This Midcoast Buy Local Website Participation Agreement (“Agreement”) is made by and between Midcoast Federal Credit Union (“We” or “Us”) and you, as a participating local business (“You” or “Participant”) on our website midcoastbuylocal.me (the “Site”). The terms of this Agreement apply to your use of and participation in the Site.
Your use of and participation in the Site (collectively, the “Services”) is governed by this Agreement. By using the Services, you agree to be bound by this Agreement. Any person who uses the Services is a “Participant” and all users are collectively the “Participants”.
We reserve the right to modify or change the terms of this Agreement. Any modification will be effective once posted to the Site. You agree to be bound by any changes to this Agreement when you use the Services after any modification to this Agreement has been posted.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
The Participant acknowledges and agrees that:
A. You are located in Androscoggin, Cumberland, Knox, Lincoln or Sagadahoc County, Maine;
B. You are not part of any franchise or chain;
C. You are organized and validly existing under Maine law;
D. A majority of your individual owners are Maine residents; your owners have full decision making authority and are not subject to approval or other conditions imposed by any third parties;
E. The majority of your locations are within the State of Maine.
By using the Services, you represent to us that (a) all information you submit is true, complete and accurate including but not limited to the information stated above; (b) you are eighteen (18) years of age or older; and (c) your use of the Services does not violate any applicable law or regulation. Your account may be deleted and your use of the Services and Site may be terminated without warning or notification to you, if we believe that you are under eighteen (18) years of age, your use violates any laws or regulations, you engage in any illegal activity, or any information you have provided to us is incorrect, inaccurate or misleading.
A. Access to the Services is on a registration basis. We must agree to your use of the Services and consent to your registration before access is granted.
B. You grant us the right to audit your use of the Services, so as to ensure compliance by you with this Agreement.
C. Any default by you under this Agreement will entitle us to suspend or restrict access to the Site and/or Services, or to terminate this Agreement and delete your registration and remove any of your information and content on the Site.
3. REGISTRATION and PRIVACY
When you register to participate in the Site and utilize the Services, you will also be asked to create a password. You are solely responsible for maintaining the confidentiality of your password. You agree not to use the username or password of any other Participant at any time or disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your password, access to the Site or use of the Services (collectively your “Account”). You are solely responsible for any and all uses of your Account. You agree to accept responsibility for all activities that occur under your Account. You agree to accept liability for harm caused by any wrongful use of the Services resulting from your access or use. We reserve the right to refuse service, terminate accounts, or remove or edit content, for any reason, in our sole discretion without prior notice.
A. Your use of the Services, including any registration process, may involve disclosure to us of your data, which may include sensitive personal data (“Participant Content”). You warrant and represent to us that you have secured all consents and permissions, and have taken all actions necessary, as may be required by applicable law for the purposes of disclosure to us and subsequent use by us of any such data relating to third parties in the provision of the Services.
B. You agree to our limited use of your Participant Content for promotional and advertising purposes.
4. USE OF SERVICE, LIMITED LICENSE
A. We grant you a limited, revocable, non-exclusive, non-assignable, non-transferable, non sub-licensable license for the duration of this Agreement to use the Services solely and strictly for your own business purposes.
B. You agree not to access (or attempt to access) any part of the Services by any means other than through the interface that is provided by us.
C. Unauthorized use of your Account, the Site or the Services is prohibited. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site or the Services, nor may you use any network monitoring or discovery software to determine the site architecture, or extract information about usage, users or other Participants. You may not use any robot, spider, other automatic device, or manual process to monitor or copy our Site, its content or source code.
D. You agree that you will not engage in any activity that interferes with or disrupts the Services, the servers and networks which are connected to the Services, or use of the Services by other Participants.
E. In order to enhance Participant experience, you agree that we may change the structure, content and nature of the Services at any time without notice to you. In particular, you agree that:
i. we may cease providing any or all of the Services to you;
ii. if we (in our sole discretion) determine that your bandwidth usage or data storage exceeds your allotted level, we may control your use of the Site by reducing or preventing your access.
F. We may choose to update the Services. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Services. You agree that we may automatically deliver such updates to you as part of the Services and you will receive and install them as required.
G. We will maintain the Services at a reputable third party Internet Service Provider (“ISP”), hosting and cloud storage facility, to be subject to commercially reasonable security precautions to prevent unauthorized access to the Services and Participant Content. You acknowledge that, notwithstanding such security precautions, 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 Participant Content. Accordingly, and notwithstanding any other provision of this Agreement, we cannot and do not guarantee, and will not be liable in any way to you or any other party for the privacy, security, loss or authenticity of any information transmitted over the internet (including any Participant Content).
H. You represent and warrant to us that any and all information provided by you is true, accurate and complete. You undertake to notify us promptly of any changes to such information. You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorized to use. We reserve the right to decline any application from you to register as a Participant in our sole discretion and/or to suspend your use of the Services where we in our sole discretion believe that you are in breach of any provision of this Agreement.
I. If you become aware of any unauthorized use of your password or of your Account, you agree to notify us immediately at firstname.lastname@example.org.
J. International Users
i. Our Site and/or Services are hosted in the United States. If you utilize our Site and/or Services from the European Union or Switzerland, or any other region with laws governing data collection and use that may differ from U.S. law, please note that you are transferring your data outside of those jurisdictions to the United States. The United States does not have the same data protection laws as the European Union, Switzerland and other regions. By providing information under this Agreement, you consent to the use of your information in accordance with this Agreement and the transfer of your information to the United States.
ii. We are committed to complying with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries and Switzerland. We are committed to adhere to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement.
5. PARTICIPANT CONTENT
A. We do not claim any ownership rights and you agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) the text, files, images, including but not limited to photos, video, sounds, musical works, works of authorship, or any other or similar materials that you create, upload, download, transmit, store, post, email, display or link to while using the Services (including any and all Participant Content) and for the consequences of your actions (including any loss or damage which we may suffer) by doing so. We do not control the Participant Content used in the Services, nor do we guarantee the accuracy, integrity or quality of any Participant Content. We will not correct, modify, proofread or otherwise edit any Participant Content.
B. You represent and warrant that:
i. you have the lawful right to reproduce and distribute the Participant Content;
ii. the uploading, downloading, posting, emailing or transmission by any person or by any other means of the Participant Content will not constitute or encourage a criminal offense, violate the rights of any party or otherwise create any liability or violate any local, state, national or international law;
iii. the Participant Content submitted by you will not be unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libelous, tortious, hateful, or racially, ethnically or otherwise objectionable, or invasive of another’s rights including rights of celebrity, privacy and intellectual property;
iv. the Participant Content submitted by you will not breach local, federal or international data protection or intellectual property laws, nor infringe the intellectual property rights or other statutory rights of any third party; and
v. You will tag uploaded photos and other materials with descriptions for the benefit of consumer readers with disabilities and/or accessibility issues
C. You acknowledge and agree that you are solely responsible for any third party content in your Participant Content and for the use of the Participant Content, including on our Site and through the Services, that we reserve the right to remove such content or your Participant Content if required by third parties and that we are not responsible or liable in any way for any Participant Content provided by you or others and have no duty to moderate such Participant Content. However, we reserve the right at all times to determine whether Participant Content is appropriate and in compliance with this Agreement, and may move, modify and/or remove such Content at any time, without prior notice and in our sole discretion, if such Content is determined by us in our sole discretion to be in non-compliance with this Agreement or notified to us as objectionable by a third party.
You will indemnify and hold us harmless, without limitation and upon demand, against any claims, proceedings, actions, costs, damages, expenses, liability, losses and demands (including legal expenses) that may be incurred by us, whether directly or indirectly, arising from: (a) any Participant Content you submit, post, transmit, or otherwise make available through the Services; (b) your use of the Site or the Services; (c) any breach by you of this Agreement; or (d) infringement by you or your Participant Content of third party intellectual property rights. You also agree to indemnify us for any loss, damages or costs, including reasonable attorney’s fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.
7. NO ERROR or BUG FREE PERFORMANCE
We cannot and do not guarantee error-free performance under this Agreement. We will make reasonable efforts take prompt corrective action when we learn of any of any Service, software or application bugs, errors and performance issues.
8. LINKS TO OTHER SITES, THIRD PARTY SERVICES, NEWSLETTERS and FORUMS
The Site contains links to web sites not operated or maintained by us, including but not limited to the websites of Participants. These links are provided solely as a convenience to you and not as an endorsement by us of the contents of such third party web sites. The Site might also include forums, contests, products, services, newsletters, pools and communications and may contain links to content provided by third-parties. We are not responsible for the content of the sites of others and make no representation regarding the content or accuracy of materials on such sites. If you decide to access the content or participate in any forum, contest, product review, service, newsletter, pool and communication, you do so at your own risk, and waive any and all claims against us. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, off-Site pages or any other websites linked to or from the Site, nor do we assume any such responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy statements and terms and conditions. You should carefully review the terms and conditions and privacy policies of all off-Site pages and other websites that you visit.
9. LINKS TO THE SITE
You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Site. A website that links to our Site (1) may link to, but not replicate, our content; (2) may not imply that we are endorsing such website or its services or products; (3) may not misrepresent its relationship with us; (4) may not contain content that may be construed as distasteful, obscene, offensive or controversial, and may contain only content appropriate for all ages; (5) may not portray us or our products or services in a false, misleading, derogatory or otherwise offensive or objectionable manner, or associate us with undesirable products, services or opinions; (6) may not use any trademark of ours; and (7) may not link to any page of the Site other than the homepage. We may, in our sole discretion, request that you remove any link to the Site, and upon receipt of such request, you will immediately remove such link.
We welcome inquiries or feedback on the Services; however it is our policy to decline unsolicited suggestions and ideas. Notwithstanding our policy with regard to unsolicited suggestions and ideas, any inquiries, feedback, suggestions, ideas or other information you provide to us (collectively the “Submissions”) will be treated as nonproprietary and nonconfidential. By transmitting or posting any Submission, you hereby grant us a nonexclusive, royalty-free, perpetual, transferable, irrevocable, worldwide and fully sublicenseable right to use, reproduce, modify, adapt, publish, sell, assign, translate, create derivative works from, distribute and display any Submission in any form, media, or technology, whether now know or hereinafter developed, alone or as part of other works. You also acknowledge that your Submission may not be returned and we may use your Submission, and any ideas, concepts or know-how contained therein, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products or Services.
If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam”. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from your claims to any rights in any Submission.
11. OUR REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY
The Site is presented “as is”. We make no representations or warranties of any kind whatsoever, express or implied, in connection with this Agreement, the Site or the Services, including but not limited to warranties of merchantability, non-infringement or fitness for a particular purpose.
You agree that we will not be responsible or liable, under any circumstances, for any: (1) interruption of business; (2) access delays or access interruptions to the Site; (3) data nondelivery, misdelivery, corruption, destruction or other modification; (4) loss or damages of any sort incurred as a result of dealings with or the presence of off-website links on the Site; (5) computer viruses, system failure or malfunction that may occur in connection with your use of the Site, including during hyperlink to or from third-party websites; or (6) events beyond our control.
Further, to the maximum extent permitted by law, we will not be liable for any indirect, special, incidental, or consequential damages of any kind (including lost profits) related to the Site or the Services regardless of the form of action, whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages. In no event shall our maximum aggregate liability under this Agreement exceed one hundred dollars ($100).
12. DISPUTE RESOLUTION, LAW AND JURISDICTION
This Agreement shall be interpreted, construed and governed by the laws of the State of Maine, without reference to its laws relating to conflicts of law. Any dispute, controversy or claim arising out of or relating to these terms and conditions, or the breach thereof, shall be settled by arbitration as set forth below.
A. If the parties agree, arbitration conducted before a single arbitrator selected jointly by the parties. The parties agree to follow the procedures established by the arbitrator and that the arbitration shall be conducted pursuant to the Maine Uniform Arbitration Act.
B. If the parties do not agree to proceed under section (a) above, then arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall take place before a single AAA arbitrator in Maine. If the parties are unable to agree upon a mutually acceptable arbitrator within ten (10) days from the date of the Arbitration Notice, each party will submit a list of three potential arbitrators to the AAA at its office in or closest to Freeport, Maine, which arbitrators must be AAA arbitrators, and AAA will appoint the arbitrator from the list(s) received.
C. The arbitrator shall be entitled to grant any relief permitted by law or equity, including injunctive relief. The award rendered by an arbitration proceeding shall be final and binding and judgment may be entered upon the award in accordance with applicable law in any court having jurisdiction over the applicable party.
D. All fees and expenses of the arbitration relating to the arbitrator, including the costs of secretarial or other assistance, rental of space and other direct expenses (as determined by the arbitrator), will be paid by the parties in equal shares (the “Direct Arbitration Costs”). Other fees and expenses of the arbitration (including attorneys or other experts) will be paid by the party incurring them, provided, however, the party prevailing on substantially all of its claims shall be entitled to petition the arbitrator for recovery of such fees and expenses together with its share of the Direct Arbitration Costs from the other party.
E. Each party understands that neither party will be able to bring a lawsuit concerning any dispute, controversy or claim arising out of or relating to these terms and conditions, except in connection with the enforcement of the decision of the arbitrator pursuant to this provision.