Terms of Use — End User License Agreement

These Terms of Use are entered into by and between you and the company that you represent, if applicable (“you”, or “your”, or other similar pronouns, as context dictates), and Market Access Direct, LLC of Two Executive Drive, Suite 123, Marlton, New Jersey 08053, together with its affiliates and subsidiaries (“Company,” “MADirect,” “we,” or “us”).

The Terms of Use include the following terms and conditions, together with any documents that they expressly incorporate by reference and govern your access to and use of the specific services, features, functionality, software, including the Software (as defined below), and data processing resources (collectively, the “Services”) that are made available at or through the uniform resource locator (“URL”) https://clientwave360.com, including any content, functionality, and services offered on or through the URL at http://www.marketaccessdirect.com (the “Website”), whether you are browsing the Website as a guest or a registered user. These Terms of Use also apply to each of the websites and pages that link to these Terms of Use, and to the web-enabled Services and functionality offered on or that link to those websites and pages.

By using the Websites or Services, or by selecting the “I Agree” button, you agree to these Terms of Use, and to our privacy policy posted at https://clientwave360.com/privacy (“Privacy Policy”).

In the event of a conflict between the Terms of Use and the terms and conditions of the Master Subscription Agreement, Software License and Services Agreement, Master Services Agreement, Work Order, or other agreement with us governing our provision of and your use of our software and/or Services (each, an “Agreement”), these Terms of Use shall control, but only to the extent of such conflict.

YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS OF USE LIMIT OUR LIABILITY AND THAT YOU ARE RELEASING US FROM VARIOUS CLAIMS IN THE DISCLAIMERS OF WARRANTIES SECTION AND THE LIMITATION ON LIABILITY SECTION BELOW. THESE TERMS OF USE ALSO CONTAIN A BINDING ARBITRATION PROVISION IN SECTION ARBITRATION THAT AFFECT YOUR RIGHTS UNDER THESE TERMS WITH RESPECT TO THE SERVICES.

The Website and the Services are offered and available to users who are eighteen (18) years of age or older and who reside in the United States.

By using the Website or the Services, you represent and warrant that you are of legal age to form a binding contract with the Company, satisfy the residency requirement, and agree to be bound by these Terms of Use and by the Privacy Policy. If you do not meet all of these requirements, you must not access or use the Website or the Services.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. We’ll use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Terms of Use on this web page, through the Services, or via email. All changes are effective immediately when we post them, and apply to all access to and use of the Website and the Services thereafter.

Your continued use of the Website or the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You should check this page from time to time so that you are aware of any changes, as they are binding on you.

Accessing the Website / Services; Account Security

We reserve the right to withdraw or amend the Website or the Services, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website or the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts or features of the Website or the Services to users, including registered users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Website or the Services; and
Ensuring that all persons who access the Website or the Services through your Internet connection are aware of these Terms of Use and comply with them.

To access the Website, the Services, or some of the resources they offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and the Services that all the information you provide, if applicable, is correct, current, and complete. You agree that all information you provide (e.g., to register with the Website, to register software or with the Services, or otherwise), including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website, the Services, or portions thereof using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

If you choose, you will be a recipient of notification emails from the system to notify you of new contacts, events and reminders. These are generally sent real time or nightly. You may opt out at any time and forgo receipt of the reminders.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights, General

Except for information that you specifically provide to us via the Website or the Services or request us to propagate into the Services on your behalf (the “User Data”), all other materials on and associated with the Website, the Services, and their entire contents, features, and functionality (including but not limited to all information, software, databases and data structures, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) (collectively, “Company Materials”) are owned by the Company, its licensors, or other providers of such material and are or may be protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Your ownership rights regarding User Data may be governed by an agreement between you and your employer or the company that you represent, but as between you and us, we acknowledge and agree that MADirect has no ownership rights in the User Data that you provide. We do, however, reserve the right to use those User Data and data derived from User Data for certain purposes as set forth below.

Intellectual Property Rights, Trademarks

The Company name as well as the term “MADirect,” the Company logos and taglines, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Website or visible via the Services are the trademarks of their respective owners.

Intellectual Property Rights, Copyright Infringement

If you believe that any User Contributions (defined below) violate your rights under applicable copyright law, please contact us (https://marketaccessdirect.com/contact-us/) for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

Licenses

These Terms of Use permit you, and we hereby grant you a non-exclusive, non-transferrable, limited right and license, to access and use the Website, the Services, and the Company Materials for your internal business use only and subject to the restrictions and limitations set forth in these Terms of Use (the “License”). Additionally, if you are exercising your rights under the License by accessing the Services or the Website via software that we provided you, then we grant you a non-exclusive, non-transferrable, limited right and license to install and execute one copy of such software, in executable object code format only, solely for your internal business purposes on one mobile device or computer that you own or control; you may only use the software to access the Services or otherwise to store, retrieve, query, serve, and execute content that is owned, licensed, or lawfully obtained by you or provided by us. References to the License include this right and license to the software identified in the immediately preceding sentence, if applicable.

You grant the Company a non-exclusive, perpetual, fully paid-up, world-wide, royalty-free right and license to use the User Data in connection with our provision of the Website and the Services, at our sole discretion, in accordance with the Privacy Policy and applicable law. Specifically, without limiting the foregoing, you acknowledge and agree (i) that the Company may use User Data as submitted by you to modify, update, secure, improve, or supplement the Website, the Services, their features, or the software or algorithms underlying their functionality, (ii) that the Company may employ User Data in an anonymized or de-identified form for any purpose, including providing demographic, geographic, or financial data or other metrics in aggregated form, and (iii) that, while you retain ownership of the User Data that you provide, such User Data may be accessible by the company that you represent, and that it may be shared by that company with others without our, or possibly your, knowledge, depending upon the company’s structure and your relationship with it.

SMS/Text and Other Messages

Our Website and Services may be available on mobile devices or may utilize SMS/iMessage, which may cause you to incur SMS or data charges with your wireless provider. Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the mobile or SMS/iMessage features (as applicable). We disclaim any and all liability for any and all content in messages sent via the SMS/iMessage service available.

In connection with your use of the Website and Services, we may send you service announcements, administrative messages, and other information. You may opt out of our marketing emails by clicking on the “unsubscribe” link in marketing e-mails or texting “Stop” or “Do Not Send” in response to text messages. Please be aware that there may be a brief period before we are able to process your opt-out.

About Software in our Services

You may download software (such as a mobile or desktop app) to use the Services or certain features of the Services, and the Services may enable you to access software running on our (or our vendors’) servers (collectively, “Software”). You agree that we retain the ownership of all rights, title, and interest in and to the Software. Certain Software may update automatically on your device once a new version or feature is available, and you consent to such automatic updating.

We give you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Software to access the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms of Use. You may not copy, modify, distribute, sell, or lease any part of our Services or Software, nor may you reverse engineer or attempt to extract the source code of the Services or Software, unless laws prohibit those restrictions or you have our written permission.

There may be software programs contained within certain Software that have been licensed to us by third parties. The term “Software” as used herein shall refer to this third-party software except where the term “Software” is used in the context of our ownership. The same terms and conditions, including all limitations and restrictions, set forth in these Terms of Use apply to each third-party software program contained in the Software. You acknowledge and agree that any third-party components are owned by their applicable licensors. We do not make any representations or warranties about the operation or availability of such third-party software. Neither we, nor our licensors, shall be liable for any unavailability or removal of such third-party software. We are not responsible for any communications to or from such licensors, or for the collection or use of information by such licensors. You consent to the communications enabled and/or performed by such third-party software, including automatic updating of the third-party software without further notice. You agree that such third-party software licensors are intended third-party beneficiaries under these Terms of Use.

Third-Party Terms

You agree that in addition to these Terms, your use of our mobile app is subject to the usage rules set forth in Apple’s App Store terms of service, if you download our app from the App Store, or in Google’s Play terms of service, if you download the app from Google Play, or any other third party platform, developer or distributor end-user license agreement and/or terms and conditions by which you agree to be bound when you download our mobile app or otherwise access the Services.

Without limiting the generality of the foregoing, if you downloaded our mobile app from Apple, you and MADirect acknowledge and agree to the following: These Terms of Use are between you and MADirect only, and not with Apple Inc. (“Apple”). The mobile app downloaded from Apple may only be used on Apple hardware products. MADirect, not Apple, is solely responsible for the app and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the app. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be MADirect’s sole responsibility. MADirect, not Apple, is responsible for addressing any claims by you or any third party relating to the app or your possession and/or use of the app, including, but not limited to: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the app or your possession and use of the app infringes that third party’s intellectual property rights, Apple will have no responsibility for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 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. Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and upon your acceptance of the terms and conditions of the agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the agreement against you as a third-party beneficiary thereof.

License Limitations

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Company Materials on our Website or accessible via the Services, except as follows:

Your computer may temporarily store copies of such Company Materials in RAM incidental to your accessing and viewing those materials;
You may store files that are automatically cached by your Web browser for display enhancement purposes;
You may print or download one copy of a reasonable number of pages of the Website for your own internal business use and not for further reproduction, publication, or distribution; and
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own internal business use, provided that you agree to be bound by these Terms of Use or the end user license agreement distributed with such applications, if applicable.

You must not:

Modify copies of any Company Materials;
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; and
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of Company Materials.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website, the Services, or the Company Materials in breach of the License or others of these Terms of Use, your right and license to use same will cease immediately and you must, at our option, return or destroy any copies of the Company Materials you have made. No right, title, or interest in or to the Website, the Services, or the Company Materials is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website, the Services, or the Company Materials not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Prohibited Uses

You may use the Website and the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website and the Services:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or the Services, or expose them to liability.

Additionally, you agree not to:

Use the Website or the Services, in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website or the Services, including their ability to engage in real time activities through the Website or the Services;
Use any robot, spider, crawler, or other automatic device, process, or means to access the Website or the Services for any purpose, including monitoring or copying any of the material on the Website or the Services;
Use any manual process to monitor or copy any of the Company Material on the Website or the Services, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent;
Use any device, software, or routine that interferes with the proper working of the Website or the Services;
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website or the Services, the server on which the Website or the Services are stored, or any server, computer, or database connected to the Website or the Services;
Attack the Website or the Services via a denial-of-service attack or a distributed denial-of-service attack; or
Otherwise attempt to interfere with the proper working of the Website or the Services.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set forth below and published or modified by Company from time to time.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and
All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion;
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards (as set forth below), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company;
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; and
Terminate or suspend your access to all or part of the Website or the Services for any reason or for no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards set forth in this section (the “Content Standards”) apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;
Be likely to deceive any person;
Promote any illegal activity, or advocate, promote, or assist any unlawful act;
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Security and Data Privacy

We will implement commercially reasonable and industry accepted efforts to maintain our security systems in such a way as to minimize the threat of unauthorized access to the User Data that you provide via the Services or the Website. Notwithstanding our commercially reasonable efforts, however, you acknowledge that use of the Services and the Website necessarily involves transmission of data over networks that are not owned, operated, or controlled by us, and that we are not responsible for any data that are lost, altered, intercepted, or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of data will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.

Reliance on Information Posted

The information presented on or through the Website or via the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

The Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on the Website or accessible via the Services from time to time, but such content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on the Website is subject to our Privacy Policy. By using the Website or accessing the Services, you consent to all actions taken by us with respect to User Data or any information that you provide about yourself in compliance with these Terms of Use and the Privacy Policy.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Website or via the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the state of New Jersey in the United States. We provide the Website and the Services for use only by persons located in the United States. We make no claims that the Website, the Services, or any content is accessible or appropriate outside of the United States. Access to the Website or the Services may not be legal by certain persons or in certain countries. If you access the Website or the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. You may not use or export or re-export the Company Materials or any content on or accessible through the Website or the Services, or any copy or adaptation, in violation of any applicable laws or regulations, including without limitation, United States export laws and regulations.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website (irrespective of whether those files are accessed via the Services) will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO (I) YOUR USE OF THE WEBSITE OR ANY SERVICES, OR (II) ANY CONTENT OBTAINED THROUGH THE WEBSITE OR (III) DUE TO YOUR DOWNLOADING OF ANY COMPANY MATERIALS, OR DOWNLOADING OF CONTENT FROM ANY THIRD PARTY WEBSITE.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED STRICTLY AND EXCLUSIVELY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, FUNCTIONS OR AVAILABILITY OF THE WEBSITE OR WITH RESPECT TO THE CONTENT ACCESSIBLE VIA THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE, THE SERVICES, OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE HAVE NO LIABILITY WHATSOEVER ARISING FROM USER DATA, USER CONTRIBUTIONS OR ANY THIRD-PARTY CONTENT.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, THE SERVICES, OR ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website or the Services, including, but not limited to, your User Contributions, any use of the Website’s content, the Services, and the Company Materials other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website or the Services.

Governing Law and Jurisdiction

All matters relating to the Website, the Services, and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the state of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the state of New Jersey or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the state of New Jersey, having jurisdiction for Burlington County, New Jersey, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country or jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

Without limiting your waiver and release in the Disclaimers of Warranties Section above, you agree to the following:

Purpose. Any and all Disputes (as defined below) involving you and MADirect will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Arbitration Section (the “Arbitration Provision”) shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms, this Arbitration Provision does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.
Definitions. The term “Dispute” means any claim or controversy related to the Website or the Services, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms of Use or any prior agreement; (3) claims that arise after the expiration or termination of these Terms of Use; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, “Company” means Market Access Direct, LLC and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Website or Services.
Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with American Arbitration Association (“AAA”) by visiting its website (www.adr.org) or calling its toll-free number (1-800-778-7879). You may deliver any required or desired notice to Company by mail to Company.
Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or Company may bring an individual action in a small claims court in the area where you access the Services if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.
Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by AAA pursuant to its Commercial Arbitration Rules (the “AAA Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify Company about your Dispute. You can obtain the AAA Rules from the AAA by visiting its website (www.adr.org) or calling its toll-free number (1-800-778-7879). If there is a conflict between this Arbitration Provision and the rest of these Terms of Use, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the AAA rules, this Arbitration Provision shall govern. If AAA will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the AAA Rules. A single arbitrator will resolve the Dispute. Unless you and Company agree otherwise, any arbitration hearing will take place in New Jersey. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS OR USERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
Arbitration Fees and Costs. If your claim seeks more than $75,000 in the aggregate, the payment of the AAA fees and costs will be governed by the AAA Rules. If your claims seek less than $75,000 in the aggregate, the payment of the AAA fees and costs will be Company’s responsibility. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the AAA’s fees and costs shall be governed by the AAA Rules and you shall reimburse Company for all fees and costs that were your obligation to pay under the AAA Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, Company will pay all fees and costs that it is required by law to pay.
Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. WHETHER IN COURT OR IN ARBITRATION, YOU AND COMPANY AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.
Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE WEBSITE, OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, together with the Content Standards, and the Privacy Policy constitute the sole and entire agreement between you and MADirect regarding the Website and the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

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