These terms and conditions (these “Registration Terms”) apply to all on-line subscription services (the “Subscription Services”) made available by MD Buyline, Inc. (“MDB”).
Definition of “you” and “your”
References to “you” or “your” in these Registration Terms mean (i) you and (ii) the entity (if any) that employs you, such as a corporation, limited liability company, partnership, or other type of legal entity. In this connection, you agree that these Registration Terms bind, extend, and apply to (a) you, (b) the entity (if any) that employs you, and (c) all of your and such entity’s personnel.
As part of the registration process for the Subscription Services, you agree to provide (and if applicable, you agree that you have provided) accurate, current, and complete information about yourself as you may be requested in such process or from time to time. You also agree to maintain the confidentiality and security of your password, account, and other identification information and not provide it to any other person or entity. You are fully responsible for all use of, and activities that occur under, your password, account, and other identification information and for any actions that take place through your registration or access to the Subscription Services (whether conducted by you or another). You must also maintain and promptly update personal data that you provide to MDB to keep such data accurate, current, and complete. You are responsible for restricting access to your computer as necessary.
Pursuant to these Registration Terms, MDB hereby grants you a limited, non-exclusive, and non-transferable license to access and use the Subscription Services listed in the Membership Agreement between you (or an entity on your behalf) and MDB
(“Your Membership Agreement”). The Subscription Services (i) consist of products and services owned and provided by MDB (the “MDB-Owned Services”), and (ii) may consist of products and services not owned by MDB, but instead provided by a third party or third parties as a value-add to MDB’s subscribers (the “Third Party Services”). MDB reserves the right to modify the Subscription Services and their respective features and functionality at any time, without notice or warning and without liability,
provided that no such modification shall materially decrease the features and functionality of the MDB-Owned Services licensed to you as of the start date of Your Membership Agreement. MDB shall have the right to add, drop, modify, or replace, all or any part of the Third Party Services at any time. MDB and MDB’s licensors reserve all rights not expressly granted to you in these Registration Terms.
You will use, and you will cause the Subscription Services to be used, only (i) in the ordinary course of your normal and ordinary internal business, (ii) for purposes that are in accordance with applicable federal, state, and local laws, rules, and regulations and (iii) in accordance with all license terms imposed by third party providers, if any, of any of the Third Party Services. You will not allow anyone to (a) circumvent any security feature of the Subscription Services, (b) use the Subscription Services to provide services (including processing, commercial timesharing, rental, sharing, application service provider, “service office,” or “service bureau” arrangements) to any third party, (c) permit any third party to view, use, access, or copy the Subscription Services or (d) disclose, publish, broadcast, sell, or otherwise redistribute the Subscription Services.
Some Subscription Services incorporate data supplied to MDB by you (the “Subscriber-Provided Data”). You represent and warrant that by voluntarily supplying such data to MDB, you do not violate any agreements you have with a third party. You further represent and warrant that, to your knowledge, all Subscriber-Provided Data is true and correct. You will remain responsible and liable for the accuracy of all Subscriber-Provided Data. You authorize MDB to act as your agent in the role of review and analysis of any selected contracts, quotes, or proposals; provided, however, that MDB shall have no liability in connection with, or arising out of, such role, review, or analysis.
As used in these Registration Terms, “Confidential Information” means all data, information, and materials (tangible and intangible) disclosed by MDB to you or received or obtained by you, pursuant to these Registration Terms, Your Membership Agreement, or the Subscription Services. You will (i) treat all Confidential Information with the same degree of care as you accord to your own confidential or proprietary information but, in no case, less than commercially reasonable care, and (ii) promptly advise MDB if you learn of any unauthorized use or disclosure of any Confidential Information. Without MDB’s prior written consent, you will not disclose, copy, or use any Confidential Information, except (a) to an Authorized User (as defined in Your Membership Agreement), or (b) as required by operation of law, provided that if you believe you are required to disclose Confidential Information by operation of law, you will use your best efforts not to disclose such Confidential Information until you have notified MDB in writing of any legal process requiring such production and until you have taken all reasonable precautions, including filing for a protective order, if so requested by, and at the expense of, MDB, to ensure confidential treatment of any Confidential Information so disclosed. MDB owns and will continue to own all Confidential Information.
Disclaimers and Limitations
EXCEPT AS SPECIFICALLY PROVIDED ABOVE, THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS.” MDB MAKES NO WARRANTIES UNDER THESE REGISTRATION TERMS OR YOUR MEMBERSHIP AGREEMENT, EXPRESS OR IMPLIED, WRITTEN OR VERBAL AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MDB WILL NOT HAVE ANY LIABILITY TO YOU OR ANYONE ELSE ARISING OUT OF, OR IN CONNECTION WITH, THESE REGISTRATION TERMS OR YOUR MEMBERSHIP AGREEMENT FOR INDIRECT, SPECIAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING LOSS OF DATA, LOSS OF PROFITS, BODILY INJURY, INJURY TO THIRD PARTIES, LOSS OF PROPERTY OR COSTS OF COVERAGE, EVEN IF MDB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MDB’S LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, THESE REGISTRATION TERMS AND YOUR MEMBERSHIP AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO MDB UNDER THESE REGISTRATION TERMS AND BY YOU TO MDB UNDER YOUR MEMBERSHIP AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM OR CAUSE OF ACTION WILL NOT INCREASE THE LIMITS IN THIS PARAGRAPH.
Conduct / Content Use. You agree to use the Subscription Services only for the intended purpose of the Subscription Services. In this connection,
you agree that when using the Subscription Services, you will not:
- Modify, decompile, reverse engineer, recreate, disassemble, or otherwise attempt to determine the makeup or source code of the Subscription Services or make any unauthorized changes to the Subscription Services;
- Embarrass, defame, slander, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, transmit, copy, reproduce, e-mail, post, upload, distribute, or disseminate (or use the Subscription Services to do any of the foregoing with respect to) any inappropriate, profane, defamatory, infringing, obscene, indecent, hateful, or unlawful topic, name, material, or information;
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;
- Conduct or forward surveys, contests, pyramid schemes, chain letters, junk mail, spam, unsolicited e-mail, or any advertising, promotional, or unauthorized communication;
- Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software, or other material contained in a file that is uploaded;
- Impersonate another person or entity or use any fake name or identity;
- Allow any other person or entity to use your identification for posting or viewing comments;
- Restrict or inhibit any other user from using and enjoying the Subscription Services;
- Violate any code of conduct or other guidelines that may be applicable to the Subscription Services;
- Harvest or otherwise collect information about others, without their prior, express, and written consent; or
- Violate any applicable laws, rules, or regulations or rights, including intellectual property, privacy, or publicity rights.
Submissions. By posting, uploading, inputting, providing, submitting, or furnishing information or materials to or regarding the Subscription Services, including all Subscriber-Provided Data (collectively the “Submissions”), you are granting MDB and MDB’s affiliated companies an irrevocable, perpetual, worldwide, royalty-free, and fully-paid license to possess, use, disclose, publish, modify, display, distribute, and prepare derivative works of all Submissions (including all Subscriber-Provided Data),
No compensation will be paid with respect to the use of your Submissions. By posting, uploading, inputting, providing, submitting, or furnishing your Submissions, you represent and warrant that you own or otherwise control all of the rights to your Submissions as described in these Registration Terms, including all the rights necessary for you to provide, post, upload, input, submit, or furnish the Submissions.
Monitoring. MDB has no obligation to monitor the Submissions or any other aspect of the Subscription Services. However, MDB reserves the right to review the Submissions at any time and from time to time and to refuse to post and remove any Submission or such other materials in MDB’s sole discretion (regardless of the reason). MDB assumes no liability relating to MDB’s monitoring or removal acts or omissions. MDB does not guarantee the accuracy, integrity, or quality of any Submissions or other user content or that the Subscription Services will be entirely free of illegal, offensive, or otherwise inappropriate material or that users of the Subscription Services will not encounter inappropriate or illegal conduct from others.
You represent and warrant the following:
- You have entered into a Membership Agreement with MDB, and/or you are an Authorized User;
- (i) you are at least 18 years of age, (ii) your use of the Subscription Services is legal in, and does not violate any laws or rules of, the jurisdiction(s) in which you reside or from which you use or otherwise access the Subscription Services, (iii) you possess the legal right and ability to enter into these Registration Terms and Your Membership Agreement and to use the Subscription
Services in accordance with these Registration Terms and Your Membership Agreement, (iv) your use of the Subscription Services shall be in accordance with these Registration Terms and Your Membership Agreement, and (v) your use of the Subscription Services shall be in accordance with all applicable laws and regulations;
- You will not (i) use the Subscription Services in any manner that could damage, disable, overload, or impair the Subscription
- Services or interfere with any other party’s use and enjoyment of the Subscription Services, (ii) obtain, or attempt to obtain, any materials, information, or other content through any means not intentionally made available or provided for through the Subscription Services, or (iii) circumvent, or attempt to circumvent, any security feature of the Subscription Services;
- You have all necessary right and authority to submit the Submissions to MDB; and
- You have the requisite knowledge and good faith basis to use the Subscription Services as intended by MDB.
Suspension/Termination of Access
If you use or attempt to use the Subscription Services in a manner that is contrary to these Registration Terms or Your Membership Agreement or breach or threaten to breach these Registration Terms or Your Membership Agreement, then MDB may, without liability, immediately (i) suspend any and all Subscription Services until such use, breach, or threatened breach is cured to MDB’s reasonable satisfaction (including, if applicable, the payment of all outstanding interest and collection fees) or (ii) terminate your access to the Subscription Services and/or Your Membership Agreement.
Upon termination of Your Membership Agreement for any reason, (i) you will immediately discontinue use of the Subscription Services and (ii) all licenses granted to you by MDB will immediately terminate. Termination of Your Membership Agreement will not discharge any of your pre-existing payment obligations.
Any notices or communications to be given under these Registration Terms or Your Membership Agreement by a party to the other party will be deemed to have been duly given if given in writing and (i) personally delivered, (ii) sent by nationally recognized overnight courier, (iii) sent by facsimile (with electronic confirmation) or (iv) sent by electronic mail (with confirmation through any of methods (i), (ii), or (iii) above), in each case, at the address for such other Party set forth on the Information Sheet to Your Membership Agreement. Notices delivered personally, by courier, by facsimile, or by electronic mail will be deemed communicated as of actual receipt (or refusal) by the addressee. A party may change its address for notice under these Registration Terms and Your Membership Agreement by giving prior notice to the other party of such change in the manner provided in this paragraph.
MDB will not be in default of these Registration Terms or Your Membership Agreement by reason of any failure of MDB’s performance under these Registration Terms or Your Membership Agreement if such failure results, whether directly or indirectly, from a cause beyond MDB’s reasonable control, including any (i) local law, statute, or regulation, (ii) act of God, (iii) war or terrorism, (iv) civil disturbance, (v) act of government or (vi) actions of a third party.
These Registration Terms and Your Membership Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and the parties’ respective successors and permitted assigns. These Registration Terms and Your Membership Agreement may be changed, waived or discharged only pursuant to a written agreement between the parties. The waiver or failure of a party to exercise in any respect any right provided for under these Registration Terms or Your Membership Agreement will not be deemed a waiver of any further right under these Registration Terms or Your Membership Agreement by such party. Each party shall pay all of such party’s own expenses relating to the negotiation and preparation of these Registration Terms and Your Membership Agreement, including the fees and expenses of such party’s counsel.
These Registration Terms and Your Membership Agreement (i) embody the entire agreement and understanding between the parties relating to the subject matter of these Registration Terms and Your Membership Agreement and (ii) supersede all prior agreements and understandings relating to the subject matter of these Registration Terms and Your Membership Agreement.
These Registration Terms and Your Membership Agreement may be signed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Faxed or .pdf copies of manually signed signature pages to Your Membership Agreement are fully binding and enforceable without the need for delivery of the original manually signed signature page. These Registration Terms and Your Membership Agreement do not create, and will not be construed as creating, any right enforceable by anyone not a party. You may not assign these Registration Terms or Your Membership Agreement, whether through the sale or merger of your business or any other transaction with a third party, or delegate your rights, duties, or obligations under These Registration Terms or Your Membership Agreement, without MDB’s prior written consent. MDB will be entitled to assign these Registration Terms and Your Membership Agreement and delegate MDB’s rights, duties, and obligations under this Agreement at MDB’s discretion and without your consent.
A breach or threatened breach of these Registration Terms or Your Membership Agreement by you may cause irreparable harm and injury to MDB for which money damages are inadequate. In the event of such breach or threatened breach, MDB shall be entitled to seek injunctive relief, without the requirement of posting a bond or any other security, in addition to all other available remedies.
The provisions of these Registration Terms and Your Membership Agreement are severable, and in the event any provision of these Registration Terms or Your Membership Agreement is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions. MDB’s waiver of a breach of any provision of these Registration Terms or Your Membership Agreement by you shall not operate or be construed as a waiver by MDB of any subsequent breach by you.
A printed version of these Registration Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon, or relating to, these Registration Terms to the same extent and subject to the same
conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that these Registration Terms and all related documents be drawn up in English as spoken in the United States.
If you are aware of any violations of these Registration Terms or Your Membership Agreement or if you have any questions or comments regarding these Registration Terms or Your Membership Agreement, please contact us at info@MDBuyline.com.
All trademarks, service marks, and trade names displayed on the Subscription Services are proprietary to MDB or MDB’s licensors, all of which are the property of their respective owners.