Terms of Use

These Terms of Use were last updated January, 2014.


  • Acceptance of Terms: The Service is offered subject to acceptance without modification of all of the terms and conditions contained in these Terms of Use, which Terms of Use also incorporates the Privacy Policy available at https://musicbeatscancer.org/privacy-policy/, and all other operating rules, policies and procedures that may be published from time to time on the Site by MBC, each of which is incorporated by reference and each of which may be updated by MBC from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by MBC from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. MBC may, in its sole discretion, refuse to offer the Service to any person or entity and change MBC’s eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
  • Modification of Terms of Use: MBC reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. MBC may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
  • Rules and Conduct: As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content or User Submissions, both as defined below) is provided only for your own personal, non-commercial use (except as allowed by the terms set forth in the “Projects: Fund-Raising and Commerce” section of the Terms of Use). You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term “Content” includes, without limitation, any User Submissions, videos, audio clips, information about businesses you are affiliated with, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by MBC or its partners on or through the Service. By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) you know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iv) constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters; (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of MBC or any third party; or (vi) impersonates any person or entity, including any employee or representative of MBC.

    Additionally, you shall not: (i) take any action that imposes or may impose (as determined by MBC in its sole discretion) an unreasonable or disproportionately large load on MBC’s (or its third party providers) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures MBC may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

    You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

    MBC does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. MBC has no obligation to monitor the Site, Service, Content, or User Submissions. However, MBC reserves the right to: (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if MBC is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) remove or block any User Submissions from the Service.

  • Registration: You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with MBC and select a password and screen name (“User ID”). You shall provide MBC with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your MBC account. You shall not (i) select or use as a User ID or domain a name of another person with the intent to impersonate that person; (ii) use as a User ID or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID or domain a name that is otherwise offensive, vulgar or obscene. MBC reserves the right to refuse registration of, or cancel a User ID and/or domain in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your MBC password. You shall never use another user account without such other user’s express permission. You will immediately notify MBC in writing of any unauthorized use of your account, or other account-related security breach of which you are aware.
  • Projects: Fund-Raising and Commerce: The Site is a venue for raising contributed money to fund projects that further medical advances and healthcare technology that is consistent with MBC’s mission statement (“Projects”). MBC allows certain Site users (“Project Sponsors”) to list Projects and raise funds from other users (“Funders”). The Site is not offering, nor is it creating a platform for the exchange of, any investment or security — including but not limited to, any note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof); or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, any interest or instrument commonly known as a “security”; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. No Project Sponsor will raise funds for a Project in any manner that would involve the offer of a sale of a “security” as defined by the Securities Act of 1933, as amended, or any State securities laws.
    You understand that making a contribution to a Project is charitable in nature and does not give you any rights in or to that Project, to the business enterprise or other organization implementing such Project, or to any profits ultimately derived from or related thereto, including without limitation any ownership, control, or distribution rights, or any rights commonly afforded to the owner of a security and that the Project Sponsor shall be free to solicit other funding for the Project, enter into contracts for the Project, allocate rights in or to the Project, and otherwise direct the Project at their sole discretion. You further understand that nothing in this Agreement or otherwise limits MBC’s right to enter into agreements or business relationships relating to Projects. Except as otherwise noted herein, any contribution made by you is irrevocable and you shall have no right to a return of your contribution in whole or in part. MBC makes no representations regarding the tax status or tax deductibility of any contribution made on the Site. Any potential deduction must be dealt with directly between the tax exempt organization and the Funder. MBC shall not be liable for your interactions with any organizations and/or individuals found on or through the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with listings on the MBC Service. MBC does not oversee the performance or punctuality of Projects. MBC is not responsible for any damages or losses incurred as a result of any such dealings. All dealings are solely between you and such organizations and/or individuals. MBC is under no obligation to become involved in disputes between Funders and Project Sponsors, or between site members and any third party. In the event of a dispute, you release MBC, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Service.

    Though MBC cannot be held liable for the actions of a Project Sponsor, Project Sponsors are nevertheless wholly responsible for fulfilling obligations both implied and stated in any Project listing they create. MBC reserves the right to cancel a Project listing and attempt, in good faith, to refund all associated members’ payments at any time for any reason. MBC reserves the right to remove a Project listing from public listings for any reason.
    MBC makes no guarantees regarding the performance of Paypal.com. Additionally, because of occasional failures of some credit cards, MBC cannot guarantee the full receipt of the targeted amount. Project Sponsors may initiate refunds at their own discretion. MBC is not responsible for issuing refunds for funds that have been collected by Project Sponsors.

    MBC reserves the right to cancel, interrupt or suspend any Project listing at any time for any reason.
    Project Sponsors should visit Fundraising Campaign Guidelines for further information about posting their Project on the Site.

  • Fees and Payments: MBC does charge fees for certain services, including but not limited to: (i) an application fee to be paid upon submission of your application to use the Service, (ii) a percentage of all funds raised, to be paid by Project Sponsors to MBC through a deduction from funds contributed, (iii) and a percentage of all funds raised, to be paid by Project Sponsors to competition hosts through a deduction from funds contributed. Paypal.com also collects a fee for credit card transactions. All fees paid are collected for MBC by Paypal.com. Fees may be paid by credit card or via a transfer of funds directly from your bank account. MBC may choose to temporarily change the fees for the Service for promotional events (for example, discounted application fees) or new services, and such changes are effective when MBC posts the temporary promotional event or new service on the Site.

    You are responsible for paying all fees and applicable taxes associated with your use of the Site. In the event a listing is removed from the Service for violating the Terms of Use, all fees paid will be non- refundable, unless in its sole discretion MBC determines that a refund is appropriate.

  • Third Party Sites: The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under MBC’s control, and you acknowledge that MBC is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by MBC or any association with its operators. You further acknowledge and agree that MBC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
  • Content and License: You agree that the Service contains Content specifically provided by MBC or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service. MBC grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from MBC, or from the copyright holder identified in such Content’s copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
  • Third Party Intellectual Property Copyright Notifications: MBC respects the intellectual property of others, and MBC asks its users to do the same. MBC may, in appropriate circumstances and at its discretion, terminate the accounts of users who infringe the intellectual property rights of others. MBC will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright.If you believe that your work has been copied in a way that constitutes copyright infringement, please provide MBC’s Copyright Agent (defined below) with a written notification containing at least the following information (please confirm these requirements with your legal counsel, or see Section 512(c) (3) of the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):

    (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site, sufficient for MBC to locate the material; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

    If you believe that your work has been removed or disabled by mistake or misidentification, please provide the MBC’s Copyright Agent with a written counter-notification containing at least the following information (please confirm these requirements with your legal counsel or see Section 512(g) (3) of the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):

    (i) a physical or electronic signature of the subscriber/user of the Services;

    (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) the subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) of 17 U.S.C. 512 or an agent of such person.

    You acknowledge that if you fail to comply with all of the aforementioned notice requirements, your notification or counter-notification may not be valid and that MBC may ignore such incomplete or inaccurate notices without liability of any kind.

    Under Section 512(f) of the Copyright Act, 17 U.S.C. §512(f), any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

    Our designated copyright agent for notice of alleged copyright infringement is: info@musicbeatscancer.org

  • Intellectual Property Rights Generally and User Submissions: The Service may provide users with the ability to add, create, upload, submit, distribute, collect, or post (“Submitting” or “Submission”) content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the “User Submissions”). By Submitting User Submissions on the Site or otherwise through the Service, you:
    • acknowledge that by Submitting any User Submission to the Site, you are publishing that User Submission publicly, and that you may be identified publicly by your User ID in association with any such User Submission;
    • by Submitting any User Submissions through the Site or the Service, hereby do and shall grant MBC a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, the Service and MBC’s (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access your User Submissions through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to MBC does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
    • represent and warrant, and can demonstrate to MBC’s full satisfaction upon request that you own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, you have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms of Use;
    • represent and warrant that you are authorized to grant all of the aforementioned rights to the User Submissions to MBC and all users of the Service;
    • agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service;
    • agree that the use or other exploitation of such User Submissions by MBC and use or other exploitation by users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and
    • understand that MBC shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you, that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that MBC will not be liable for any errors or omissions in any content, and that MBC cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

    MBC does not endorse and has no control over any User Submission. MBC cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damages or losses to any party resulting therefrom.

    • Additional Intellectual Property Rights Terms for Content of Project Sponsors: The Service provides Project Sponsors with the ability to upload their content to the Site. MBC will not have any ownership rights to any Project Sponsor’s content; however, MBC needs the following license to perform the Service. In addition, all content submitted by Project Sponsors shall also be subject to the terms applicable to User submissions. If you are a Project Sponsor, you hereby grant to MBC the worldwide, non-exclusive, royalty-free, right to (and to allow others acting on its behalf to):
    • use, host, display, and otherwise perform the Service on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit (“Host”) the content, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text (“Artworks”) in connection with the Service);
    • stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the content and Artworks (or allow other users to do any of the foreoing); and
    • use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision of the Service.

    Project Sponsors agree to pay all royalties and other amounts owed to any person or entity due to their submission of their content to the Service or the MBC’ Hosting of the content as contemplated by these Terms of Use.

    To enable MBC to Host a Project Sponsor’s content pursuant to the above provisions, all Project Sponsors hereby grant to MBC the worldwide, non-exclusive, perpetual, royalty-free, sublicensable and transferable right to use, reproduce, copy, and display their trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Service.

  • Termination: MBC may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
  • Warranty Disclaimer: MBC has no special relationship with or fiduciary duty to you. You acknowledge that MBC has no control over, and no duty to take any action regarding: (i) which users gain access to the Site; (ii) what Content you access via the Site; (iii) what effects the Content may have on you; (iv) how you may interpret or use the Content; or (v) what actions you may take as a result of having been exposed to the Content. You release MBC from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. MBC makes no representations concerning any Content contained in or accessed through the Site and MBC will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.THE SERVICE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE MADE AVAILABLE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. MBC, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (i) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (ii) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (iii) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (iv) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
  • Electronic Communications Privacy Act Notice (18 U.S.C. 2701-2712): MBC MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE, THROUGH THE SERVICE OR ANY WEBSITE LINKED TO THE SITE. MBC will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on MBC’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
  • Indemnification: You shall defend, indemnify, and hold harmless MBC, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. MBC reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with MBC in asserting any available defenses.
  • International: Accessing the Service is prohibited from countries, jurisdictions or other geographic areas where such Content is illegal. If you access the Service from locations outside the United States, you do so at your own initiative and are responsible for compliance with local laws.
  • Electronic Delivery/Notice Policy and Your Consent: By using the Services, you consent to receive from MBC all communications, including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, “Contract Notices”) electronically. MBC may provide such electronic Contract Notices by posting them on the MBC Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the MBC Site and Services.
  • Tax and Legal Compliance: In addition to this Agreement, you must familiarize yourself with, and comply with the policies, domestic laws (including common law), state legislation, international laws, statutes, ordinances and regulations regarding your use of the Service including listing and supporting Projects. In particular, you must ensure that your activities, Projects you list, and the balance of your information do not violate any relevant country-based fair trading legislation. Notwithstanding successful conclusion of a transaction, you must ensure strict compliance with any particular formalities which, if not complied with, will either render a transaction void or unlawful.Project Sponsors alone, and not MBC, are responsible for ensuring that the Project listing and any other activities conducted on the Site are lawful. Project Sponsors must ensure that they comply with all applicable laws in the United States and all other countries. Project Sponsors must also ensure that they strictly comply with this agreement and the policies which form part of the agreement.

    Project Sponsors should comply with country, state and federal regulations. Project Sponsors should be aware that funds raised using MBC could be taxable income. It is the Project Sponsors’ responsibility to declare the funds and comply with applicable tax laws.

  • Governing Law: These Terms of Use (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the District of Columbia, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the MBC (and all Services) is deemed a passive website that does not give rise to personal jurisdiction over MBC or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the District of Columbia. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the federal courts located in the District of Columbia and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
  • Integration and Severability: The Terms of Use are the entire agreement between you and MBC with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and MBC with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
  • Miscellaneous: MBC shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond MBC’s control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with MBC’s prior written consent. MBC may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.