Terms of Use

Effective Date: November 1, 2017

Terms of Use

These terms contain an agreement to arbitrate below, which will require you to submit claims you have against Modern Business Associates, Inc. and its and all subsidiary, affiliate and parent companies, their shareholders, non-leased employees, attorneys, officers, directors, agents and representatives (hereinafter referred to as “MBA”) to binding and final arbitration.

LICENSE GRANT

The Modern Business Associates (“MBA”) Website is comprised of various web pages operated by MBA.

You are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use the MBA Website on your continued acceptance of, and compliance with, these Terms of Use. MBA reserves the right to bar, restrict or suspend any user’s access to the Website, and/or to terminate this license at any time for any reason. MBA reserves any rights not explicitly granted in these Terms of Use.

The MBA Website is available only to individuals who can enter into legally binding contracts under applicable law. These Terms of Use constitute a legally binding agreement between you and MBA regarding your use and access to the Website. By using the MBA Website you agree to the Terms of Use.

LICENSE RESTRICTIONS

Unless otherwise expressly stated in these Terms of Use or you receive MBA’s prior written consent, you may not modify, translate, create derivative works of, copy, distribute, market, display, remove or alter any proprietary notices or labels from, lease, sell, sublicense, clone, transfer, decompile, reverse engineer, or incorporate into any information retrieval system (electronic or mechanical), the MBA Website, any MBA Content, or any portion thereof. Further, you may not (i) use the MBA Website for any unauthorized or illegal purpose or activity including, but not limited to, any activity to obtain or attempt to obtain unauthorized access to the Website, including MBA Content; (ii) interfere with the proper working of the Website including, but not limited to, the transmission of any virus, worm, trap door, back door, timer, clock, Trojan horse, denial of service attack or other limiting routine, instruction or design; or (iii) interfere with any other person’s use and enjoyment of the Website.

MODIFICATION OF THESE TERMS OF USE

MBA reserves the right to change the terms, conditions, and notices under which the MBA Website is offered, including but not limited to the charges associated with the use of the MBA Website, without notice to you, other than the posting of the amended Privacy Policy and Terms of Use on this Website.

MBA CONTENT

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “MBA Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the MBA Website is owned, controlled or licensed by or to MBA, and is protected by copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Use, no part of the Website and no MBA Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Website or other medium for publication or distribution or for any commercial enterprise, without MBA’s express prior written consent.

LINKS TO THIRD PARTY SITES

The MBA Website may contain links to may contain links to third party sites (“Linked Sites”). When you access Linked Sites, you do so at your own risk. We do not control and are not liable for those sites. Linked Sites may have their own terms and policies, and your use of them will be governed by those terms and policies. Your security when using Linked Sites is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Linked Site. We are not liable for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result thereof (except where prohibited by law). MBA is providing Linked Sites to you only as a convenience, and the inclusion of any link does not imply endorsement by MBA of the site or any association with its operators. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

PRIVACY POLICY

For information about MBA’s data protection practices and MBA’s use and protection of your personal information, please read MBA’s Website Privacy Policy which is incorporated into and made a part of these Terms of Use.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the MBA Website, you warrant to MBA that you will not use the MBA Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the MBA Website in any manner which could damage, disable, overburden, or impair the MBA Website or interfere with any other party’s use and enjoyment of the MBA Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the MBA Website.

USE OF COMMUNICATION SERVICES

The MBA Website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, pornographic, abusive, or otherwise illegal material.
  • Use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual orientation, age, region, disability, or any other protected category. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Communication Services.
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
  • Restrict or inhibit any other user from using and enjoying the Communication Services.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
  • Violate any applicable laws or regulations.

MBA does not and cannot review every user’s comment, post, or message (“Submission”) and is not responsible for the content of these messages, MBA reserves the right to delete, move, or edit Submissions that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable. MBA reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. MBA reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

MBA reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in MBA’s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. MBA does not control or endorse the content, messages or information found in any Communication Service and, therefore, MBA specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized MBA spokespersons, and their views do not necessarily reflect those of MBA.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO MODERN BUSINESS ASSOCIATES OR POSTED AT ANY MODERN BUSINESS ASSOCIATES WEBSITE

MBA does not claim ownership of the materials you provide to MBA (including feedback and suggestions) or post, upload, input or submit to any MBA Website or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting MBA, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. MBA is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in MBA’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE MBA WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MBA AND/OR ITS VENDORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE MBA WEBSITE AT ANY TIME. ADVICE RECEIVED VIA THE MBA WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

THE SERVICES AND ALL DOWNLOADABLE SOFTWARE ARE DISTRIBUTED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER MBA, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, MEMBERS, OR TRUSTEES NOR ANY OF ITS AGENTS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, CONTRACTORS, PROMOTIONAL PARTNERS, OR LICENSORS (COLLECTIVELY “MBA PARTIES”) PROVIDE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT (i) THE WEBSITE OR MBA CONTENT, OR ANY RESULTS THAT MAY BE OBTAINED BY YOU, ARE COMPLETE, ACCURATE, RELIABLE OR NON-INFRINGING; (ii) ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH WEBSITE WILL MEET YOUR EXPECTATIONS; OR (iv) MBA CONTENT WILL REMAIN UNCHANGED OR ACCESSIBLE ON WEBSITE. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MBA AND/OR ITS VENDORS BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING (i) OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE AND/OR ANY MBA CONTENT; (ii) FROM ANY INTERRUPTION IN THE AVAILABILITY OF THE WEBSITE AND/OR MBA CONTENT; (iii) FROM ANY LOSS OF DATA AND/OR FROM ANY EQUIPMENT FAILURE; (iv) OUT OF THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY PROBLEMS WITH THE GOODS, CONTENT AND/OR SERVICES PURCHASED OR OBTAINED FROM THE LINKED SITES, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SITES; (v) FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vi) FROM STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON WEBSITE; (vii) FROM ANY DELAY OR FAILURE OF THE WEBSITE; (viii) OUT OF THE USE OF, REFERENCE TO, OR RELIANCE ON, THE MBA CONTENT; (ix) OUT OF ANY THIRD PARTY MATERIALS, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON, OR ACCESSED THROUGH, WEBSITE (x) OUT OF ANY CONTENT, MATERIALS, ACCURACY OF INFORMATION, AND/OR QUALITY OF THE PRODUCTS, SERVICES OR MATERIALS PROVIDED BY OR ADVERTISED ON THIRD PARTY WEBSITES; OR (xi) OUT OF ANY OTHER MATTER RELATING TO THE WEBSITE OR MBA CONTENT.

IN THE EVENT YOU ARE DISSATISFIED WITH, OR DISPUTE, THESE TERMS OF USE, THE WEBSITE AND/OR THE MBA CONTENT, YOUR SOLE RIGHT AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR USE OF THE WEBSITE, EVEN IF THAT RIGHT OR REMEDY IS DEEMED TO FAIL ITS ESSENTIAL PURPOSE. YOU CONFIRM THAT MBA HAS NO OTHER OBLIGATION, LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PARTY.

SERVICE CONTACT: tylern@mbadvisors.com

INDEMNIFICATION

To the fullest extent permitted by law, you shall defend, indemnify, and hold harmless the MBA Parties from and against all claims arising from or in any way related to your use of the Website and/or MBA Content, a violation by you of these Terms of Use, or any other actions connected with your use of the Website and/or MBA Content, including any liability or expense, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees. MBA will provide prompt written notice of any such claims, but failure to provide such notice will not release you from any of your obligations pursuant to this Section except to the extent that you are actually prejudiced by such failure, and will not relieve you from any other liability that you may have to the MBA Parties other than under this Section.

TERMINATION/ACCESS RESTRICTION

MBA reserves the right, in its sole discretion, to terminate your access to the MBA Website and the related services or any portion thereof at any time for any reason, including, without limitation, breach or assignment of these Terms of Service without notice.

GOVERNING LAW AND ARBITRATION

You agree that any dispute arising out of or relating to the use of the MBA Website, or any other agreement we have with you, will be governed by the laws of the State of Florida. You also agree to arbitrate such disputes in Florida, and to abide by any limitation on damages contained in any agreement we may have with you. Any such Claim shall be brought solely by you as an individual and not as part of, or as a representative of, a class. The arbitration shall be held in St. Petersburg, FL. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. The courts in Pinellas County, Florida, and/or the United States District Court for the Middle District of Florida shall have exclusive jurisdiction and venue over (i) any action concerning the enforcement of an arbitration award, or (ii) if arbitration is not permitted by law, then any Claim you have arising out of or relating to these Terms of Use. You agree to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts and you will not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OF USE. MBA reserves all rights and remedies available to it, in law or equity, with respect to any matter relating to these Terms of Use.

Neither party consents or agrees to any arbitration on a class or representative basis, and the arbitrator shall have no authority to proceed with an arbitration on a class or representative basis. No arbitration will be consolidated with any other arbitration proceeding without the consent of all parties. Any claim or controversy as to the enforceability of this arbitration provision’s restriction on your right to participate in or pursue a class action or class-wide arbitration shall be brought only in the United States District Court for the Middle District of Florida or any State court located in Pinellas County, Florida.

MBA’s performance of this agreement is subject to existing laws and legal processes, and nothing contained in this agreement is in derogation of MBA’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the MBA Website or information provided to or gathered by MBA with respect to such use.

SEVERABILITY

In the event that any provision contained in this Agreement is held to be unenforceable by a court of competent jurisdiction, the validity, legality or enforceability of the remainder of this Agreement shall in no way be affected or impaired thereby.

NON-WAIVER

The failure to exercise or enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision.

COMPLETE AGREEMENT

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and MBA with respect to the MBA Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and MBA with respect to the MBA Website. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

PROPRIETARY RIGHTS

The content of the MBA Website includes, without limitation, (i) MBA’s trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively “MBA Marks”); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, including podcasts, and artwork, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the Website. MBA Content is the property of MBA, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law including, but not limited to, copyright, trade secret, patent, and trademark law, as well as other state, national and international laws, treaties and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any MBA Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from the or the owner of such content if the is not the owner. For reprints, contact MBA. Any use of the MBA Marks without MBA’s express written consent is strictly prohibited. You may not alter, delete, obscure or conceal any copyright or other notices appearing in the MBA Content, including any such notices appearing on any MBA Content you are permitted to download, transmit, display, print, or reproduce from the MBA Website.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

It is the policy of MBA to promptly process and investigate notices of alleged copyright infringement, and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512 (“DMCA”). Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider’s Designated Agent. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the MBA’s Designated Agent the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

(c) a description of where the material that you claim is infringing is located on the site;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

The MBA’s Copyright Designated Agent for notice of claims of copyright or other intellectual property infringement can be reached by e-mail: tylern@mbadvisors.com

Copyright 2017 by MBA and/or its suppliers. All rights reserved.

Last Updated: November 1, 2017

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