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Publicly Available Apps Terms of Use

MINIM, Inc.

VERSION DATE: November 18, 2019
EFFECTIVE DATE: November 19, 2019

IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE OUR PUBLICLY AVAILABLE APPS.

1. Introduction

  1. Welcome to the Minim, Inc. Website, Web Application (“Minim Websites”) or Mobile Application (collectively, the “Publicly Available Apps”). By accessing the Publicly Available you are agreeing to comply with and be bound by the following Terms of Use (the “Terms”) and all terms and conditions incorporated by reference. Please review these Terms carefully before using the website and information provided by Minim, Inc., its subsidiaries and affiliates (hereinafter, “Minim”).
  2. Minim may, without advance written notice to you, at any time amend these Terms and any other information contained on the Publicly Available Apps. The latest Terms will be posted on minim.com/terms-of-uses, and you should review the Terms prior to using the Publicly Available Apps. Your continued use of the Publicly Available Apps after any changes to these Terms are posted will be considered acceptance of those changes.

2. Scope

  1. These Terms apply to the Minim Publicly Available Apps, which include the website located at www.minim.com and mobile applications available or download in the AppStore and Google Play Store as well as all Minim owned and/or operated websites that are linked to www.minim.com by Minim, including Minim websites around the world and secure areas of the websites.
  2. These Terms also apply to any and all online resources, materials, download areas, tools and interactive venues provided on the Minim Websites, including without limitation, blogs, community forums, chat rooms, discussion sites, knowledge centers, service offerings information (hereinafter, “Online Mediums”), both now and in the future. Minim may also publish medium-specific terms of use in which event, these Terms shall remain in full force and effect to the extent that the Terms do not conflict with the medium-specific terms of use.

3. Ownership of Content

  1. The following items are protected by intellectual property laws (the “Intellectual Property laws”), including but not limited to copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and other proprietary rights and unfair competition laws:
    1. the Publicly Available Apps their past, present and future versions;
    2. all pages found within the Publicly Available Apps;
    3. the material and information on the Publicly Available Apps;
    4. all graphics, text, images, audio, videos, webinars, designs, compilation, advertising copy, articles, user interfaces, artwork, any computer applications, any and all copyrightable material (including source and object code) and all other materials, including without limitations the design, structure, “look and feel” and arrangement of such content contained on the (hereinafter, the “Content”);
    5. trade names, trademarks, service marks, logos, domain names, and other distinctive brand elements, whether registered or not are owned, controlled or licensed by or to Minim.
  2. In using the Publicly Available Apps or the Content, you acknowledge and agree to abide by all applicable Intellectual Property laws, as well as any specific notices contained on the Websites. All rights not expressly granted are reserved.
  3. The Publicly Available Apps and the Content may not be copied, reproduced, modified, adapted, translated, transmitted, displayed, published, posted, resold, or otherwise distributed in any way, without Minim’s express prior written authorization.
  4. You are granted permission to display on your computer, print and download the Content on this Publicly Available Apps solely for your own personal, non-commercial and educational use.
  5. You must retain copyright and other notices on any copies of the Content you make. Certain Content and documents available on the Publicly Available Apps may be open source Content and documents subject to the applicable open source license and are so marked. Your use of those materials is governed by the individual applicable license.
  6. Unauthorized use of the Publicly Available Apps or the Content contained on or available through the Minim Websites or any linked websites may violate applicable Intellectual Property laws or other laws.
  7. Feedback
    1. The Publicly Available Apps, Online Mediums and Content may contain user or third party submitted content, such as feedback and suggestions, posts or submissions and other materials (hereinafter, the “Submissions”) intended for review by general public, or by members of any public or private community.
    2. Minim does not claim ownership of the third party submitted content and, to the full extent of the law, shall have no obligation or liability of any kind, including without limitation errors, omissions, or damages, with respect to Submissions.
    3. Submissions are not reviewed, approved or endorsed by Minim and are provided solely for convenience to Minim customers and users.
    4. Minim reserves the right to monitor, restrict access to, edit or remove any Content available via the Online Mediums.
  8. Copyrights Infringement Complaints
    1. You may not use the Publicly Available Apps, Content or Online Mediums for any purpose or in any manner that infringes the rights of any third parties.
    2. Minim encourages you to report any content on the Minim Websites that you believe infringes your copyright. If you would like to submit a Copyright Infringement Complaint, [legal@minim.com].

4. Trademarks

  1. The trademarks, service marks, logos, slogans and domain names (“Marks”) referenced on the Publicly Available Apps are either common-law service marks, trademarks or registered service marks or trademarks of Minim and are protected by trademark laws in the United States and other countries, and international laws and treaties.
  2. Other names of actual companies and products mentioned on the Publicly Available Apps may be the trademarks of their respective owners and reference to them does not suggest sponsorship, endorsement or association with Minim.
  3. Nothing contained on the Minim Websites should be construed as granting, by implication or otherwise, any license or right to use any Marks displayed on the Minim Websites. You are not permitted to use any Marks displayed on the Websites, metatags or any other “hidden text” utilizing Marks of Minim and its licensors, without prior written permission of Minim or such third party who may own the Mark.
  4. For information on use of Minim trademarks, click here.

5. Use of the Publicly Available Apps

  1. Privacy Minim’s Privacy Statement, as it may change from time to time, applies to the collection and use of your information and is made a part of these Terms by this reference.
  2. Password Protected Areas.
    1. Access to and use of password protected areas of the Publicly Available Apps is restricted to authorized users only.
    2. You agree that you:
      1. will provide current, complete and accurate identification, contact and other information about you as you may be prompted by the registration process on the Minim Websites;
      2. are responsible to maintain, keep current and update any registration data and other information you provide to Minim;
      3. are entirely responsible for maintaining the security of your password, identification and account and for any and all activity that occurs under your account; and
      4. will notify Minim immediately of any unauthorized access or use of your account or password or any other breach of security.
      5. You understand that any person with your password will be able to access your account and any registration data, including, without limitation access to your servers and applications accessible through your account.
      6. You accept sole risk of unauthorized access to your account. Minim will not be liable to you for any loss you may incur as a result of someone else using your password or account with or without your knowledge.
      7. You may be held liable for losses incurred by Minim or any other user or visitor to the Minim Websites due to someone else using your password or account.
      8. You may not use anyone else’s account at any time, without the permission of the account holder.
    3. Content you Submit
      1. Minim appreciates hearing from you.
      2. Blogs, community forums, chat rooms and other discussion sites may be made available to our customers and users.
      3. You acknowledge and agree, that as to any content you, as a user, may submit via the Online Mediums become public information and it shall be deemed to be provided on a non-confidential basis, except for resumes submitted solely for consideration for employment with Minim which may be shared with Minim on a “need to know” basis.
      4. You should always use caution when submitting personally identifiable information about yourself or third parties in any Online Mediums. Please refer to our privacy policy with respect to this topic.
      5. Minim is free to use or disseminate such contributed content on an unrestricted basis for any purpose, and you grant Minim an irrevocable, worldwide, perpetual, royalty-free license to use, reproduce, modify, adapt, incorporate, transmit, display, publish, post, resell and otherwise distribute such Submission and contributed content (including, without limitation, creative ideas, suggestions, materials, names, voices, likeness and other personal identifiable information contained in your Submission) in any form and media now known or which shall become known in the future for any purposes whatsoever, including without limitation, using such information, ideas, inventions and creative ideas for development, marketing and promotional purposes, without any notice or compensation to you.
      6. Minim is under no obligation to use the contributed content and your Submissions and may remove any such content or Submission at any time at its sole discretion.
      7. Minim reserves the right to terminate your access to Online Mediums at any time, without notice, for any reason whatsoever.
      8. You represent and warrant that you own or otherwise have permission to submit any such materials and grant Minim the rights described herein.
  3. No unlawful or Prohibited Use
    1. You agree not to upload, post or otherwise transmit via the Online Mediums any content that:
      1. is misleading, harmful, threatening, abusive, harassing, defamatory, offensive, violent, obscene, pornographic, vulgar, libelous, racially, ethnically, religiously or otherwise objectionable;
      2. constitutes unauthorized disclosure of personal or confidential information;
      3. infringes any patent, trademark, trade secret, publicity right, privacy right, copyright or other intellectual property or any rights of any party;
      4. contains viruses, Trojan horses, Worms, corrupted files or code, files and programs designed to impede or destroy the functionality of any computer software or hardware;
      5. spyware and malware designed for phishing and with a view to compromise the data security and integrity, and obtain sensitive personal or financial information.
    2. You also agree not to use the Publicly Available Apps or Online Mediums to:
      1. impersonate an employee or a representative of Minim, its divisions and subsidiaries;
      2. misrepresent your identity or affiliation with a person or entity;
      3. send bulk mail, spam, “chain letters” and other unsolicited and unauthorized communication;
      4. attempt to gain unauthorized access to any portion or feature of the Publicly Available Apps or any other system or networks connected to the Publicly Available Apps or any other services offered through the Publicly Available Apps, and/or other accounts not belonging to you, or violate security of any portion of the Publicly Available Apps, by hacking, password mining or any other means;
      5. obtain or attempt to obtain any information, materials or documents not purposely made available through the Publicly Available Apps or Online Mediums through any means; attempt to interfere with the proper working of the Publicly Available Apps or any transaction being conducted on the Minim Websites or to restrict or inhibit any other user from accessing or using the Publicly Available Apps, by means of hacking or defacing any portion of the Publicly Available Apps;
      6. violate any applicable local, state, national or international law, including without limitation regulations by the U.S. Securities and Exchange Commission, and the Office of Foreign Assets Control.
  4. Your Use of Services and Services Availability
    1. Specific terms and conditions, either between you and Minim or between you and a party which has contracted with to enable your use of the Publicly Available Apps, apply to your use of the Publicly Available Apps and the availability of the same.
    2. Minim’s obligations with regards to its services offered via the Publicly Available Apps are governed solely by such terms and conditions and nothing contained on the Publicly Available Apps or in these Terms shall be construed to alter services specific terms and conditions.
  5. Product Related Information
    1. The information on the Minim Websites concerning Publicly Available Apps may be outdated and Minim makes no commitment to update such material.
    2. Not all services mentioned in such information will be available in your country and such references do not imply that Minim will make available such services in your country.
  6. Promotions
    1. The Minim Websites may contain or offer sweepstakes, contests, promotions or other similar features, which may be subject to a separate set of rules that describe the contest or promotion and may have eligibility requirements, such as certain age or geographic area restrictions.
    2. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor’s requirements in connection with the applicable contest or promotion.
  7. Linking to the Minim Websites
    1. We greatly appreciate your efforts in letting your end users know about us.
    2. You may link to the Minim Websites by using a text link and linking to Minim Websites homepage.
    3. Linking directly to any other webpage or content within the Minim Websites is prohibited without Minim prior written permission.
    4. Minim only consents to links in which the link and the pages that are activated by the link do not:
      1. duplicate the website content;
      2. frame or create any other border around the website content or any pages on the Websites or use other techniques that alter in any way the visual presentation or appearance of any content within the Minim Websites;
      3. misrepresent your relationship with Minim or otherwise create a false affiliation, connection or association with Minim;
      4. imply that Minim approves or endorses you, your website, or your services or product offerings;
      5. present false or misleading impression about Minim or otherwise damage the goodwill associated with the Minim name or trademarks;
      6. use Minim trademarks in page text, metatags and/or hidden text for purpose of gaining higher rankings from search engines;
      7. use Minim name, trademarks, service marks, colors, logos or any other brand features of Minim, nor your relationship with Minim for purposes of or in any manner which intentionally gives rise to advertising or publicity without Minim prior written permission.
    5. As a further condition to being permitted to link to the Minim Websites, you agree that Minim may at any time, in its sole discretion, terminate permission to link to the Minim Websites. In such event, you agree to immediately remove all links to the Minim Websites and to cease using any Minim trademark. Minim reserves the right to disable any unauthorized links or frames and disclaims any responsibility for the content available on any other website reached by links to or from the Minim websites.
    6. Except for the link logos as provided by Minim, you may not use the Minim corporate logo or any other brand feature to link to Minim. For information on use of Minim trademarks, click here.
  8. Third Party Links
    1. The Publicly Available Apps may contain links and references to non-Minim websites and resources (“Third Party Websites”) and are provided for convenience only.
    2. If you decide to leave Minim Websites and access Third Party Websites, you do so at your own risk and Minim will have no liability arising out of or related to such Third Party Websites and/or their content or any damages or loss caused or alleged to be caused by or in connection of any purchase or use of any such content, goods or services available on or through any such Third Party Website.
    3. Minim may not have reviewed the Third Party Websites and, any event, we are not responsible for the content, accuracy or opinions expressed on these websites.
    4. Inclusion of these links on our Websites does not apply approval or endorsement by Minim of the Third Party Websites, their entities or products and services.
    5. Third Party Websites, even if they contain Minim trademarks, are independent websites, and Minim does not control the content on that Third Party Website.
    6. Minim is not a party to or responsible for any transaction you may enter into with any such third party, even if you learn of such third party from Minim, by way of reference or link provided on the Minim Websites.

6. Disclaimer of Warranties

  1. Your use of and access to the Publicly Available Apps, Online Mediums and Content posted by Minim or user generated content posted by third parties is at your sole risk.
  2. The Publicly Available Apps, Online Mediums and Content are provided for informational purposes only on an “AS IS” and “AS AVAILABLE” basis without any express or implied warranty of any kind, including warranties of merchantability, non-infringement, or fitness for any particular purpose.
  3. Minim makes no representations, warranties or guarantees as to the quality, suitability, truth, accuracy or completeness of the Content.
  4. Minim further makes no representations, warranties or guarantees that the quality and reliability of any information, and hosting services obtained from the Publicly Available Apps, Online Mediums and/or Content will meet your expectations and requirements, be virus-free, or perform error- and damage-free.
  5. You assume all risk and responsibility for any loss or damage whatsoever to your computer system, data and business arising out of your use of the Publicly Available Apps, Online Mediums and/or Content.

7. Limitation of Liability

  1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT MINIM AND ANY CONTRIBUTOR TO THE USER GENERATED CONTENT VIA ONLINE MEDIUMS (“MINIM CONTRIBUTORS”) SHALL NOT BE LIABLE TO YOU FOR: (I) ANY LOSS OR DAMAGE WHICH YOU MAY INCUR, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY RELIANCE PLACED BY YOU ON THE ACCURACY, COMPLETENESS OR SUITABILITY OF THE CONTENT, OR ANY CHANGES MINIM OR MINIM CONTRIBUTORS MAY MAKE TO THE PUBLICLY AVAILABLE APPS, ONLINE MEDIUMS AND CONTENT, OR ANY TEMPORARY INTERRUPTION OR PERMANENT CESSATION IN THE PROVISION OF THE ONLINE MEDIUMS AND CONTENT, OR, IF APPLICABLE, YOUR FAILURE TO SAFEGUARD YOUR ACCOUNT DETAILS OR PASSWORDS OR (II) TO THE FULL EXTENT PERMITTED BY LAW, MINIM AND MINIM CONTRIBUTORS ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELATED TO THE WEBSITES, ONLINE MEDIUMS AND CONTENT (INCLUDING WITHOUT LIMITATION FOR LOSS OF OR DAMAGE TO BUSINESS, REVENUES, GOODWILL OR DATA) EVEN IF MINIM AND MINIM CONTRIBUTORS HAD PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORTUOUS ACTION.
  2. Since some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, portions of the above limitation or exclusion may not apply to you.

8. INDEMNIFICATION

  1. YOU AGREE TO INDEMNIFY AND HOLD MINIM, ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND REPRESENTATIVE AND MINIM LICENSORS, THEIR SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND REPRESENTATIVES HARMLESS FROM ANY CLAIMS AND DEMANDS, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY ARISING FROM OR RELATING TO: (I) YOUR USE OF AND ACCESS TO THE PUBLICLY AVAILABLE APPS, ONLINE MEDIUMS AND CONTENT; (II) CONTENT YOU SUBMIT, POST, TRANSMIT OR OTHERWISE MAKE AVAILABLE VIA THE WEBSITE AND ONLINE MEDIUMS; (III) YOUR VIOLATION OF THESE TERMS OR OTHER RELATED SPECIFIC TERMS AND CONDITIONS. THIS INDEMNIFICATION OBLIGATION WILL SURVIVE THE TERMINATION OF YOUR MINIM ACCOUNT, THE ACCOUNT THAT ENABLES YOUR USE OF THE PUBLICLY AVAILABLE APPS OR THESE TERMS.

9. General

  1. The Terms constitute the entire agreement between you and Minim relating to your use of and accessing to the Publicly Available Apps, Online Mediums and Content.
  2. Your use and access to the Publicly Available Apps, Online Mediums and Content may also be governed by a contract you have entered into with a party that has contracted with Minim to enable your use of and accessing to the Publicly Available Apps, Online Mediums and Content.
  3. You may also be subject to Online Medium or Content specific terms of use.
  4. New Hampshire and U.S. federal law shall govern any action related to the Terms and your use of the Online Mediums and Content, without regard to the choice of law rules.
  5. In any dispute between you and Minim, you agree to submit to personal and exclusive jurisdiction of the courts located in Hillsborough County, New Hampshire, United States.
  6. In the event of any violations of the Terms, Minim reserves the right to disable your access to the Publicly Available Apps, Online Mediums and Content and seek all remedies available by law and in equity.

Thank you for reading through these Terms, and now, enjoy!

MotorolaNetwork.com and MTRLC LLC. Terms of Use

Last Updated: July 10th, 2018

THESE TERMS AND CONDITIONS (THE "TERMS") ARE A LEGAL CONTRACT BETWEEN YOU AND MTRLC LLC. (“MTRLC LLC”, “WE” OR “US”). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: WWW.MOTOROLANETWORK.COM AS WELL AS ALL ASSOCIATED SITES BY MTRLC LLC, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE "SITE"), SPECIFICALLY INCLUDING THE URL SENSOR.MOTOROLANETWORK.COM. UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “SITE” INCLUDE ACCESS TO THE MTRLC LLC PLATFORM AND PORTAL, MATERIALS, SERVICES AVAILABLE THROUGH THIS SITE (THE "SERVICES") AND ANY SOFTWARE THAT MTRLC LLC PROVIDES TO YOU THAT ALLOWS YOU TO ACCESS THE SITE AND SERVICES FROM A MOBILE DEVICE ("MOBILE APPLICATION").

BY USING THIS SITE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH MTRLC LLC. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

I. Changes.

MTRLC LLC may make changes to the content and Services offered on the Site at any time. MTRLC LLC can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on this Site and by notifying you either through a banner on the Site or, depending on your account status, via email at MTRLC LLC’s sole discretion. By using this Site after MTRLC LLC has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site.

II. General Use.

You represent and warrant that you are lawfully able to enter into contracts (or, if you are a minor, you have your parent's permission to use the Site, and your parent has read and agrees to this Agreement on your behalf). If you are a parent or legal guardian of a minor, you hereby agree to bind the minor to these Terms and to fully indemnify and hold harmless MTRLC LLC if the Minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Site at any time or in any manner or submit any information to the MTRLC LLC or the Site.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A BUSINESS ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY AND CAPACITY TO BIND SUCH BUSINESS ENTITY. IF YOU ARE NOT AUTHORIZED NOR DEEMED BY LAW TO HAVE SUCH AUTHORITY, YOU ASSUME SOLE PERSONAL LIABILITY FOR THE OBLIGATIONS SET OUT IN THESE TERMS.

III. Privacy Policy.

Please review MTRLC LLC’s Privacy Policy (the “Privacy Policy”) which explains how we use information that you submit to MTRLC LLC. The Privacy Policy is hereby incorporated by reference.

The use of Geo-Location Services is subject to the terms of the then current Google privacy policy (https://www.google.com/policies/privacy/).

IV. Using the Site and the Services on the Site

The Site grants customers (“Customers”) who want to access MTRLC LLC’s website – either via a web browser (“MTRLC LLC Website”) or via mobile devices (“MTRLC LLC Mobile Application").

If you are Visitor, You can simply view the Site and not use any Services on the Site. You need not register with MTRLC LLC to simply visit and view the Site and the public information on the Site.

You also agree and understand that the provision and use of certain of MTRLC LLC’s services are beyond the scope of this Agreement and that Customer must enter into a separate agreement for use of the full services. In case of conflicts, the terms of any executed (signed) agreement between MTRLC LLC and Customer shall control over these Terms.

V. Proprietary Rights and Licenses

MTRLC LLC provides content through the Site and through the Services that is property of, copyrighted by and/or trademarked work of MTRLC LLC or MTRLC LLC’s third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include logos, graphics, video, images, software and other content.

You acknowledge that the Site, its entire contents, features and functionality (including but not limited to all the text, data, information, software, graphics, photographs, sounds, music, videos, interactive features and the like thereof), Materials, and the trademarks, tradenames, service marks, trade dress or logos contained therein ("Marks"), and any other proprietary rights related thereto or appearing on the Site, are owned by or licensed to MTRLC LLC, its licensors or other providers of such material, and are protected by copyrights, trademarks, service marks, patent rights, trade secrets and/or other proprietary rights ("Intellectual Property"). As between You and Us, We reserve all right, title, and interest, not expressly granted in and to the Site. You may only use the Site (and the Intellectual Property) as expressly permitted in these Terms and for no other purpose.

The Site as a whole is copyrighted as a collective work, and Materials appearing on or accessible through the Site, are owned by or licensed to MTRLC LLC and are likewise subject to copyright protection domestically and internationally. Materials on the Site are provided to you AS IS for personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of MTRLC LLC or the respective owners. You agree to not engage in the use, copying, or distribution of any of the Materials other than expressly permitted herein, including any use, copying, or distribution of content submitted by third parties obtained through the Site for any commercial purposes. You must abide by all copyright notices, information, or restrictions contained in or attached to any Materials or Submissions.

Subject to the terms and conditions of these Terms, and your compliance with these Terms, MTRLC LLC hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site solely for your personal use. Except for the foregoing license, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner. You agree not to circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of Materials or enforce limitations on use of the Site or the Materials therein. You agree to be liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this Web site. All rights not expressly granted herein are reserved.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.

All Marks not owned by MTRLC LLC that appear on the Site are the property of their respective owners and are used by permission. Ownership of Marks and the goodwill associated therewith remains with Us or with those other entities.

Please refer to our Unauthorized Activities section below for more information pertaining use of the Site and MTRLC LLC’s Acceptable Use Policy.

The Mobile Application and all other software that is provided to you through the Site and Services and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if You are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

VI. Mobile Applications.

MTRLC LLC makes available Mobile Applications to access the Site via a mobile device. To use the Mobile Application you must have a mobile device that is compatible with the mobile service. MTRLC LLC does not warrant that the Mobile Application will be compatible with your mobile device. MTRLC LLC hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for your registered account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that MTRLC LLC may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and MTRLC LLC and its third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.

The following additional terms and conditions apply with respect to any Mobile Application that MTRLC LLC provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

  • You acknowledge that these Terms are between you and MTRLC LLC only, and not with Apple, Inc. (“Apple”).
  • Your use of MTRLC LLC’s iOS App must comply with Apple’s then-current App Store Terms of Service.
  • MTRLC LLC, and not Apple, are solely responsible for our iOS App and the Services and Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
  • You agree that MTRLC LLC, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.
  • You agree that MTRLC LLC, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
  • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
  • You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
  • The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of MTRLC LLC’s iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

The following additional terms and conditions apply with respect to any Mobile Application that MTRLC LLC provides to you designed for use on an Android-powered mobile device (an “Android App”):

  • You acknowledge that these Terms are between you and MTRLC LLC only, and not with Google, Inc. (“Google”).
  • Your use of MTRLC LLC’s Android App must comply with Google’s then-current Android Market Terms of Service.
  • Google is only a provider of the Android Market where you obtained the Android App. MTRLC LLC, and not Google, are solely responsible for MTRLC LLC’s Android App and the Services and Content available thereon. Google has no obligation or liability to you with respect to MTRLC LLC’s Android App or these Terms.
  • You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to MTRLC LLC’s Android App.

Geo-Location Terms.

The Services include and make use of certain functionality and services provided by third-parties that allow MTRLC LLC to include maps, geocoding, places and other Content from Google, Inc. (“Google”) as part of the Services (the “Geo-Location Services”). Your use of the Geo-Location Services is subject to Google’s then current Terms of Use for Google Maps/Google Earth (https://www.google.com/intl/en_us/help/terms_maps.html) and by using the Geo-Location Services, you are agreeing to be bound by Google’s Terms of Use.

VII. Purchases.

In the event we charge for any services, you agree to pay all fees or charges to your account based on MTRLC LLC’s fees, charges, and billing terms in effect at the time you contract such services or as otherwise communicated directly by us. If you do not pay on time or if MTRLC LLC cannot charge your credit card, or other payment method for any reason, MTRLC LLC reserves the right to either suspend or terminate your access to the Site and account and terminate these Terms. All payments will be made in US Dollars. You are expressly agreeing that MTRLC LLC and/or MTRLC LLC’s third party payment processor is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Site and the fees will be billed to your credit card, or other payment method designated on your initial registration with this Site, and thereafter at regular intervals for the remainder of the term of these Terms. If you cancel your account at any time, you will not receive any refund. If you have a balance due on any account, you agree that MTRLC LLC may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

All Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to Customer’s use of the Services (collectively, “Taxes”). Customer is solely responsible for the payment of any such Taxes. In the event MTRLC LLC are required to pay Taxes on Customer’s behalf, Customer shall promptly reimburse MTRLC LLC for all amounts paid.

VIII. Electronic Communications.

By using the Site and/or the Services provided on or through the Site, you consent to receiving electronic communications from MTRLC LLC. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services provided on or through the Site. These electronic communications are part of your relationship with MTRLC LLC. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

IX. Submissions and Customer Data.

You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Site (each a “Submission” and collectively, “Customer Data”). You may not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.

Unless otherwise explicitly stated herein or in MTRLC LLC’s Privacy Policy you agree that any Submission provided by you in connection with this Site is provided on a non-proprietary basis. You hereby grant to MTRLC LLC a non-exclusive, royalty-free, fully paid-up, worldwide license (including the right to sublicense) to use, reproduce, process, adapt, publicly perform, publicly display, modify, publish, transmit and distribute your Customer Data, or any portion thereof, solely as necessary for the provision of the Services. We may modify or adapt your Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.

MTRLC LLC will use commercially reasonable methods to protect Customer Data from theft and misappropriation. Customer acknowledges that, notwithstanding any security precautions deployed by MTRLC LLC, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Customer Data. MTRLC LLC cannot and does not guaranty the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient. Customer will be considered the data controller for any data that identifies an individual (“Personal Data”). Customer will have sole responsibility for determining if the collection, storage, and use of its Personal Data complies with applicable law, for making all required disclosures and obtaining all required consents relating to the activities described in this Agreement, and otherwise complying with all applicable laws relating to Personal Data. MTRLC LLC agrees to use any personally identifiable information contained in any of your Submissions in accordance with MTRLC LLC’s Privacy Policy. Customer acknowledges and consents (i) that the Service provided may require Customer Data to be transferred to a country outside of Customer’s country or the country where the Customer Data originated, and that applicable laws in those other countries might permit foreign governments, courts, law enforcement or regulatory agencies to access Customer Data in those countries, and (ii) MTRLC LLC may share Customer Data with its affiliates and business partners (like backbone network providers) for the sole purpose of providing to Customer the Services hereunder, provided that at all time MTRLC LLC will comply with its confidentiality and data protection obligations. Unless otherwise expressly agreed in a writing that is signed by an authorized representative of MTRLC LLC, MTRLC LLC shall have no obligation to store Customer Data beyond any period specified in an order form and MTRLC LLC has no obligation to retain Customer Data following thirty (30) days after complete termination of the Services. Customer shall have thirty (30) days from the date of termination of the Services in which to request a copy of their Customer Data, which will be made available to Customer in the same format maintained by MTRLC LLC. Customer represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the Customer Data as may be necessary to permit the use contemplated under this Agreement. Customer bears all responsibility and liability for the accuracy and completeness of the Customer Data and MTRLC LLC’s access, possession and use as permitted herein.

Customer acknowledges and agrees that MTRLC LLC may compile anonymous, non-personally identifiable, technical, statistical or analytical data gathered or generated directly by use of the Services (“Aggregated Data”) which MTRLC LLC collects, gathers and aggregates periodically as part of its Services. To the extent necessary, Customer hereby grants MTRLC LLC a royalty-free, nonexclusive, irrevocable, right and license (with the right to sublicense through multiple tiers) to develop Aggregated Data from Customer’s use of the Services. MTRLC LLC (its affiliates, licensors, partners and designated agents) may use this information to monitor and improve its products, services or to provide customized services or technologies to their customers. MTRLC LLC collects and use this information in accordance with its privacy policies and in accordance with applicable data protection laws.

When you provide Submissions you agree that those Submissions shall not be in violation of the “Unauthorized Activities” Section below. Those prohibitions do not require MTRLC LLC to monitor, police or remove any Submissions or other information submitted by you or any other user.

X. Unauthorized Activities and Acceptable Use Policy.

When using this Site and/or the services, you agree not to:

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Use racially, ethnically, or otherwise offensive language.
  • Discuss or incite illegal activity.
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
  • Post anything that exploits children or minors or that depicts cruelty to animals.
  • Post any copyrighted or trademarked materials without the express permission from the owner.
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
  • Use any robot, spider, scraper or other automated means to access the Site.
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
  • Alter the opinions or comments posted by others on this Site.
  • Post anything contrary to our public image, goodwill or reputation.

This list of prohibitions provides examples and is not complete or exclusive. MTRLC LLC reserves the right to (a) terminate access to your account, your ability to post to this Site (or use the Services) and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that MTRLC LLC determines is inappropriate or disruptive to this Site or to any other user of this Site and/or Services. MTRLC LLC may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at MTRLC LLC’s discretion, MTRLC LLC will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.

Unauthorized use of any Materials contained on this Site may violate certain laws and regulations.

You agree to indemnify and hold MTRLC LLC and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) MTRLC LLC or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

 

Acceptable Use Policy: Customer shall be solely responsible for its actions and the actions of its users while using the Services. Customer acknowledges and agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to Customer’s use of the Services, including without limitation the provision of Customer Data; (b) not to send or store data on or to the Services which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contain viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, programs or data that may damage the operation of the Services or another's computing device; (d) not to use the Services for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere or disrupt networks connected to the Services or interfere with other ability to access or use the Services; (f) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (g) to comply with all regulations, policies and procedures of networks connected to the Services and MTRLC LLC’s service providers; and (h) to use the Services only in accordance with the Documentation. MTRLC LLC reserves the right to amend, alter, or modify this Acceptable Use Policy at any time. MTRLC LLC may deliver notice of such updated requirements to Customer via e-mail or through the Services. Customer’s continued access to and use of the Services following issuance of such updated Customer requirements shall constitute Customer’s acceptance thereof.

XI. Third-Party Sites

You may be able to access websites, content or services provided by third-parties (“Third Party Sites”) through links that are made available on the Site. If you use any of these links, You will leave this Site. MTRLC LLC does not assume any responsibility or the accuracy, completeness and legality of the contents of such Third Party Sites. The fact that we link to a Third Party Site or service is not an endorsement or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies, term of use, business practices or their compliance with laws. We do not exercise control over Third Party Site or services. We encourage you to read the privacy policies and terms of use of the other websites and services you use and the terms of the offers in which you participate.

XII. Disclaimer of Warranties.

Your use of this Site and/or the Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by MTRLC LLC, and they may include inaccuracies or typographical or other errors. MTRLC LLC does not warrant the accuracy of timeliness of the Materials contained on this Site. MTRLC LLC has no liability for any errors or omissions in the Materials, whether provided by MTRLC LLC, our licensors or suppliers or other users.

MTRLC LLC, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, AND MATERIALS AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. MTRLC LLC DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

XIII. Limitation of Liability.

MTRLC LLC SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE. IN NO EVENT SHALL MTRLC LLC BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF MTRLC LLC KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

XIV. Local Laws; Export Control.

MTRLC LLC controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.

XV. Feedback.

If you send or transmit any communications, comments, questions, suggestions, or related materials to MTRLC LLC, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any Services offered through the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and MTRLC LLC is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that MTRLC LLC is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

XVI. Dispute Resolution and Arbitration; Class Action Waiver.

Please read this carefully. It affects your rights.

Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us at [email protected].

All disputes, controversies, causes of action (in tort, contract, by statute or otherwise) (“Disputes”), including, without limitation, Disputes arising from or relating to this Arbitration Provision (including the interpretation, breach, termination and invalidity thereof) or the relationship that results from these Terms shall be resolved by binding arbitration by a single independent and impartial arbitrator under the applicable Commercial Dispute Resolution Procedures of the American Arbitration Association (“AAA”) (http://www.adr.org, 1-800-778-7879).

Arbitration replaces the right to go to court, and therefore the parties waive any right that you or MTRLC LLC might otherwise have had to a jury trial or the opportunity to litigate any claims in court before either a judge or jury. Notwithstanding the foregoing, MTRLC LLC reserves the right to pursue the protection of its intellectual property rights and confidential information outside of arbitration and to stop other illegal activities through injunctive relief or other equitable relief through the courts. If MTRLC LLC chooses to litigate any dispute regarding the scope or validity of MTRLC LLC’s intellectual property rights outside of arbitration, the arbitrator shall have no authority to make any finding or judgment with respect to such scope or validity.

Venue: The exclusive venue for the arbitration shall be Suffolk County, Massachusetts, United States of America. The parties will agree on a reasonable location, in the event that Suffolk County is an inappropriate forum. The parties will endeavor to minimize the need for long distance travel through use of telephonic communications and submission of documents as permitted under the applicable rules for Expedited Procedures. The official language of the arbitration shall be English.

Arbitration shall be commenced by filing a Claim pursuant to the applicable American Arbitration Association Rules. The arbitration shall be completed, barring extraordinary circumstances within ninety (90) days of the filing of the Claim. The parties may grant reasonable continuance upon good cause shown. The Award shall be reasoned and shall be rendered within thirty (30) days of closure of the arbitration proceedings.

Rules and forms may be obtained and Claims may be filed at American Arbitration Association, 1633 Broadway, Floor 10, New York, NY 10019-6708, (212) 716 – 5800, (800) 778 – 7879, http://www.adr.org.

All parties have the right, at their own expense, to be represented by an attorney or spokesperson of their own choosing. Discovery shall be expeditiously completed within three (3) months of the time the parties are at issue. Each party shall produce relevant non-privileged documents requested by the other party. Discovery procedures available in court actions do not apply. The arbitrator shall grant oral and/or written discovery to preserve evidence or upon a showing of need. All discovery disputes shall be promptly submitted to and promptly resolved by the arbitrator. The Parties may elect to use any of the Expedited Procedures of the Commercial Dispute Resolution Procedures of the AAA.

Any party may seek a preliminary injunction or other provisional, injunctive, emergency or equitable relief (but not monetary relief) in a court of competent jurisdiction if, in its sole judgment, such relief is necessary to preserve the status quo or to prevent irreparable harm. The parties shall, despite seeking relief under this section, participate in good faith in the arbitration.

 

The arbitrator will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitration will be confidential unless the Parties request otherwise.

The Parties shall equally share the fees charged by the arbitrator and the AAA, but they shall otherwise bear their own expenses incurred in connection with conducting the arbitration and related discovery. Enforcement of the arbitrator’s judgment may be sought in any court of competent jurisdiction.

Governing law and Courts

These Terms involve transactions between the parties in interstate commerce and shall be governed by the Federal Arbitration Act, 9 USC § 1-19. Judgment upon any interim or final award shall be entered and confirmed in any court or tribunal of competent jurisdiction. The substantive law of the State of Massachusetts (excluding its conflicts of law provisions) and applicable U.S. federal law, shall apply to all disputes and the Agreement. If there is a difference between the Federal Arbitration Act and Massachusetts law, the Federal Arbitration Act controls. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement

Notwithstanding the foregoing, the Parties agree that any dispute arising under these Terms regarding the scope or validity of MTRLC LLC’s Intellectual Property Rights, if not resolved informally, (i) shall be interpreted solely under the laws of Massachusetts, USA; and (ii) shall be finally resolved exclusively in the courts located within Suffolk County, Massachusetts, USA, and You hereby consent to the personal jurisdiction of such courts. You agree not to challenge the jurisdiction of the courts contemplated in the preceding sentence. In the event that You challenge such jurisdiction or bring an action in any other court, You agree that (i) MTRLC LLC shall be entitled to recover all expenses, including attorneys’ fees, incurred in connection with Your challenge or court action, in addition to any award that may be given to MTRLC LLC, and (ii) any judgment awarded to You shall be reduced by the amount of such expenses incurred by MTRLC LLC, and, if such expenses exceed the award, You shall pay the difference to MTRLC LLC.

Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or MTRLC LLC may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to MTRLC LLC, PO Box 121147, Boston, MA 02112-1147 United States of America. Attention Legal Department. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with MTRLC LLC through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with MTRLC LLC. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and MTRLC LLC specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

XVII. General.

MTRLC LLC prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by MTRLC LLC, may result in immediate termination of your access to this Site without prior notice to you. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. MTRLC LLC’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and MTRLC LLC and supersede all prior or contemporaneous negotiations, discussions or agreements between you and MTRLC LLC about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

XVIII. California Consumer Notice.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site and Service are provided by MTRLC LLC Inc. If you have a question or complaint regarding the Site or Services, please contact Customer Service at [email protected]. You may also contact us by writing us at MTRLC LLC PO Box 121147, Boston, MA 02112-1147 United States of America. Attention Customer Service. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

XIX. Contact Us.

If you have any questions about these Terms or otherwise need to contact MTRLC LLC for any reason, you can reach us at MTRLC LLC, PO Box 121147, Boston, MA 02112-1147, United States of America, United States of America. Attention Customer Service; and/or at [email protected] and/or at +1-800 753-0797.

MotorolaNetwork.com and MTRLC LLC. Platform Terms of Use

Last Updated: November 15th, 2016

THESE TERMS AND CONDITIONS (THE "TERMS") ARE A LEGAL CONTRACT BETWEEN YOU AND MTRLC LLC. (“MTRLC LLC”, “WE” OR “US”). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: WWW.MOTOROLANETWORK.COM AS WELL AS ALL ASSOCIATED SITES BY MTRLC LLC, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE "SITE"). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “SITE” INCLUDE ACCESS TO THE MTRLC LLC PLATFORM AND PORTAL, MATERIALS, SERVICES AVAILABLE THROUGH THIS SITE (THE "SERVICES") AND ANY SOFTWARE THAT MTRLC LLC PROVIDES TO YOU THAT ALLOWS YOU TO ACCESS THE SITE AND SERVICES FROM A MOBILE DEVICE ("MOBILE APPLICATION").

BY USING THIS SITE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH MTRLC LLC. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

I. Changes.

MTRLC LLC may make changes to the content and Services offered on the Site at any time. MTRLC LLC can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on this Site and by notifying you either through a banner on the Site or, depending on your account status, via email at MTRLC LLC’s sole discretion. By using this Site after MTRLC LLC has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site.

II. General Use.

You represent and warrant that you are lawfully able to enter into contracts (or, if you are a minor, you have your parent's permission to use the Site, and your parent has read and agrees to this Agreement on your behalf). If you are a parent or legal guardian of a minor, you hereby agree to bind the minor to these Terms and to fully indemnify and hold harmless MTRLC LLC if the Minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Site at any time or in any manner or submit any information to the MTRLC LLC or the Site.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A BUSINESS ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY AND CAPACITY TO BIND SUCH BUSINESS ENTITY. IF YOU ARE NOT AUTHORIZED NOR DEEMED BY LAW TO HAVE SUCH AUTHORITY, YOU ASSUME SOLE PERSONAL LIABILITY FOR THE OBLIGATIONS SET OUT IN THESE TERMS.

III. Privacy Policy.

Please review MTRLC LLC’s Privacy Policy (the “Privacy Policy”) which explains how we use information that you submit to MTRLC LLC. The Privacy Policy is hereby incorporated by reference.

The use of Geo-Location Services is subject to the terms of the then current Google privacy policy (https://www.google.com/policies/privacy/).

IV. Using the Site and the Services on the Site.

The Site grants customers (“Customers”) who want to access MTRLC LLC’s website – either via a web browser (“MTRLC LLC Website”) or via mobile devices (“MTRLC LLC Mobile Application"). If you are Visitor, You can simply view the Site and not use any Services on the Site. You need not register with MTRLC LLC to simply visit and view the Site and the public information on the Site. You also agree and understand that the provision and use of certain of MTRLC LLC’s services are beyond the scope of this Agreement and that Customer must enter into a separate agreement for use of the full services. In case of conflicts, the terms of any executed (signed) agreement between MTRLC LLC and Customer shall control over these Terms.

V. Proprietary Rights and Licenses.

MTRLC LLC provides content through the Site and through the Services that is property of, copyrighted by and/or trademarked work of MTRLC LLC or MTRLC LLC’s third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include logos, graphics, video, images, software and other content.

You acknowledge that the Site, its entire contents, features and functionality (including but not limited to all the text, data, information, software, graphics, photographs, sounds, music, videos, interactive features and the like thereof), Materials, and the trademarks, tradenames, service marks, trade dress or logos contained therein ("Marks"), and any other proprietary rights related thereto or appearing on the Site, are owned by or licensed to MTRLC LLC, its licensors or other providers of such material, and are protected by copyrights, trademarks, service marks, patent rights, trade secrets and/or other proprietary rights ("Intellectual Property"). As between You and Us, We reserve all right, title, and interest, not expressly granted in and to the Site. You may only use the Site (and the Intellectual Property) as expressly permitted in these Terms and for no other purpose.

The Site as a whole is copyrighted as a collective work, and Materials appearing on or accessible through the Site, are owned by or licensed to MTRLC LLC and are likewise subject to copyright protection domestically and internationally. Materials on the Site are provided to you AS IS for personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of MTRLC LLC or the respective owners. You agree to not engage in the use, copying, or distribution of any of the Materials other than expressly permitted herein, including any use, copying, or distribution of content submitted by third parties obtained through the Site for any commercial purposes. You must abide by all copyright notices, information, or restrictions contained in or attached to any Materials or Submissions.

Subject to the terms and conditions of these Terms, and your compliance with these Terms, MTRLC LLC hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site solely for your personal use. Except for the foregoing license, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner. You agree not to circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of Materials or enforce limitations on use of the Site or the Materials therein. You agree to be liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this Web site. All rights not expressly granted herein are reserved.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.

All Marks not owned by MTRLC LLC that appear on the Site are the property of their respective owners and are used by permission. Ownership of Marks and the goodwill associated therewith remains with Us or with those other entities.

Please refer to our Unauthorized Activities section below for more information pertaining use of the Site and MTRLC LLC’s Acceptable Use Policy. The Mobile Application and all other software that is provided to you through the Site and Services and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if You are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

VI. Mobile Applications.

MTRLC LLC makes available Mobile Applications to access the Site via a mobile device. To use the Mobile Application you must have a mobile device that is compatible with the mobile service. MTRLC LLC does not warrant that the Mobile Application will be compatible with your mobile device. MTRLC LLC hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for your registered account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that MTRLC LLC may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and MTRLC LLC and its third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.

The following additional terms and conditions apply with respect to any Mobile Application that MTRLC LLC provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

  • You acknowledge that these Terms are between you and MTRLC LLC only, and not with Apple, Inc. (“Apple”).
  • Your use of MTRLC LLC’s iOS App must comply with Apple’s then-current App Store Terms of Service.
  • MTRLC LLC, and not Apple, are solely responsible for our iOS App and the Services and Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
  • You agree that MTRLC LLC, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.
  • You agree that MTRLC LLC, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
  • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
  • You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
  • The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of MTRLC LLC’s iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

The following additional terms and conditions apply with respect to any Mobile Application that MTRLC LLC provides to you designed for use on an Android-powered mobile device (an “Android App”):

  • You acknowledge that these Terms are between you and MTRLC LLC only, and not with Google, Inc. (“Google”).
  • Your use of MTRLC LLC’s Android App must comply with Google’s then-current Android Market Terms of Service.
  • Google is only a provider of the Android Market where you obtained the Android App. MTRLC LLC, and not Google, are solely responsible for MTRLC LLC’s Android App and the Services and Content available thereon. Google has no obligation or liability to you with respect to MTRLC LLC’s Android App or these Terms.
  • You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to MTRLC LLC’s Android App.

Geo-Location Terms.

The Services include and make use of certain functionality and services provided by third-parties that allow MTRLC LLC to include maps, geocoding, places and other Content from Google, Inc. (“Google”) as part of the Services (the “Geo-Location Services”). Your use of the Geo-Location Services is subject to Google’s then current Terms of Use for Google Maps/Google Earth (https://www.google.com/intl/en_us/help/terms_maps.html) and by using the Geo-Location Services, you are agreeing to be bound by Google’s Terms of Use.

VII. Purchases.

In the event we charge for any services, you agree to pay all fees or charges to your account based on MTRLC LLC’s fees, charges, and billing terms in effect at the time you contract such services or as otherwise communicated directly by us. If you do not pay on time or if MTRLC LLC cannot charge your credit card, or other payment method for any reason, MTRLC LLC reserves the right to either suspend or terminate your access to the Site and account and terminate these Terms. All payments will be made in US Dollars. You are expressly agreeing that MTRLC LLC and/or MTRLC LLC’s third party payment processor is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Site and the fees will be billed to your credit card, or other payment method designated on your initial registration with this Site, and thereafter at regular intervals for the remainder of the term of these Terms. If you cancel your account at any time, you will not receive any refund. If you have a balance due on any account, you agree that MTRLC LLC may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

All Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to Customer’s use of the Services (collectively, “Taxes”). Customer is solely responsible for the payment of any such Taxes. In the event MTRLC LLC are required to pay Taxes on Customer’s behalf, Customer shall promptly reimburse MTRLC LLC for all amounts paid.

VIII. Electronic Communications.

By using the Site and/or the Services provided on or through the Site, you consent to receiving electronic communications from MTRLC LLC. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services provided on or through the Site. These electronic communications are part of your relationship with MTRLC LLC. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

IX. Submissions and Customer Data.

You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Site (each a “Submission” and collectively, “Customer Data”). You may not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.

Unless otherwise explicitly stated herein or in MTRLC LLC’s Privacy Policy you agree that any Submission provided by you in connection with this Site is provided on a non-proprietary basis. You hereby grant to MTRLC LLC a non-exclusive, royalty-free, fully paid-up, worldwide license (including the right to sublicense) to use, reproduce, process, adapt, publicly perform, publicly display, modify, publish, transmit and distribute your Customer Data, or any portion thereof, solely as necessary for the provision of the Services. We may modify or adapt your Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.

MTRLC LLC will use commercially reasonable methods to protect Customer Data from theft and misappropriation. Customer acknowledges that, notwithstanding any security precautions deployed by MTRLC LLC, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Customer Data. MTRLC LLC cannot and does not guaranty the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient. Customer will be considered the data controller for any data that identifies an individual (“Personal Data”). Customer will have sole responsibility for determining if the collection, storage, and use of its Personal Data complies with applicable law, for making all required disclosures and obtaining all required consents relating to the activities described in this Agreement, and otherwise complying with all applicable laws relating to Personal Data. MTRLC LLC agrees to use any personally identifiable information contained in any of your Submissions in accordance with MTRLC LLC’s Privacy Policy. Customer acknowledges and consents (i) that the Service provided may require Customer Data to be transferred to a country outside of Customer’s country or the country where the Customer Data originated, and that applicable laws in those other countries might permit foreign governments, courts, law enforcement or regulatory agencies to access Customer Data in those countries, and (ii) MTRLC LLC may share Customer Data with its affiliates and business partners (like backbone network providers) for the sole purpose of providing to Customer the Services hereunder, provided that at all time MTRLC LLC will comply with its confidentiality and data protection obligations. Unless otherwise expressly agreed in a writing that is signed by an authorized representative of MTRLC LLC, MTRLC LLC shall have no obligation to store Customer Data beyond any period specified in an order form and MTRLC LLC has no obligation to retain Customer Data following thirty (30) days after complete termination of the Services. Customer shall have thirty (30) days from the date of termination of the Services in which to request a copy of their Customer Data, which will be made available to Customer in the same format maintained by MTRLC LLC. Customer represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the Customer Data as may be necessary to permit the use contemplated under this Agreement. Customer bears all responsibility and liability for the accuracy and completeness of the Customer Data and MTRLC LLC’s access, possession and use as permitted herein.

Customer acknowledges and agrees that MTRLC LLC may compile anonymous, non-personally identifiable, technical, statistical or analytical data gathered or generated directly by use of the Services (“Aggregated Data”) which MTRLC LLC collects, gathers and aggregates periodically as part of its Services. To the extent necessary, Customer hereby grants MTRLC LLC a royalty-free, nonexclusive, irrevocable, right and license (with the right to sublicense through multiple tiers) to develop Aggregated Data from Customer’s use of the Services. MTRLC LLC (its affiliates, licensors, partners and designated agents) may use this information to monitor and improve its products, services or to provide customized services or technologies to their customers. MTRLC LLC collects and use this information in accordance with its privacy policies and in accordance with applicable data protection laws.

When you provide Submissions you agree that those Submissions shall not be in violation of the “Unauthorized Activities” Section below. Those prohibitions do not require MTRLC LLC to monitor, police or remove any Submissions or other information submitted by you or any other user.

X. Unauthorized Activities and Acceptable Use Policy.

When using this Site and/or the services, you agree not to:

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Use racially, ethnically, or otherwise offensive language.
  • Discuss or incite illegal activity.
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
  • Post anything that exploits children or minors or that depicts cruelty to animals.
  • Post any copyrighted or trademarked materials without the express permission from the owner.
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
  • Use any robot, spider, scraper or other automated means to access the Site.
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
  • Alter the opinions or comments posted by others on this Site.
  • Post anything contrary to our public image, goodwill or reputation.

This list of prohibitions provides examples and is not complete or exclusive. MTRLC LLC reserves the right to (a) terminate access to your account, your ability to post to this Site (or use the Services) and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that MTRLC LLC determines is inappropriate or disruptive to this Site or to any other user of this Site and/or Services. MTRLC LLC may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at MTRLC LLC’s discretion, MTRLC LLC will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.

Unauthorized use of any Materials contained on this Site may violate certain laws and regulations.

You agree to indemnify and hold MTRLC LLC and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) MTRLC LLC or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

Acceptable Use Policy:  Customer shall be solely responsible for its actions and the actions of its users while using the Services. Customer acknowledges and agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to Customer’s use of the Services, including without limitation the provision of Customer Data; (b) not to send or store data on or to the Services which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contain viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, programs or data that may damage the operation of the Services or another's computing device; (d) not to use the Services for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere or disrupt networks connected to the Services or interfere with other ability to access or use the Services; (f) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (g) to comply with all regulations, policies and procedures of networks connected to the Services and MTRLC LLC’s service providers; and (h) to use the Services only in accordance with the Documentation. MTRLC LLC reserves the right to amend, alter, or modify this Acceptable Use Policy at any time. MTRLC LLC may deliver notice of such updated requirements to Customer via e-mail or through the Services. Customer’s continued access to and use of the Services following issuance of such updated Customer requirements shall constitute Customer’s acceptance thereof.

XI. Third-Party Sites.

You may be able to access websites, content or services provided by third-parties (“Third Party Sites”) through links that are made available on the Site. If you use any of these links, You will leave this Site. MTRLC LLC does not assume any responsibility or the accuracy, completeness and legality of the contents of such Third Party Sites. The fact that we link to a Third Party Site or service is not an endorsement or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies, term of use, business practices or their compliance with laws. We do not exercise control over Third Party Site or services. We encourage you to read the privacy policies and terms of use of the other websites and services you use and the terms of the offers in which you participate.

XII. Disclaimer of Warranties.

Your use of this Site and/or the Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by MTRLC LLC, and they may include inaccuracies or typographical or other errors. MTRLC LLC does not warrant the accuracy of timeliness of the Materials contained on this Site. MTRLC LLC has no liability for any errors or omissions in the Materials, whether provided by MTRLC LLC, our licensors or suppliers or other users.

MTRLC LLC, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, AND MATERIALS AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. MTRLC LLC DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

XIII. Limitation of Liability.

MTRLC LLC SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE. IN NO EVENT SHALL MTRLC LLC BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF MTRLC LLC KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

XIV. Local Laws; Export Control.

MTRLC LLC controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.

XV. Feedback.

If you send or transmit any communications, comments, questions, suggestions, or related materials to MTRLC LLC, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any Services offered through the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and MTRLC LLC is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that MTRLC LLC is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

XVI. Dispute Resolution and Arbitration; Class Action Waiver.

Please read this carefully. It affects your rights.

Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us at [email protected] . All disputes, controversies, causes of action (in tort, contract, by statute or otherwise) (“Disputes”), including, without limitation, Disputes arising from or relating to this Arbitration Provision (including the interpretation, breach, termination and invalidity thereof) or the relationship that results from these Terms shall be resolved by binding arbitration by a single independent and impartial arbitrator under the applicable Commercial Dispute Resolution Procedures of the American Arbitration Association (“AAA”) (http://www.adr.org/, 1-800-778-7879).

Arbitration replaces the right to go to court, and therefore the parties waive any right that you or MTRLC LLC might otherwise have had to a jury trial or the opportunity to litigate any claims in court before either a judge or jury. Notwithstanding the foregoing, MTRLC LLC reserves the right to pursue the protection of its intellectual property rights and confidential information outside of arbitration and to stop other illegal activities through injunctive relief or other equitable relief through the courts. If MTRLC LLC chooses to litigate any dispute regarding the scope or validity of MTRLC LLC’s intellectual property rights outside of arbitration, the arbitrator shall have no authority to make any finding or judgment with respect to such scope or validity.

Venue: The exclusive venue for the arbitration shall be Suffolk County, Massachusetts, United States of America. The parties will agree on a reasonable location, in the event that Suffolk County is an inappropriate forum. The parties will endeavor to minimize the need for long distance travel through use of telephonic communications and submission of documents as permitted under the applicable rules for Expedited Procedures. The official language of the arbitration shall be English.

Arbitration shall be commenced by filing a Claim pursuant to the applicable American Arbitration Association Rules. The arbitration shall be completed, barring extraordinary circumstances within ninety (90) days of the filing of the Claim. The parties may grant reasonable continuance upon good cause shown. The Award shall be reasoned and shall be rendered within thirty (30) days of closure of the arbitration proceedings.

Rules and forms may be obtained and Claims may be filed at American Arbitration Association, 1633 Broadway, Floor 10, New York, NY 10019-6708, (212) 716 – 5800, (800) 778 – 7879, www.adr.org .

All parties have the right, at their own expense, to be represented by an attorney or spokesperson of their own choosing. Discovery shall be expeditiously completed within three (3) months of the time the parties are at issue. Each party shall produce relevant non-privileged documents requested by the other party. Discovery procedures available in court actions do not apply. The arbitrator shall grant oral and/or written discovery to preserve evidence or upon a showing of need. All discovery disputes shall be promptly submitted to and promptly resolved by the arbitrator. The Parties may elect to use any of the Expedited Procedures of the Commercial Dispute Resolution Procedures of the AAA.

Any party may seek a preliminary injunction or other provisional, injunctive, emergency or equitable relief (but not monetary relief) in a court of competent jurisdiction if, in its sole judgment, such relief is necessary to preserve the status quo or to prevent irreparable harm. The parties shall, despite seeking relief under this section, participate in good faith in the arbitration.

The arbitrator will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitration will be confidential unless the Parties request otherwise.

The Parties shall equally share the fees charged by the arbitrator and the AAA, but they shall otherwise bear their own expenses incurred in connection with conducting the arbitration and related discovery. Enforcement of the arbitrator’s judgment may be sought in any court of competent jurisdiction.

Governing law and Courts

These Terms involve transactions between the parties in interstate commerce and shall be governed by the Federal Arbitration Act, 9 USC § 1-19. Judgment upon any interim or final award shall be entered and confirmed in any court or tribunal of competent jurisdiction. The substantive law of the State of Massachusetts (excluding its conflicts of law provisions) and applicable U.S. federal law, shall apply to all disputes and the Agreement. If there is a difference between the Federal Arbitration Act and Massachusetts law, the Federal Arbitration Act controls. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement.

Notwithstanding the foregoing, the Parties agree that any dispute arising under these Terms regarding the scope or validity of MTRLC LLC’s Intellectual Property Rights, if not resolved informally, (i) shall be interpreted solely under the laws of Massachusetts, USA; and (ii) shall be finally resolved exclusively in the courts located within Suffolk County, Massachusetts, USA, and You hereby consent to the personal jurisdiction of such courts. You agree not to challenge the jurisdiction of the courts contemplated in the preceding sentence. In the event that You challenge such jurisdiction or bring an action in any other court, You agree that (i) MTRLC LLC shall be entitled to recover all expenses, including attorneys’ fees, incurred in connection with Your challenge or court action, in addition to any award that may be given to MTRLC LLC, and (ii) any judgment awarded to You shall be reduced by the amount of such expenses incurred by MTRLC LLC, and, if such expenses exceed the award, You shall pay the difference to MTRLC LLC.

Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or MTRLC LLC may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to MTRLC LLC, PO Box 121147, Boston, MA 02112-1147 United States of America. Attention Legal Department. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with MTRLC LLC through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with MTRLC LLC. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and MTRLC LLC specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

XVII. General.

MTRLC LLC prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by MTRLC LLC, may result in immediate termination of your access to this Site without prior notice to you. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. MTRLC LLC’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and MTRLC LLC and supersede all prior or contemporaneous negotiations, discussions or agreements between you and MTRLC LLC about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

XVIII. California Consumer Notice.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site and Service are provided by MTRLC LLC Inc. If you have a question or complaint regarding the Site or Services, please contact Customer Service at [email protected]. You may also contact us by writing us at MTRLC LLC PO Box 121147, Boston, MA 02112-1147 United States of America. Attention Customer Service. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

XIX. Contact Us.

If you have any questions about these Terms or otherwise need to contact MTRLC LLC for any reason, you can reach us at MTRLC LLC, PO Box 121147, Boston, MA 02112-1147, United States of America, United States of America. Attention Customer Service; and/or at [email protected] and/or at +1-800 753-0797.