Effective Date: May 25, 2018
Welcome to the National Association of Wholesaler-Distributors’ (the “Company,” “we,” or “us”) Terms and Conditions for www.mdm.com and it’s subsidiary sites (collectively the “Sites”).
THESE TERMS AND CONDITIONS OF SERVICE, AS MAY BE MODIFIED OR AMENDED FROM TIME TO TIME (“TERMS”) ARE A BINDING CONTRACT BETWEEN THE COMPANY AND YOU.
BEFORE USING THE SITES, PLEASE READ THESE TERMS RELATING TO YOUR USE OF THE SITES CAREFULLY. BY USING THE SITES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING BUT NOT LIMITED TO THE PRIVACY POLICY AND COOKIES STATEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SITES, IN WHICH CASE YOU SHOULD IMMEDIATELY EXIT AND CEASE USING THE SITES. WE MAKE THE SITES AVAILABLE TO YOU CONDITIONED UPON YOUR ACCEPTANCE, WITHOUT MODIFICATION, OF THESE TERMS AND CONDITIONS.
Contents
Member Account; Password; Security
Exclusion of Damages; Limitation of Liability
Dealings with Merchants; Links
Notices and Contact Information
Minimum Age Requirement
You must be at least 18 years old to use the Sites. We may from time to time impose other conditions on usage of the Sites. We will notify you, if and when, these changes occur.
Modifications to Terms
You agree that from time to time we may, at our sole discretion, modify, add or remove any or all parts of these Terms and the Privacy Policy. Such modifications will be effective immediately upon posting of the modified Terms to the Sites. Your continued use of the Sites following the posting of changes to these Terms will mean that you accept those changes. To update the Terms, we will post both the changed version and its effective date on the Sites. It is your responsibility to check back regularly to review these Terms and any updates thereto. In addition, when using services, you are subject to any posted guidelines or rules applicable to such services that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms.
Modification of Sites
You may use the Sites only when and as available. Unless explicitly stated otherwise, any new features that augment or enhance the Sites, shall be subject to these Terms. We reserve the right from time to time to temporarily or permanently modify or discontinue, and restrict or block access to, the Sites (or any part thereof) without notice. We will not be liable to you or any third-party for any such modification, suspension, or discontinuance.
Registration
You agree to provide accurate, current and complete information when you create an account at mdm.com (“Account”) and when using the Sites. You also agree that you will review, maintain, correct, and update such information in a timely manner to maintain its accuracy and completeness. If you provide any information that is inaccurate, not current, or incomplete or we have reasonable ground to suspect that such information is inaccurate, not current, or incomplete, we have the right without liability to suspend or terminate your Account and refuse any and all current or future use of the Sites (or any portion thereof).
Member Account; Password; Security
You agree to safeguard your user name and password, and you authorize us to accept any use of the Sites through your Account as being used by you or someone authorized to act for you. You agree to be liable for any transactions associated with your Account. You agree that we can rely upon the contact and other information that is supplied to us using your Account and that we will rely upon such information. You agree to (a) immediately notify us of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. You agree and acknowledge that your Account is non-transferable and non-assignable. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
Privacy Policy
For more information, please see Our Privacy Policy, which is a part of and incorporated into these Terms. Click here for Privacy Policy.
Prohibited Conduct
You agree not to do, or attempt to do, any of the following: (a) access or use the Sites in any way that violates or is not in full compliance with any applicable local, state, national or international law, regulation, or statute, contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (by us), or other than in full compliance with these Terms; (b) access, tamper with, or use the Sites in a manner not authorized; (c) “stalk” or otherwise harass another user of the Sites; (d) alter information obtained from or available through the Sites; (e) use any robot, spider, scraper or other automated means of interface not provided by us to access the Sites; (f) extract data or gather or use information available through the Sites through any means not intentionally made available or provided for through the Sites; (g) transmit any unsolicited advertising, “junk mail,” “spam,” or “chain letters;” (h) impersonate or misrepresent your affiliation with any person or entity; (i) reverse engineer any aspect of the Sites or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Sites; (j) send to or otherwise impact us or the Sites (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, “spyware,” “adware,” or other code that could adversely impact the Sites or any recipient; (k) interfere with or disrupt the Sites or server or network connected to the Sites, take any action that might impose a significant burden (as determined by us) on the Sites’ infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Sites; or (l) use the Sites in any manner that is inconsistent with the purposes or objectives of the Sites, as determined in good faith by us.
Indemnification
As a condition of your access to and use of the Sites, you agree to hold us, our directors, officers, employees, agents, representatives, subsidiaries, affiliates, successors, and assigns, advertisers, partners, co-branders and sub-licensees and each of their respective directors, officers, employees, agents, representatives, subsidiaries, affiliates, successors and assigns, harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including but not limited to attorney fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of the Sites and the content therein; (ii) your violation of these Terms, the Privacy Policy, any applicable law or the rights of another person or party; (iii) any dispute you have or claim to have with one or more users of the Sites; (iv) our resolution (if any) of any dispute you have or claim to have with one or more users of the Sites; (v) your improper authorization for us to collect, use, or disclose any data or content provided by you; and (vi) any disclosures made with your permission (including, without limitation, your consent that we disclose your personal information and other information collected as set forth in our Privacy Policy). Furthermore, you fully understand and agree that: (a) we will have the right but not the obligation to resolve disputes between users relating to the Sites and our resolution of a dispute does not create an obligation to resolve any other dispute; and (b) our resolution of a dispute will be final with respect to the Sites.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
THE SITES, AND THE INFORMATION AND CONTENT AVAILABLE THROUGH THE SITES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE AS TO THE OPERATION OF THE SITES OR THE INFORMATION OR CONTENT AVAILABLE THROUGH THE SITE.
WE MAKE NO WARRANTY THAT (i) THE SITES WILL MEET YOUR REQUIREMENTS, (ii) THE SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Exclusion of Damages, Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT WE and our directors, officers, employees, agents, representatives, subsidiaries, affiliates, successors, and assigns, advertisers, partners, co-branders and sub-licensees and each of their respective directors, officers, employees, agents, representatives, subsidiaries, affiliates, successors and assigns, WILL NOT BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO THE SITES OR THE INFORMATION OR CONTENT ON THE SITES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL OUR AGGREGATE LIABILITY OR THE AGGREGATE LIABILITY OF our directors, officers, employees, agents, representatives, subsidiaries, affiliates, successors, and assigns, advertisers, partners, co-branders and sub-licensees and each of their respective directors, officers, employees, agents, representatives, subsidiaries, affiliates, successors and assigns TO YOU EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO US.
Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
No Resale of Sites/Content
Unless otherwise specified, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the Sites, information and content found in the Sites, use of the Sites, or access to the Sites.
Use and Storage
You acknowledge that we may establish general practices and limits concerning use of the Sites. You agree that we have no responsibility or liability for the deletion or failure to store any information or content maintained or transmitted by the Sites. You acknowledge that we reserve the right to log off accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
Termination
You agree that we may, at any time and at our sole discretion, with or without cause or any notice to you, terminate these Terms, your access to the Sites, and/or your Account, or suspend or block your access to the Sites. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Sites and out services may be referred to appropriate law enforcement authorities. If your Account is terminated, you may no longer have access to the copies of material or other information or content available through the Sites. We may also in our sole discretion and at any time discontinue providing the Sites, or any part thereof, with or without notice. You agree that any termination of your access to the Sites under any provision of these Terms may be done without prior notice and acknowledge and agree that we may immediately deactivate or delete your Account and all related information. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to the Sites. The provisions entitled “Indemnification,” “Disclaimer of Warranties,” “Exclusion of Damages; Limitation of Liability,” and “Additional Terms” and the Privacy Policy will survive termination of these Terms. For the avoidance of doubt, our license rights to content will survive any termination of these Terms and will not be limited, restricted, reduced or otherwise negatively affected by any termination or other action described in this paragraph.
Dealings with Merchants; Links
Advertisements, offers, or links to other websites and resources of third-parties that we do not control may be found on or through the Sites. Such advertisements and information may or may not be or remain wholly accurate. You acknowledge and agree that we are not responsible or liable for (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products or services on or available from such sites or resources. The inclusion of any link through the Sites does not imply that we endorse the linked site. You use the links at your own risk. Our Privacy Policy is applicable only when you are using the Sites. Once you choose to link to another website, you should read and understand that website’s privacy policy before disclosing any personal information.
Your correspondence or business dealings with, or participation in promotions of, third-party merchants or advertisers that are found on or through the Sites or which provide links on or through the Sites, including, for example, “click to purchase” and other similar programs, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such merchant or advertiser. You waive any claim against us, our directors, officers, employees, agents, representatives, subsidiaries, affiliates, successors, and assigns, and agree to hold us our directors, officers, employees, agents, representatives, subsidiaries, affiliates, successors, and assigns harmless from any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such merchants or advertisers on or through the Sites.
Proprietary Rights
You acknowledge and agree that the Sites, including the information and content found in the Sites, contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Sites or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by us or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Sites, including the information and content found in the Sites.
You agree not to access the Sites by any means other than through the interface that is provided by us for use in accessing the Sites. Any rights not expressly granted herein are reserved.
Trademark Information
Modern Distribution Management, MDM, Gale Media and their logos and product and service names are trademarks of Gale Media, Inc. (the “Marks”). Without our prior permission as applicable, you agree not to display or use the Marks in any manner whatsoever.
Notices and Contact Information
Except as otherwise provided in these Terms, we will give you any notices by posting them on the Sites. You agree to check the Sites for notices, and that you will be considered to have received a notice when it is made available to you by posting on the Sites. You authorize us to provide notice (including without limitation notice of subpoenas or other legal process, if any) to any email or other address that you provide during registration. You agree to keep your address current and that notice provided by us to the address that you have most recently provided will constitute effective notice. We receive many emails and not all our employees are trained to deal with every kind of communication, so you agree to send us any notice by mailing it to National Association of Wholesaler-Distributors, 1325 G St NW Suite #1000, Washington DC, 20005. If you would like more information or have a complaint about our Sites, please contact us at: info@mdm.com.
Additional Terms
- Agreement to Conduct Transactions Electronically. You agree that all your transactions with or through the Sites may, at our option, be conducted electronically from start to finish. If we decide to proceed non-electronically, those transactions will still be governed by the remainder of these Terms unless you enter into different terms on a form provided by us. If the law allows you to withdraw this consent or if we are ever required to deal with you non-electronically, we reserve the right to charge or increase fees and you agree to print or make an electronic copy of the Terms and any other contract or disclosure that we are required to provide to you.
- Compliance with Laws. You are responsible for compliance with applicable local laws, keeping in mind that access to the Sites by certain persons or in certain countries may not be legal.
- No Agency; No Third-Party Beneficiary. No agency, partnership, joint venture, employee-employer, lessor-lessee, or franchisor-franchisee relationship is intended or created by these Terms. Neither you nor we intend that any third-party will be a beneficiary of or entitled to rely on any part of these Terms.
- Severance. If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible.
- No Assignment. These Terms are personal to you and you may not transfer, assign or delegate these Terms to anyone without our express written permission. Any attempt by you to assign, transfer or delegate these Terms without our express written permission will be null and void. We shall have the right to transfer, assign and/or delegate these Terms to one or more third-parties without your permission.
- Export Limitations. The Site is controlled and operated by us from offices within the United States of America (“USA”). You are responsible for compliance with applicable local laws. You may not use or export anything from the Sites in violation of U.S. export laws and regulations, other applicable laws or regulations, or the Terms.
- Choice of Law and Venue. These Terms and all performances and claims of every nature (including without limitation, contract, tort and strict liability) relating in any way to any aspect of the Sited will be governed by the laws of the State of Colorado, USA, without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction. You agree to submit to the personal and exclusive jurisdiction of the Boulder County District Court, State of Colorado, USA.
- Limitations on Actions. Any action concerning any dispute you may have with respect to the Sites must be commenced within one year after the dispute arises, or the cause of action is barred.
- Paragraph Headings. The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect.
- Entire Agreement. These Terms (including terms incorporated into them (e.g., the Privacy Policy), as well as any additional terms or conditions contained on the Site for particular activities, and disclosures provided by us and consents provided by you on the Sites comprise the entire agreement (the “Entire Agreement”) between you and us with respect to the use of the Sites and supersedes all prior agreements between the parties regarding the subject matter contained herein, and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement.
- No Waiver. Our failure to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or our right to act with respect to subsequent or similar breaches. We suggest that you print out a copy of these Terms for your records.
