As used in this Agreement, “you” or “User” means both (a) the individual now using the Hub, or (b) if applicable, your company, nonprofit, organization or other business or governmental entity. You and your entity, if any, are jointly and severally liable for your obligations under this Agreement.
PURPOSE OF THE HUB
The Company provides the Hub to facilitate the electronic transfer of documents between you and the Company as well to provide ongoing access to certain documents (some of which may be confidential), either created or maintained by the Company. The Company has sole discretion to decide those types of documents can be uploaded or viewed by you on the Hub.
SERVICE AVAILABILITY, TERM, AND TERMINATION
The Company will use its best efforts to provide 24 hour daily availability of the Hub. However, the Company makes no representation or warranty that 24 hour service will be available. You agree and acknowledge that the Hub may, at times, be unavailable due to regularly scheduled maintenance, service upgrades, or other mechanical or electronic failures. The Company shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Hub. The Company is not responsible for any problems or technical malfunctions of any telephone or fiber network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of any e-mail to be received by the Company on account of technical problems or traffic congestion on the Internet or at any website, or any combination thereof, including any injury or damage to your computer or peripherals related to downloading any materials in from the Hub.
This Agreement and the Services contemplated by it may be terminated, in whole or in part, by the Company at any time, without any notice or liability.
Using the Hub and its related services requires the use of a user name and password. The confidentiality of the user name, password and account itself are your responsibility. Any activities that occur under users’ accounts are their responsibility. You agree to notify the Company immediately of any unauthorized use of accounts or any other breach of security. The use of another person’s username and password is expressly prohibited.
You acknowledge that the use of username and password is an adequate form of security. You are solely responsible for (1) authorizing, monitoring, controlling access to and maintaining strict confidentiality of your user name and password, (2) not allowing another person to use your username or password, (3) any changes or damage that may be incurred as a result of your neglect to maintain the strict confidentiality of your username and password, and (4) promptly informing the Company in writing of any need to deactivate a username due to security concerns or otherwise.
The Company is not liable for any harm related to the misuse or theft of usernames or passwords, disclosure of usernames or passwords, or your authorization to allow another person or entity to access and use the Hub using your username or password. You shall immediately notify the Company of any unauthorized use of your username or password and any breach of confidentiality. Until the Company receives this notification from you, you will be held liable for any harm ensuing from the use of your username on the Company’s Hub.
The Company will use its best efforts to make the Hub secure from unauthorized access. However, you recognize that no completely secure system for electronic data transfer has yet been devised. THE COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE HUB AND SHALL NEVER BE LIABLE FOR ANY CLAIMED ACTUAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF THE HUB.
PROHIBITED USE AND ACTIVITY
You are prohibited from using the Hub to damage, disable, overburden the Company’s servers or network, impair the Hub or its functionality in any way, or interfere with any other party’s use of the Hub. Hacking, password mining, or any other means to gain unauthorized access to the Hub, user accounts, computers, or network is prohibited. Posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law is also prohibited. The Company will fully cooperate with any law enforcement authorities or court order requesting or directing this firm to disclose the identity of anyone posting any such information and materials.
Digital Millennium Copyright Act.
The Company will respond to any allegations of copyright violations under the Digital Millennium Copyright Act (“DMCA”). Below you will find our policies and takedown notices as required by the DMCA. The following applies to any and all copyright/trademark and owners of intellectual property interested in utilizing this procedure, as well as service users interested in restoring access to material mistakenly taken down.
The Company will follow the procedures provided in the DMCA to properly enforce rights of copyright holders. When a proper DMCA notification is received by the designated DMCA Agent, or an administrator becomes otherwise aware that copyright rights are infringed, we will remove or disable access to infringing materials as soon as possible. The Company will not necessarily send a confirmation regarding the removal/disabling.
If you are a copyright owner or an agent thereof and believe that any content on the Hub infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Agent. The Company’s designated Copyright Agent to receive notifications of claimed infringement may be contacted through firstname.lastname@example.org. Any other feedback, comments, reports of abuse, requests for technical support, and other communications should be directed to email@example.com. You acknowledge that if you fail to comply with all of the requirements of this Section your DMCA notice may not be valid.
Counter-Notice. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content, you may send a counter-notice containing the following information to the Copyright Agent:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of Oakland County, Michigan, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, the Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at the Company’s sole discretion.
The Company will act on all abuse reports and confront offending users. Users found to be guilty of our user agreement or any infringement will either receive a warning or be removed from the Hub, with sole discretion as to handling of the infraction remaining with the Company.
JURISDICTION, VENUE, AND AGREEMENT TO ARBITRATE
NO RELATIONSHIP CREATED
YOU AGREE THAT YOUR USE OF THE HUB SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE HUB AND YOUR USE THEREOF. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE HUB’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE HUB AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE HUB, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE HUB, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE HUB BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DOCUMENT OR FILE TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE HUB.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ATTORNEYS, OWNERS, OPERATORS, AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS INSURERS, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE HUB CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE HUB, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE HUB, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE HUB BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE HUB, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE STATE OF MICHIGAN. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE FOR ANY VIOLATION OF THIS AGREEMENT OR ANY DAMAGES DIRECTLY OR INDIRECTLY SUFFERED BY YOU.
Morpace complies with the U.S. – E.U. 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. Morpace has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access and enforcement. To learn more about the Safe Harbor program, and to view Morpace’s certification, please visit http://www.export.gov/safeharbor.