Terms of Service
Last Updated: March 3, 2021
- Uses and Restrictions.
Subject to full compliance with the Terms, MLD, a Texas limited liability company, hereby grants user a limited, personal, non-sublicenseable, non-transferable, nonexclusive, revocable license to access the Website for the express purposes that meet all the requirements and conditions set forth in the Terms. MLD may terminate this license at any time. The following uses and restrictions apply to the use of the Website:
- User shall comply with the Website’s, the terms of which are hereby incorporated by reference as if set forth herein verbatim, and other MLD policies as incorporated in such agreements and policies by reference, as those agreements and policies may be changed from time to time. In the event of a conflict between the terms and conditions of the agreement as set forth in the Terms and any of the other agreements or policies incorporated herein, the terms and conditions of such agreements or policies, as applicable, shall govern but only to the extent of the conflict.
- The Website is owned by MLD and operated by MLD. MLD, its subsidiaries, D/B/As, employees, affiliates, directors, officers, agents, officers, contractors, directors, members, and owners (collectively “MLD Affiliates”). All materials distributed in the Website, including the Content, are either owned by or licensed to MLD (“Materials”). MLD, along with their licensors, retain all proprietary rights to the Materials and Content. Except for downloading one copy of the Materials and/or Content on any single computer for user’s personal, non-commercial home use, user must not reproduce, prepare derivative works based upon, distribute, perform or display the Materials and/or Content without first obtaining the written permission of MLD. Materials must not be used in any unauthorized manner.
- All right, title, and interest in and to the Website are and will remain the exclusive property of MLD and its licensors. The Website is protected by copyright, trademark, and other laws of the United States and foreign countries. Nothing in this Agreement gives user a right to use the MLD name or any MLD trademarks, logos, domain names, or other distinctive brand features, or those of any MLD licensor. Any feedback, comments, or suggestions user may provide regarding MLD or the Website are entirely voluntary, and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to user.
- If user sets up an account with MLD, user agrees to provide contact details that can be used to contact user in relation to user’s use of the Website, user’s orders, and relating to the products of the services offered by MLD. It is important that the details user provides MLD are correct, accurate and complete and that user promptly updates his/her account if any such information changes. MLD WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED TO USER AS A RESULT OF A FAILURE OR OMISSION BY USER TO PROVIDE ACCURATE AND SUITABLE CONTACT DETAILS.
- In order to use the services and purchase products, user must set up an account with MLD by creating a username and password. User is responsible for safeguarding any password that he/she may use to access the Website and for any activities occurring or actions taken under user’s password. MLD encourages user to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with user’s account. MLD will not be liable for any loss or damage arising from user’s failure to comply with these recommendations. By connecting to MLD with a third-party service, user gives MLD permission to access and user’s information from that service as permitted by that service, and to store user’s log-in credentials and other data received from that service. By providing MLD with user’s email address user’s consent to our using the email address to send user Website-related notices, including any notices required by law, in lieu of communication by postal mail.
- User is responsible for: (i) all transactions or activities carried out using user’s account and password; and (ii) ensuring that when user accesses the account that the system user uses to access the account is secure, is not left unattended unless user has fully exited the account and that user’s password is not retrievable from the system by others.
- User is responsible for notifying MLD if user knows or suspects that user’s account or password might be known to a third-party. MLD will not be liable for any loss or damage that user may suffer as a result of user’s failure or omission to do so. MLD will have no liability to you or to any third-party if any communication by MLD to user, using contact information provided by user or via user’s account, is seen, received or accessible by any third-party.
- By using the Website, user acknowledges that the transmission of data over the internet can never be completely secure and user accepts the risk that others may be able to read or intercept any information, text, graphics user submits or sends to or through the Website. This includes transmissions that are identified as secure or encrypted, and may include the information associated with tests performed by MLD and submitted by user.
- User shall not do any of the following while accessing or using the Website: (i) use the Website for any unlawful purposes or for promotion of illegal activities; (ii) post any Content or use the Website in violation of any applicable law (including intellectual property laws, right of privacy or publicity laws, pornography laws, penal laws, and any laws of a non-U.S. jurisdiction applicable to user), or any contractual or other legal obligation; (iii) post Content that is hateful, abusive, threatening, profane, or that user knows to be incorrect, misleading, or deceptive; (iv) publish or post other people’s private or personally identifiable information without their express authorization; (v) publish or link to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy; (vi) access or tamper with non-public areas of the Website, MLD’s computer systems, or the technical delivery systems of MLD’s providers; (vii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (viii) access or search or attempt to access or search the Website by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by MLD, unless user has been specifically allowed to do so in a separate agreement with MLD; or (ix) interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Website.
- MLD may investigate and/or suspend user’s account or access to the Website if user violates any of the above policies. MLD reserves the right to immediately terminate user’s account or access to the Website without further notice in the event that, in its judgment, user violates this Agreement.
- By submitting, posting or displaying Content on or through the Website, user grants, and user represents and warrants that user has a right to grant, to MLD a worldwide, non-exclusive, perpetual, royalty-free license (with the right to sublicense) to use, reproduce, adapt, modify, publish, transmit, perform, display, distribute, and make derivative works of such Content in any and all media or distribution methods (now known or later developed). User agrees that this license includes the right for MLD to make user’s Content available to others for the publication, distribution, syndication, or broadcast of such Content on other media and services.
- User’s content may be able to be viewed by other users of the Website and through third-party services and websites. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Website. MLD does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any third-party Content or communications posted via the Website nor does MLD endorse any opinions expressed by third-parties via the Website. Any use of or reliance on any Content or materials posted via the Website or obtained by user through the Website is at user’s risk. User understands that by using the Website, user may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or postings that have been mislabeled or are otherwise deceptive. Under no circumstances will MLD be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Website or broadcast elsewhere.
- The Website may include advertisements and links and pointers to other websites and resources, which may be targeted to the Content or information on the Website, or other information. In consideration for MLD granting user access to and use of the Website, user agrees that MLD and MLD Affiliates may place such advertising on the Website or in connection with the display of Content or information from the Website whether submitted by user or others. MLD is not responsible for the availability of third-party resources or their contents. Any concerns regarding an external link shall be directed to that website’s site administrator.
- The Website may offer user opportunities to vote in connection with certain events including and also to enter contests and sweepstakes. By participating in any such event, user signifies his/her agreement to all special terms set forth on the Website applicable to the event as well as the terms of these Terms.
- The Website may offer opportunities for user to transmit messages in connection with various features which may include email, blogs, chats and message boards (“Message Board”). User shall use Message Board in a responsible manner, and is solely responsible for any content user transmits. User shall not transmit any message (“Message”) in connection with any Message Board that: (i) imposes an unreasonable or disproportionately large load on the Website’s infrastructure, or otherwise adversely affects, restricts or inhibits any other user from using and enjoying the Website; (ii) is threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; (iv) violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contains a virus or other harmful component; (vi) contains any information, software or other material of a commercial nature; (vii) contains advertising, promotions or commercial solicitations of any kind; (viii) constitutes or contains false or misleading indications of origin or statements of fact; (ix) contains material irrelevant to the subject matter of the Message Feature; or (x) contains any virus, trojan horse, worm, time bomb, cancelbot or other similar harmful or deleterious programming routine. In order to participate in any Message Board, user may be asked to register by providing certain personal information such as user’s name and/or email address. User may also be asked select a screen name (“Screen Name”) for identification purposes. User must not use any Screen Name that violates any term of subsections (i)-(x) above, or any other operating term set forth by MLD. By transmitting any Message or Screen Name, user is granting MLD and MLD Affiliates a perpetual, royalty-free, non-exclusive, and irrevocable right and license to reproduce, prepare derivative works based upon, distribute, perform or display such Message or Screen Name, in whole or in part, in any form, media or technology known or hereafter developed. MLD is acting as a passive conduit in connection with user’s use of Message Board. MLD and their vendors have the right, but not the obligation, to review, edit or delete any Message or Screen Name transmitted by user that they believe may create a liability for them, and also to deny access to any Message Board. Display of any Message or Screen Name in any Message Board does not constitute its approval or endorsement by MLD or their vendors. User acknowledges that Messages and Screen Names are not confidential and they may be read, intercepted by others and widely accessible on the World Wide Web. User acknowledges that by submitting Messages to this Website, no confidential, fiduciary, contractually implied or other relationship is created between user and MLD and their vendors other than as expressly set forth in this Agreement.
- MLD may, without prior notice, change the Website; stop providing the Website or features of the Website to user and/or all other users in general; or create usage limits for the Website. MLD further reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Website and to terminate user’s access.
- When user accesses the Website, user confirms: (i) that user is 18 years of age or older, (ii) resident in a country from where we will accept samples (samples include saliva, blood, urine, or stool provided or collected in accordance with the products offered by MLD) and user is accessing the Website from an IP address in one of those countries, (iii) that user is using the Website in his/her own name and not on behalf of anyone else; (iv) that user will not allow any other person to use the Website under his/her name, nor will user use the website and pretend user is someone else, or otherwise seek to disguise user’s identity; and (v) that user is only using the Website, MLD’s products and the services for user’s own benefit and not for the purposes of providing services to others. If user provides any information that is untrue, inaccurate, non-current or incomplete, or MLD has reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, in addition to any other rights we may have, MLD may terminate or refuse any and all current or future access or use of the Website (or any portion thereof).
ALL RIGHTS NOT EXPRESSLY GRANTED IN THE TERMS ARE HEREBY RESERVED BY MLD AND ITS LICENSORS. ALL RIGHTS GRANTED HEREIN ARE WITHOUT WARRANTY OF ANY TYPE, ALL OF WHICH ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.
MLD, and other MLD graphics, logos, designs, page headers, button icons, scripts, and service names are registered or unregistered trademarks or trade dress of MLD in the U.S. and/or other countries (“MLD’s Trademarks”). Under no circumstances shall user be permitted to (1) modify copies of any materials from the Website or MLD’s Trademarks; (2) use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompany text; (3) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website; and/or (4) modify any paper or digital copies of any materials user has printed off or downloaded in any way from the Website. User shall abide by MLD’s intellectual property policy in effect from time to time.
- Amendment of Terms
MLD reserves the right at any time in its sole and absolute discretion without liability to user or any third-party to modify, amend, restrict, suspend, deny or terminate user’s access or the access of all users to the Website and/or any of the Website’s Content or services. Termination of a license to use the Website does not constitute termination of the Terms.
MLD may amend the Terms, including, without limitation, the agreements and policies incorporated herein by reference, at any time. When MLD changes any such agreement or policy, the updated agreement or policy, as applicable, will be posted at the applicable link above or a successor link. User understands and agrees that if user uses the Website or any of the services offered in connection therewith after the date on which any of the foregoing terms have changed, MLD will treat user’s use as acceptance of the updated terms.
- Property Rights
The Website, including, without limitation, all Content, Materials, and all intellectual property rights in and to the same, is owned by or licensed to MLD, its affiliates, or our third-party content providers. User shall not modify, decompile, or reverse engineer any software that MLD or its affiliates disclose to user, and user must not remove or modify any copyright or trademark notice, or other notice of ownership. Subject to the following paragraph, user acknowledges and agrees that no right, title or interest in any Content and/or Materials is transferred to user as a result of user’s use of such Content, Materials, the Website, and/or any services provided or otherwise made available via the Website.
The Terms take effect on the date user accepts such the Terms or uses the Website and will continue until expiration or termination. MLD reserves the right at any time in its sole and absolute discretion to terminate the Terms, with or without notice. Upon termination of the Terms for any reason, user’s access to the Website, Content, Materials and all of user’s rights herein, will cease. Rights and obligations under these Terms, as well as any rights or obligations under any of the agreements or policies incorporated herein by reference, which either by their nature should survive or which by their terms expressly survive will remain in full effect after any termination or expiration of the applicable document, including, without limitation, those of Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 of these Terms.
- Website Human Use Restriction
The Website, including Content, Materials, and applications, is published solely for direct access by human users. “Spiders,” “crawlers,” “bots” and all other automated software or hardware devices designed to access and “read” or otherwise analyze the Website independently are prohibited unless they are expressly so authorized by MLD.
- Fees and Payments
MLD reserves the right to charge fees for future use of or access to the Website.
- NO WARRANTY
MLD, MLD AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, MEMBERS, MANAGERS, AGENTS, SUCCESSORS, PREDECESSORS, AFFILIATES, ASSIGNS, AND REPRESENTATIVES AND MLD’S SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE WEBSITE, CONTENT, MATERIALS, AND ANY SERVICES ASSOCIATED WITH ANY OF THE FOREGOING “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MLD, ON BEHALF OF ITSELF AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, MEMBERS, MANAGERS, AGENTS, SUCCESSORS, PREDECESSORS, AFFILIATES, ASSIGNS, AND REPRESENTATIVES AND MLD’S SUPPLIERS AND SERVICE PROVIDERS, SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE, CONTENT, MATERIALS, PRODUCTS, AND ANY SERVICES ASSOCIATED WITH ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY USER FROM MLD SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO USER. THIS WARRANTY GIVES USER SPECIFIC LEGAL RIGHTS AND USER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.
- LIABLITY LIMIT
IN NO EVENT SHALL MLD, MLD AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, PREDECESSORS, OR REPRESENTATIVES, OR MLD’S SUPPLIERS AND SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO (A) THE CONDUCT OF USER OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE WEBSITE, CONTECT, MATERIALS, AND/OR MLD’S SERVICES, OR (B) THE TERMS, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF OPPORTUNITY OR GOODWILL, OR COST OF REPLACEMENT SERVICES, EVEN IF SUCH PARTY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
MLD’S MAXIMUM AGGREGATE LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF MLD’S AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND MLD’S SUPPLIERS AND SERVICE PROVIDERS, TO USER OR ANY THIRD-PARTIES CLAIMING UNDER OR THROUGH USER IN ANY CIRCUMSTANCE ARISING UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES USER PAY TO MLD PURSUANT TO THESE TERMS IN THE TWO (2) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00) IF NOT FEES WERE PAID. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO USER.
THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO DAMAGES FOR BODILY INJURY IF APPLICABLE LAW PREVENTS THE LIMITATIONS OF DAMAGES IN SUCH RESPECT.
- HOLD HARMLESS AND INDEMNITY
USER AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND (WITH COUNSEL OF MLD’S CHOICE), AND HOLD MLD AND (AS APPLICABLE) MLD AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, MEMBERS, MANAGERS, AGENTS, SUCCESSORS, PREDECESSORS, AFFILIATES, ASSIGNS, AND REPRESENTATIVES, AND MLD’S SUPPLIERS AND SERVICE PROVIDERS, FROM ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES AND DEMANDS, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATED TO ANY CLAIMS, ACTIONS, SUITS, OR PROCEEDINGS MADE OR BROUGHT BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF USER’S BREACH OF THE TERMS OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, USE OF THE WEBSITE, AND/OR USER’S VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD-PARTY.
- Privacy and Cookies
- Intellectual Property Policy
MLD’s Intellectual Property Policy and its terms are hereby incorporated into the Terms by this reference as if set forth herein verbatim.
- Resolution of Disputes and Release
In the event a dispute arises between USER and MLD, please contact MLD AT ______________________.
Any dispute arising from, pursuant to, IN accordance with, or relating to the subject matter of thESE TERMS shall be finally settled by BINDING arbitration in Fort Worth, Tarrant County, Texas, using the English language in accordance with the COMMERCIAL Arbitration Rules, AND EXPEDITED PROCEDURES, of THE AMERICAN ARBITRATION ASSOCIATION (“aaa”) then in effect AND SUBMITTED TO THE NATIONAL SPORTS ARBITRATION PANEL, by one commercial arbitrator with substantial experience in resolving commercial contract disputes IN THE SPORTS INDUSTRY, who shall be selected from the appropriate list of aaa arbitrators in accordance with the Arbitration Rules and procedures of aaa. The prevailing party in any arbitration or other proceeding arising under thESE TERMS shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in state courtS in Tarrant County, Texas or federal court in the United States District Court for the Northern District of Texas, Fort Worth Division. Use of the WEBSite is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including, without limitation, this section. USER AND MLD agree that any cause of action arising out of or related to the WEBSite (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. the texas arbitration act shall apply to arbitration conducted in accordance with this agreement. the parties knowingly and voluntarily waive their right to request and have a jury trial.
Should USER have a dispute with one or more users, or an outside party, USER fully and forever releaseS and dischargeS MLD (and MLD’s officers, directors, agents, MEMBERS, MANAGERS, subsidiaries, parents, successors, predecessors, affiiliates, agents, joint ventures and employees) AND MLD AFFILIATES from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. MLD encourages users to report user-to-user disputes to USER’S local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
MLD, for the benefit of users, may try to help users resolve disputes. MLD does so in MLD’s sole discretion, and MLD has no obligation to resolve disputes between users or between users and outside parties. To the extent that MLD attempts to resolve a dispute, MLD will do so in good faith based solely on MLD’s policies. MLD will not make judgments regarding legal issues or claims.
- No Medical Advice
THE INFORMATION CONTAINED ON THE WEBSITE, THE TEST INFORMATION, OUR CONTENT, THE SERVICES, AND THE PRODUCTS AVAILABLE THROUGH THE SITE ARE FOR GENERAL GUIDANCE ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. NEITHER THE WEBSITE NOR OUR SERVICES OR PRODUCTS, OR ANY TEST INFORMATION, CONSTITUTE MEDICAL ADVICE AND YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER LICENSED HEALTHCARE PROFESSIONAL WITH ANY QUESTIONS YOU MAY HAVE REGARDING ANY TEST INFORMATION OR STATUS OF YOUR HEALTH. This Section SHALL survive any termination of these Terms.
- Reviews, Comments, Communications, and User’s Ability to Access the Website
When submitting a review, user must (1) focus on user’s personal experience of using the product and services offered by MLD; and (2) provide a description of what user liked or disliked about the product or services offered by MLD (“Review”). MLD may reject and not post user’s Review for any reason including, for example, if it breaches terms or policies made known to user or contains any of the following types of materials: (1)language not suitable for a public forum; (2) advertisements, “spam” content, or references to other products, offers or websites; (3) email addresses, links to other websites, or contact information relating to other persons (which includes commercial entities); and/or (4) hateful, discriminatory, pornographic, or critical comments about other users or their reviews. In addition, if user wishes to share feedback with us about customer service issues or provide suggestions relating to the Website, products, services, or Content (“Feedback”), please do not submit this Feedback through the Review mechanism. Instead, please contact us directly at _________________.
- General and Miscellaneous Terms
- Equitable Relief. User agrees that any breach of the Terms will result in irreparable harm to MLD or its affiliates for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, MLD or its affiliates will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs or is threatened. User waives any requirement for the posting of a bond or other security if MLD or its affiliates seek such an injunction.
- No Agency. User acknowledges and agrees that the relationship between User and MLD and its affiliates (if applicable) is that of independent contractors. Nothing in the Terms shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between MLD or any of its affiliates with user.
- Waiver. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. Any waiver of the Terms must be in writing and signed by the party against whom enforcement of the waiver is sought. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
- No Third-Party Beneficiary. User acknowledges and agrees that, except as otherwise expressly provided in the Terms, there shall be no third-party beneficiary to this agreement.
- Choice of Law. The Terms shall in all respects be interpreted and construed with and by the laws of the State of Texas without regard to its conflict of laws principles. The parties hereby disclaim the application of the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 13, the sole and exclusive jurisdiction and venue for actions and disputes arising under the Terms shall be the state courts of Tarrant County, Texas or federal court in the United States District Court for the Northern District of Texas, Fort Worth Division.
- Entire Agreement. The Terms constitute the entire agreement between user and MLD relating to their subject matter, and cancel and supersede any prior versions of the Terms as well as all prior agreements (whether oral, written or otherwise) and representations between user and MLD. No modification to the Terms will be binding, unless in writing and signed by an authorized MLD representative. User may not assign, sublicense, delegate or otherwise transfer the Terms or any right granted hereunder, in whole or in part, whether voluntarily or by operation of law, and any attempt to do any of the foregoing in violation of this provision will be null and void. MLD expressly reserves the right to assign the Terms and to delegate any of its obligations hereunder. The Terms are binding on and inure to the benefit of each party hereto and their heirs, successors and permitted assigns.
- Assignment. MLD may assign these Terms or any part of them without restriction or condition. User may not assign or otherwise transfer these Terms or user’s rights under these Terms without MLD’s prior written consent and any assignment in violation of this prohibition will be null and void.
- Class and Joint Action Waiver. USER AGREES THAT ANY CLAIMS, DISPUTES, CAUSES OF ACTION, DEMANDS, AND/OR ASSERTIONS OF LIABILITY OR DAMAGES (“CLAIMS”) WILL BE ADJUDICATED ON AN INDIVIDUAL BASIS, AND USER WAIVES THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR OTHER JOINT ACTION WITH RESPECT TO THE CLAIMS PERTAINING IN ANY WAY OR CONNECTED TO these Terms, the Website, products, the Content, AND/or services.
- No Waiver. Failure to insist upon strict compliance with any provision of this Agreement does not operate as a waiver of, or estoppel with respect to, any subsequent or other failure, nor does such failure to act constitute or may it be construed or interpreted as a modification or amendment of this Agreement.
- Remedies. All remedies of the parties hereunder are cumulative, are in addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any one remedy is not deemed to be an election of such remedy or to preclude the exercise of any other remedy. Except as otherwise provided in this Agreement, each party is solely responsible for any and all expenses incurred by that party for any legal action brought by one party against the other and arising out of this Agreement including court cost and attorney’s fees.
- Limitations on Time to File Claims. Except to the extent prohibited by applicable law, any cause of action or claim user may have arising out of or relating to these Terms, the Website, products, the Content, or services must be commenced within ninety (90) days after the cause of action accrues, otherwise such cause of action or claim is permanently barred.
- Severability. The invalidity or unenforceability of any particular provision of this Agreement will not affect its other provisions, and to that end, the provisions of this Agreement are severable.
- Survival. All provisions of this Agreement that by their nature should survive any expiration or termination of this Agreement will so survive. The right to bring claims or assert causes of action for breach of any covenants, agreements, representations and warranties of the Parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive beyond the termination of the Agreement for a period of five (5) years; provided, however, that: (a) the covenants and agreements which by their terms do not contemplate performance after the termination of the Agreement shall terminate at the conclusion of such date; (b) the covenants and agreements which by their terms contemplate performance after the termination of the Agreement shall survive indefinitely; and (c) any claims, actions or suits MLD may have which arise from any fraud, breach of fiduciary duty, theft, embezzlement, misappropriation of trade secrets, confidential information, and proprietary information, willful misconduct, or intentional misrepresentation on the part of Contractor, or any representative, affiliate, associated individual, corporation, partnership, association, limited liability company, joint venture, association, trust or other entity or organization thereof (each a “Fraud Claim”) shall continue in full force and effect without limitation. Any covenant, agreement, representation or warranty in respect of which indemnity may be sought as set forth herein shall survive the time at which it would otherwise terminate, if notice with reasonable specificity of the inaccuracy or breach thereof giving rise to such right to indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time.
- Good Faith. The Parties to this Agreement and their respective heirs, legal representatives, successors, subsidiaries, parent companies, related entities, and assigns agree to work together in good faith to equitably and timely fulfill the terms of this Agreement.
- Headings. The headings, captions, titles, and numbering system are inserted only as a matter of convenience and may under no circumstances be considered in interpreting the provisions of this Agreement.
- Expenses. Except as otherwise provided herein, all costs, fees, and expenses incurred in connection with this Agreement shall be paid by the Party incurring such cost or expense.
- Gender Neutral. Wherever user herein, a pronoun in the masculine gender shall be considered as including the feminine gender or vice versa, unless the context clearly indicates otherwise.
- Terms. All references herein to Articles, Sections, and Exhibits, if any, shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. All references to singular or plural shall include the other as the context may require. Unless otherwise expressly stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, Subsection or other subdivision. The words “include” and “including” shall not be construed as terms of limitation.