MPR Associates, Inc. Website User Agreement
In consideration of MPR Associates, Inc. ("We," "Us," "Our," "MPR") providing You limited rights of use and access to this Internet website located at http://www.mpr.com ("Site"), You hereby agree to the following terms and conditions of this MPR Associates, Inc. Website User Agreement (this "Agreement"). This Agreement is in addition to, and does not nullify, any other agreement between You and Us or any other applicable terms and conditions found on the Site. You agree to comply with all rules or restrictions that are posted on the Site.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS AGREEMENT IN ITS THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT, PLEASE DO NOT USE THE SITE.
Any person accessing, browsing, or otherwise using the Site ("User," "You" "Your") is subject to this Agreement. This Agreement may be updated by Us from time to time without prior notice to You. . When using a particular feature of the Site, You may also be subject to any posted guidelines, rules, terms of service, codes of conduct or other contractual provision, if any, as noted. In the event of a conflict between any other agreement, rule, or terms of service and this Agreement, the provisions of this Agreement shall govern. If You have any questions about this Agreement please contact Us at email@example.com before using the Site.
The contents of the Site, such as text, graphics, photographs, software and other material (the "Content"), is presented for informational purposes only. We will use reasonable efforts to include up-to-date and accurate information in this Site, but make no representations, warranties, or assurances as to the accuracy, currency or completeness of the Content provided, including third party information, such as, but not limited to, press releases, articles, or information from third-party web sites linked to or from this Site.
Intellectual Property Rights
The Content is the property of the MPR and/or its affiliates, subsidiaries, or partners, and is protected by federal and international copyright and trademark laws, or other proprietary rights. These rights are protected in all forms, media and technologies existing now or hereinafter developed. You may print and download one copy of material located on the Site solely for Your own non-commercial use. No portion of the Content may be reprinted, republished, modified, or distributed in any form without Our express written permission. You may not, and this Agreement does not give You permission to, reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to the Site or any of the Content.
Certain Content may be licensed from third parties and all such third party Content and all intellectual property rights related to such third party Content belongs to the respective third parties. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or the Content and You must retain all copyright, trademark, service mark and other proprietary notices contained in the original Content on any authorized copy You make of the Content.
Specifically, You agree not to sell or modify the Content or reproduce, display, publicly perform, distribute, or otherwise use the Content in any way for any public or commercial purpose in any other manner that is likely to cause confusion among consumers, that disparages or discredits Us or Our licensors, that dilutes the strength of Our property or Our licensor's property, or that otherwise infringes on Our or Our licensor's intellectual property rights. You further agree to in no other way misuse Content that appears on this Site. The use of the Content on any other Web site or in a networked computer environment for any purpose is prohibited. Any code that We create to generate or display any Content or the pages making up the Site is also protected by Our copyright and other applicable intellectual property rights and You may not copy or adapt such code.
We reserve any rights not expressly granted by this Agreement or any applicable end-user license agreements.
Use of the Site
You understand that We cannot and do not guarantee or warrant that files available for downloading from the Site will be free of infection or viruses, worms, Trojan horses, time bombs, cancelbots or any other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information (collectively, "Hazards").
You may not use any device, software or routine to interfere with the operation of the Site. You may not take any action that imposes an unreasonable burden upon the facilities used to operate the Site.
Acceptable and Lawful Use of Site
Any personal information, computer information, or any other information that You provide to Us in connection with Your use of the Site: (a) shall not be obscene or indecent; (b) shall not contain any Hazards; (c) shall not infringe on Our or any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; and (e) shall not create any liability for Us or cause Us to lose (in whole or in part) the services of Our Internet Service Provider(s) or other suppliers or vendors. Users shall comply will all applicable laws, statutes, ordinances and regulations regarding use of the Site.
RISK: INTERNET USE
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT ANY UPLOADS OR TRANSMISSIONS YOU MAKE MAY BE INTERCEPTED AND USED BY AN UNAUTHORIZED THIRD PARTY AND THAT YOU ASSUME ALL ASSOCIATED RISK.
THE SITE AND THE CONTENT MADE AVAILABLE ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SITE, THE CONTENT, ANY SERVICES PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY, AND WE SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SITE, CONTENT OR ANY SERVICES PROVIVED THROUGH SITE OR ON THE INTERNET GENERALLY. IT IS YOUR RESPONSIBILITY TO EVALUATE THE RELIABILITY, ACCURACY, TIMELINESS, COMPLETENESS OR USEFULNESS OF ALL SERVICES AND CONTENT PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED.
We periodically schedule system downtime for maintenance and other purposes. Unplanned system outages also may occur. We shall have no liability whatsoever for (i) the resulting unavailability of the Site; (ii) any loss of data or transactions caused by planned or unplanned system outages; (iii) the resultant delay, misdelivery or nondelivery of information caused by such system outages, or (iv) any third party acts or any other outages of web host providers or the Internet facilities and network that is external to the Site.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL WE OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS, GOOD WILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (I) THE USE OF OR INABILITY TO USE THE SITE; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (IV) ANY OTHER MATTER RELATING TO THE SITE. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT AND SERVICES AVAILABLE THROUGH THE SITE. BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to indemnify, defend and hold Us, and Our subsidiaries, affiliates, officers, directors, employees and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorney's fees) resulting from (i) Your use, misuse or abuse of the Site, or (ii) Your breach of any provision of this Agreement. You will cooperate as fully as reasonably required in Our defense of any claim. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and You shall not in any event settle any matter without Our written consent.
Governing Law and Choice of Forum
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, exclusive of its choice of law rules and matters affecting copyrights, trademarks and patents under United States federal law. You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the Commonwealth of Virginia and of the United States of America located in the Commonwealth of Virginia for any litigation or disputes arising out of or relating to use of the Site and not to commence any litigation relating thereto except in such courts. You hereby irrevocably and unconditionally waive any objection to the establishment of venue of any such litigation in the Commonwealth of Virginia Courts and agree not to plead or claim in any Commonwealth of Virginia Court that such litigation brought therein has been brought in an inconvenient forum.
We make no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal in certain countries or for certain persons. If You access the Site from outside of the United States, You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction.
No Endorsement of Links to Other Web Sites
In the event You use the Site or the links included on the Site to gain access to a website or an Internet location or a source of information of any company, organization or person or to any other Internet location, You do so at Your own risk and You acknowledge that such other sites or locations are not under Our control and agree that We will not be responsible for any information or other links found at any such website or Internet location or source of information, or for Your use of such information. We provide such links only as a convenience to You, and have not tested any software or verified any information found at such websites. We have no responsibility for the content of such other websites and shall not be liable for any damages or injury arising from the content from or your use of these other sites. You understand that, except for information, products or services clearly identified as being provided by Us, We do not operate, control or endorse any information, products or services on the Internet in any way. We do not endorse or make any representations about these websites, or any information or other products or materials found on these websites, or any results that may be obtained from using these websites. If You decide to access any of these other websites linked to this Site, You do so entirely at Your own risk.
In the event that one or more portions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in this Agreement.
The headings used throughout this Agreement are solely for the convenience of reference and are not to be used as an aid in the interpretation of this Agreement.
Any delay or failure by You or Us, at any time or times, to require performance of any provision hereof shall in no manner affect Your or Our rights at a later time to enforce such provision. No delay or failure of You or Us in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder.
Entire Agreement, Updates and Modifications
This Agreement and any documents expressly incorporated by reference constitute the entire agreement between Us and You pertaining to the subject matter hereof. In its sole discretion, we may unilaterally amend or modify this Agreement or any other documents referenced herein at any time by posting the new or amended Agreement on the Site. Any amended or modified terms will be effective upon posting. Continued use of the Site constitutes acceptance of any modified terms and conditions. If You have any questions about this Agreement, contact Us at firstname.lastname@example.org.
You may not assign Your rights or delegate Your responsibilities hereunder without Our express written permission. We may, at any time, assign Our rights or delegate Our obligations hereunder without notice to You.
Third Party Beneficiary Rights
No person not a party to this Agreement is intended to be a beneficiary of this Agreement, and no person not a party to this Agreement shall have any right to enforce any term of this Agreement.
In consideration of Your use of the Site, You agree to: (a) provide true, accurate, and current and complete information as prompted on the Site; and (b) maintain and update such information to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We may suspend or terminate Your use of the service and/or decline to permit Your continued use of the Site and future access to the Site.
Should You respond to the Site by providing feedback, such as questions, requests, opinions, comments, suggestions, ideas, or any other information, such information shall be deemed to be Our property. We shall have no obligation of any kind to the User with respect to such information and shall be free to reproduce, use, disclose and distribute the information to others without limitation and without license. We shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
Last Revised: June 5, 2008