.”
- Use any email addresses appearing on the Website for purposes not relating specifically to the Website.
- Access the Website by any means other than through the interface that is provided by MBS, or attempt or access any area of the Website to which your access is not authorized.
- Reverse engineer, reverse assemble or otherwise attempt to discover any source code relating the Website, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
7. User-Submitted Content
MBS will use reasonable efforts to restrict conduct and/or eliminate content, information or materials from the Website which violates the policies set forth in this Use Agreement. However, you recognize and agree that MBS does not pre-screen all content, information, products, services or materials that may be available or accessible at or through the Website, and MBS may not be able otherwise to prevent, restrict and/or immediately eliminate any and all offending conduct and/or content, information or materials from the Website. Consequently, you further acknowledge and agree that (i) MBS is not and cannot be responsible for any content, information, or materials made available through the Website, through the online marketplace, or any other products and services by any third party, (ii) you may be exposed to such materials, information or content, and (iii) you bear all risks associated with the exposure to and/or use of any such materials, information or content, including without limitation any reliance on the accuracy, completeness, or usefulness of such materials, information or content.
In all events, MBS shall have the right (but not the obligation) in its sole discretion to refuse, move or remove any content, information or materials that is made available through the Website. Without limiting the generality of the foregoing, MBS and its designees shall have the right to remove any content that violates this Use Agreement or is otherwise objectionable, as we determine in our discretion. You specifically agree that MBS is not responsible for any information, content or materials sent using and/or included in the Website or through the online marketplace or in any other products or services by any third party.
8. User Communication Services
The Website may contain bulletin board services, news groups, webinars, forums, blogs and/or other message or communication facilities (“Communication Services”) designed to enable you to communicate with others. You agree to use the Communication Services only to submit or post messages and material that are proper and, when applicable, related to the particular Communication Service. You are also prohibited from submitting to, posting or transmitting through the Website, via any Communications Services or otherwise, any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. Content that consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” is prohibited. You may not use a false or unauthorized email address or postal address, impersonate any person or entity, or otherwise mislead as to the origin of your posted content.
Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties are those of the respective authors or distributors and not of MBS, nor any of its shareholders, directors, officers, employees, or agents. You acknowledge that MBS does not pre-screen all information, content or materials, but that MBS and its designees shall have the right (but not the obligation) in their sole discretion to refuse, move or remove any information, content or materials that are made available via the Communication Services. Without limiting the foregoing, MBS and its designees shall have the right to remove any information, content or materials that violate this Use Agreement or are otherwise objectionable, as we determine in our discretion. You specifically agree that MBS is not responsible for any information, content or materials sent using and/or included in the Communications Services by any third party.
9. Links to Third Party Sites
10. Accuracy and Availability of Information
Facts and information at the Website are believed to be accurate at the time they were placed on the Website. Changes may be made at any time without prior notice. All data provided on the Website is to be used for information purposes only. The information contained on the Website and pages within, is not intended to provide specific legal, financial or tax advice, or any other advice, whatsoever, for any individual or company and should not be relied upon in that regard. The services described on this website are only offered in jurisdictions where they may be legally offered. Information provided in our website is not all-inclusive, and is limited to information that is made available to MBS and such information should not be relied upon as all-inclusive or accurate.
11. No Legal Advice
MBS is not a law firm and is not permitted to engage in the practice of law. MBS cannot provide legal advice and its employees cannot act and are not acting in any manner as your attorney and no attorney-client relationship exists between you and MBS or any employees of MBS, and no such relationship is created by using or accessing the Website, by opening an MBS Member Account, by purchasing any products or services at the online marketplace, by using or accessing any other products or services available at or through the Website, by sending or receiving any information from MBS, or by speaking with any MBS employee. No communication with MBS is privileged. MBS is prohibited from providing any kind of advice, explanation, opinion, or recommendation to you about possible legal rights, remedies, defenses, options, selection of forms or strategies. The information, content and materials available at or through the Website or the AllBiz blog, including in any newsletters, forms or other products purchased at the online marketplace, are for self-help, informational purposes only, and is not and should not be construed as legal advice on any subject matter.
You should not act or refrain from acting on the basis of any information, content or materials included in the Website without seeking appropriate advice on your particular facts and circumstances from professional advisors in your state. The author, MBS and its owners expressly disclaim all liability in respect to actions taken or not taken based on any or all the information, contents or materials available at or through the Website.
12. Software and Downloads Available Through the Website
Any software that is made available to access, use, view and/or download in connection with the Website (“Software”), including applications, podcasts, audio streaming, or video streaming, is owned or controlled by MBS, one or more companies commonly owned by or with MBS, and/or their licensors and suppliers, and is protected by copyright laws and international treaty provisions. Your use of the Software is limited to private, non-commercial use and is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software. MBS accepts no responsibility or liability in connection with any Software owned or controlled by third parties
13. Copyright Policy
We respect the intellectual property rights of others, and we ask that you do the same. It is our policy to disable access to or remove material that we believe in good faith to be infringing on a copyrighted work. We will also disable and/or terminate the accounts of subscribers who we believe are infringing copyrighted works. Our Copyright Policy has been developed in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws, and is available by clicking here. By accepting this Use Agreement, you agree also to be bound by our Copyright Policy, which is by this reference expressly incorporated into this Use Agreement.
15. LIMITATION OF DAMAGES AND LIABILITY
IN NO EVENT SHALL MBS OR ANY COMPANY COMMONLY OWNED BY OR WITH MBS OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO (i) loss of goodwill, business, revenue, profits, use, data, business opportunity, or other economic advantage; (ii) your inability to use, unauthorized use of, performance or non-performance of the Website, the online marketplace, or any other products or services available at or through the Website; (iii) unauthorized access to or tampering with your personal information or transmissions; (iv) the provision or failure to provide any service; (v) errors or inaccuracies contained on the Website, in any MBS Member Account, in any newsletter or other content, in any products or services available for sale through the online marketplace, or in any other products or services or any information, software, products, services, and related graphics obtained through the Website or in any other products and services available at or through the Website; (vi) any transactions entered into through the Website, including any transactions through the online marketplace; (vii) any property damage including damage to your device or computer system caused by viruses or other harmful components, during or on account of access to or use of the Website or any site to which it provides hyperlinks; or (viii) damages otherwise arising out of the use of the Website, any MBS Member Account, any newsletter or other content, and/or any other products or services available at or through the Website.
THESE LIMITATIONS SHALL APPLY REGARDLESS OF HOW ANY ALLEGED DAMAGES ARISE, WHETHER IN AN ACTION IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORTIOUS ACTION, OR ARISING OUT OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE WEBSITE OR MATERIALS AVAILABLE FROM OR THROUGH THE WEBSITE, ANY MBS MEMBER ACCOUNT, ANY NEWSLETTER OR OTHER CONTENT, OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE WEBSITE, EVEN IF MBS ANY COMPANY COMMONLY OWNED BY OR WITH MBS OR THEIR AGENTS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF THIS LIMITATION OF LIABILITY, OR THE EXCLUSION OF REPRESENTATIONS AND WARRANTIES BELOW, IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE MAXIMUM LIABILITY OF MBS AND/OR ANY COMPANY COMMONLY OWNED BY OR WITH MBS AND/OR ANY OF THEIR AGENTS FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $100.00. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
YOU HEREBY ACKNOWLEDGE THAT YOU UNDERSTAND THAT BY ACCESSING AND USING THE WEBSITE, ANY MBS MEMBER ACCOUNT, ANY NEWSLETTER OR OTHER CONTENT, PURCHASING ANY PRODUCTS OR SERVICES THROUGH THE ONLINE MARKETPLACE, OR ANY OTHER PRODUCTS AND SERVICES AVAILABLE AT OR THROUGH THE WEBSITE, AND BY AGREEING TO THE TERMS OF THIS USE AGREEMENT, YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. IF YOU ARE A CALIFORNIA RESIDENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, §1542 OF THE CIVIL CODE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” FURTHERMORE, IF YOU ARE A RESIDENT OF ANOTHER STATE OR JURISDICTION, YOU AGREE TO WAIVE IN ADVANCE ANY SIMILAR LAWS OF SUCH OTHER STATE OR JURISDICTION.
16. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR USE OF, AND RELIANCE ON, ANY ADVICE OR INFORMATION OBTAINED FROM OR THROUGH THE WEBSITE, ANY MBS MEMBER ACCOUNT, ANY NEWSLETTER OR OTHER CONTENT, ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE ONLINE MARKETPLACE, AND/OR ANY OTHER PRODUCTS AND SERVICES AVAILABLE AT OR THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE AND ALL CONTENT (INCLUDING ANY NEWSLETTERS), SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS, AND OTHER MATERIALS CONTAINED WITHIN OR AVAILABLE THROUGH OR FOUND AT THE WEBSITE AND/OR IN ANY OTHER PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND BY MBS OR ANY COMPANY COMMONLY OWNED BY OR WITH MBS OR THEIR AGENTS. MBS AND ANY COMPANY COMMONLY OWNED BY OR WITH MBS AND THEIR AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT (INCLUDING ANY NEWSLETTERS) OR MATERIALS INCLUDED ON THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, MBS AND ANY COMPANY COMMONLY OWNED BY OR WITH MBS AND THEIR AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD-PARTIES. MBS AND ANY COMPANY COMMONLY OWNED BY OR WITH MBS AND THEIR AGENTS MAKE NO REPRESENTATION OR WARRANTY THAT THE WEBSITE WILL BE AVAILABLE OR ACCESSIBLE AT ANY PARTICULAR TIME OR WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE AND/OR ITS SERVER WILL BE FREE OF VIRSUES AND/OR OTHER HARMFUL COMPONENTS. MBS AND ANY COMPANY COMMONLY OWNED BY OR WITH MBS AND THEIR AGENTS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY MATERIAL OF ANY KIND CONTAINED WITHIN OR AVAILABLE THROUGH THE WEBSITE, INCLUDING ANY NEWSLETTER, FOR ANY PURPOSE, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHIC CONTENT. MBS AND ANY COMPANY COMMONLY OWNED BY OR WITH MBS AND THEIR AGENTS ARE NOT RESPONSIBLE FOR ANY FAILURES CAUSED BY SERVER ERRORS, MISDIRECTED OR REDIRECTED TRANSMISSIONS, FAILED INTERNET CONNECTIONS, INTERRUPTIONS IN TRANSMISSIONS OR RECEIPTS OF ANY INTERACTIVE SERVICES, OR ANY COMPUTER VIRUS OR OTHER TECHNICAL DEFECT, WHETHER HUMAN OR TECHNICAL IN NATURE.
You agree to indemnify, defend and hold harmless MBS and any company commonly owned by or with MBS and their respective shareholders, members, managers, officers, directors, employees, agents, and licensors from and against any and all claims, causes of action, demands, liabilities, damages, losses, expenses (including reasonable attorneys’ fees and costs) and assessments (including tax assessments) arising out of or in any way related to: (a) your access to or use of the Website, any MBS Member Account, any newsletter or other content or any other products and services available at or through the Website; (b) any product, content (including any newsletter), information, materials or services available at or through the Website; (c) your breach or purported or threatened breach of any provision of this Use Agreement or any warranty you provide herein, or (d) your violation or purported or threatened violation of any applicable laws, rules, regulations or rights. You agree to cooperate fully with MBS and any company commonly owned by or with SMBS and their agents in asserting any available defenses in connection with a claim subject to indemnification by you under this Use Agreement.
18. Third-Party Merchants; Advertisements, Sponsorships, Co-Promotions and Other Partnerships
The Website may enable you to order and receive products, information and services from businesses that are not owned or operated by MBS. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between you and such businesses. MBS does not endorse, warrant, or guarantee such products, information, or services, and is not liable for the accuracy, completeness, or usefulness of such information or the quality of availability of such products or services. MBS will not be a party to or in any way responsible for monitoring any transaction between you and third-party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility and are not part of the fees, if any, charged for any products or services available at or through the Website.
MBS may display advertisements for the goods and services of a third party on the Website, including in connection with co-promotions, sponsorships and other similar partnership arrangements. MBS does not endorse or represent and is not responsible for the safety, quality, accuracy, reliability, integrity or legality of any such goods or services advertised, promoted or displayed on the Website or in any products and services available at or through the Website.
MBS reserves the right to suspend or terminate, or take any other action or remedy that we deem reasonable, appropriate or necessary, in our sole discretion, with respect to any MBS Member Account immediately, without prior notice or liability, for any reason. If we terminate an MBS Member Account, your right to access or use that account and any information, content or materials associated with that account will immediately cease. You may terminate an MBS Member Account at any time and for any reason, and we will make available through the Website reasonable means for you to do so. All provisions of this Use Agreement will survive termination, including, without limitation, ownership provisions, licenses, warranty disclaimers, indemnity, and limitations of liability.
20. International Use/U.S. Export Controls
You recognize that accessing materials on the Website by certain persons in certain countries may not be lawful, and MBS makes no representation that the information, content, materials, products and services available on or at the Website are appropriate or available for use in locations outside the United States. If you choose to access the Website from outside the United States, you do so at your own risk and initiative, and are responsible for compliance with any applicable local laws.
The United States controls the export of any software downloadable from the Website. No software or any other materials associated with the Website may be downloaded or otherwise exported or re-exported to countries or persons prohibited under export control laws, including but not limited to countries against which the United States has embargoed goods, or to anyone on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Deny Orders. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of any such materials. By using and/or downloading any such materials from the Website, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country to which such import, export, or re-export is prohibited or are not a person or entity to which such export is prohibited.
21. Your Additional Representations and Warranties
You represent and warrant to MBS that: (a) you possess the legal right and ability to enter into this Use Agreement; (b) all information submitted by you to MBS, including on or through the Website, is true and accurate; and (c) you are at least 13 years of age.
22. Miscellaneous Provisions
A. MBS Property and Rights. The Website and all content, text, photographs, images, illustrations, graphics, video material, audio material, software, MBS and MBS logos, titles, characters, names, graphics and button icons on the Website (collectively the “MBS Intellectual Property”), are protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The MBS Intellectual Property is owned or controlled by MBS or by other parties that have provided rights thereto to MBS.
You may not, and agree that you will not, reproduce, download, license, publish, enter into a database, display, modify, create derivative works from, transmit, post, distribute or perform publicly by any means, method, or process now known or later developed, de-compile, reverse engineer, disassemble, use on another computer-related environment, transfer or sell any MBS Intellectual Property, in whole or in part, without the express written permission of MBS or as otherwise permitted in this Use Agreement; provided, however, that you may download one copy of information on the Website on a single computer for your own personal, non-commercial use provided you are in compliance with this Use Agreement.
Other trademarks, service marks, product names and company names or logos appearing on the Website or any other products or services available at or through the Website that are not owned by MBS may not be used without express permission from their owners. Additionally, unless otherwise restricted or prohibited by MBS or in this Use Agreement, websites may link, by hyperlink or otherwise, to the Website homepage and any page beyond the homepage of the Website, and/or frame the Website, or any web page or material herein, and may include a link to any aspect of the Website in an email for commercial purposes.
B. Governing Law; Dispute Resolution. This Use Agreement is governed by and shall be construed in accordance with the laws of the State of Missouri USA, without regard to principles of conflict of laws, and is deemed to be made at MBS’s offices in St. Louis County, Missouri USA. To the extent you have in any manner violated or threatened to violate the intellectual property rights of MBS and/or any company commonly owned by or with MBS, then MBS and/or such commonly owned company may seek injunctive or other appropriate relief in any state or federal court in the State of Missouri USA, and you consent to exclusive jurisdiction and venue in such courts. Any other disputes will be resolved as follows:
(1) If a dispute arises under this Use Agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in St. Louis County, Missouri USA. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.
(2) If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration in St. Louis County, Missouri USA, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
C. Consent to Electronic Notices and Other Communication. You agree that all of your transactions with us relating to this Use Agreement, the Website or any other products or services available at or through the Website may, at our option, be conducted electronically, including any that we are otherwise required to provide in “writing”. For example, we may send you notice via postings at the Website or via email to any email address that you provide to us in your MBS Member Account or during any purchase at the online marketplace. If you do not wish to deal with us electronically, you should not access or use the Website, open an MBS Member Account, purchase any products or services at the online marketplace, or access or use any other products or services available at or through the Website. If applicable law now or later requires us to communicate with you non-electronically, we reserve the right to charge a fee for doing so. Notice will be deemed given 24 hours after the email is sent, unless (for email) we are notified that the email address is invalid.
D. Print a Copy for Your Records. You agree to print or make an electronic copy of this Use Agreement (and any amendment from time to time) and retain it in your records. You also agree to make a copy of any other information that we deliver to you in writing.
E. Modification/Termination. MBS may modify the provisions of this Use Agreement at any time in its absolute discretion. When MBS changes the terms of this Use Agreement, MBS will endeavor to notify you by email or online postings on the Website. The changes will also appear in this Use Agreement. Please review this Use Agreement periodically for changes. If you do not agree to be bound by the modified terms of this Use Agreement, you should not use or access the Website or any MBS Member Account again and you should not continue to access or use any products or services available at or through the Website. By accessing or using the Website, opening an MBS Member Account, using the online marketplace, or using or accessing any other products or services available at or through the Website, you are agreeing to be bound by the terms of this Use Agreement as modified at any time or from time to time by MBS.
MBS may terminate or suspend any MBS Member Account and/or your access to or use of the Website (or any part thereof), the online marketplace, or any other products, services or content available at or through the Website, with or without notice, for any conduct that MBS, in its sole discretion, believes is in violation of this Use Agreement, any applicable law, or for any act which is harmful to the interests of another user, service provider, or MBS, or for any other reason whatsoever. Applicable sections of this Use Agreement will survive any termination or expiration of this Use Agreement.
MBS reserves the right, in its sole discretion, to modify, suspend, or terminate the Website, the online marketplace, and any other products or services available at or through the Website, and/or any portion thereof, and/or any MBS Member Account, access to or use of the Website, the online marketplace, and/or any other products or services available at or through the Website, or any portion of any of the foregoing, at any time for any reason with or without notice to you.
Termination of an MBS Member Account and/or access and use rights removes your authorization to use the Website or and any other products, services or content available at or through the Website. In the event of termination, you will still be bound by your obligations under this Use Agreement, including the warranties made by you, and by the disclaimers and limitations of liability. Additionally, MBS and any company commonly owned by and with MBS and their agents shall not be liable to you or any third party for any termination of any MBS Member Account or use of or access to the Website, the online marketplace, or any other products, services or content available at or through the Website.
F. Assignment. You agree not to assign your rights under this Use Agreement without the written consent of an authorized representative of MBS in a non-electronic record, and any assignment without MBS’s consent will be voidable at MBS’s option. This Use Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns. MBS may assign this Use Agreement and/or its rights hereunder to any successor or purchaser or MBS or substantially all of its assets.
G. Entire Agreement; Severability; No Waiver. This Use Agreement (including all documents and policies incorporated by reference) is the entire agreement between the parties in regard to its subject matter and supersedes all prior and contemporaneous communications between the parties. No term of this Use Agreement may be waived by MBS except in a signed, non-electronic writing signed by an authorized representative of MBS.
H. Severability; No Partnership or Joint Venture. If any provision of this Use Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that its remaining provisions will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that no joint venture, partnership, employment or agency relationship exists between you and MBS and/or any company commonly owned by or with MBS as a result of this Use Agreement or your access to or use of the Website, any MBS Member Account, the online marketplace, or any other products or services available at or through the Website.
I. Headings. Captions and headings contained in this Use Agreement have been included for convenience only and in no way define, limit, or extent the scope of this Use Agreement or the intent of any provisions hereof.
End of Terms and Conditions of Use
Last Revised 5-2-2017