Terms and Conditions
1.0. MCLN’s User Agreement
1.2. Personal, Internal Business or Limited Commercial Use Only
Except as otherwise set forth herein, the Service is made available to you for: a) your personal use; b) your internal business use. If you want to make any other commercial use of the Service, including but not limited to selling, distributing or providing access to the Service for payment, you must enter into a written agreement with MCLN or obtain MCLN's written permission in advance. If you are asked to register for the Service, you must provide complete and accurate identification, contact, and other information required as part of the registration process, and accurately and promptly update that information if it changes. MCLN reserves the right, in its sole discretion, to refuse or discontinue participation or access to any or all of the Service to any user or member at any time. Except as expressly provided in these User Agreement, no part of the Service and no part of the Site may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way (including "mirroring" and "framing") to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without MCLN' express prior written consent. At MCLN we are constantly innovating to provide the best possible experience for our members. As part of this on-going innovation, we may from time-to-time stop (permanently or temporarily) providing the Service or any part thereof, without notice. You may stop using the Service at any time and are under no obligation to inform MCLN when you stop using the Service. You acknowledge and agree that if MCLN disables access to your account, you may be prevented from accessing the Service, your account details or any files or other content contained in your account.
1.3. Restrictions and Prohibited Actions
The Service is intended for the use described above and in any documentation provided by MCLN in connection with the applicable portion of the Service only and may not be used in connection with any other commercial endeavors except those that are specifically allowed, endorsed or approved by MCLN. Except for distributions for the use described above, you may not distribute or otherwise commercially exploit or make available to any third party the Service, or any part thereof, in any way (e.g., rent, lease, lend, sell, redistribute or sublicense the Service or access to the Service). You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You may not change, reorganize, modify, copy, reverse engineer, decompile, disassemble, attempt to derive the source code of, or create derivative works from the Service, any updates, or any part thereof for any purpose, including in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, (c) remove, change or replace any MCLN trademarks, logos, copyrights or any other branding elements, (d) modify, hide, obscure, disable or otherwise render inoperable any portion of the user interface including, but not limited to, the display of advertisements and promotions within the Service, or (e) copy any ideas, features, functions or graphics of the Service. You may not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service, or in any way reproduce or circumvent the navigational structure or presentation of the Service to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. You may not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any MCLN server, or to any of the services offered on or through the Service, by hacking, password "mining" or any other illegitimate means. You may not harvest or collect usernames, email addresses or any other member identifying information by electronic or other means for the purpose of sending unsolicited email or other communications. Unauthorized commercial advertisements, affiliate links, and other forms of solicitation may be removed from member profiles and or community postings without notice and may result in termination of member privileges. You may not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures of the Service or any network connected to the Service. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor of the Service, including any MCLN account not owned by you, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Service. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to MCLN on or through the Service or any service offered on or through the Service. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity. You may not use the Service or any Content for any purpose that is unlawful or prohibited by these User Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of MCLN or others. If you breach these restrictions, or otherwise exceed the scope of the licenses or other rights granted herein, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights.
1.4. Account information and Security
1.5. Intellectual Property Ownership
You acknowledge that MCLN (and its licensors, where applicable) own all right, title and interest in and to the Service, portions thereof, or software or content provided through or in conjunction with the Service, including without limitation, all Intellectual Property Rights in and to the Service and any protectable suggestions, ideas, enhancements, requests, feedback and recommendations or other information provided by you or any other party relating to the Service. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree not to (and agree not to allow third parties to) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Service, or to extract significant portions of Service's files for use in other applications. You also agree to (and will require third parties to) not remove, obscure, or alter MCLN' or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Service.
1.6. User Content
You are solely responsible for the photos, profiles, messages, notes, text, information, video, and other content that you upload, submit, share or display (hereinafter, "post") on or through the Service, or transmit to or share with other members (collectively the "User Content"). You understand and agree that MCLN may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation User Content that in MCLN' sole judgment violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of members, users or others. By posting User Content to any part of the Service, you automatically hereby grant, and you represent and warrant that you have the right to grant, to MCLN an irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You also hereby grant each member or user a non-exclusive license to access the User Content you post through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of the Service and the Site and under this Agreement. You may remove your User Content from the Site at any time but you acknowledge that once you have posted any User Content to the Site, other users may have retained a copy of your User Content and may still have access to those copies despite your removal of the User Content from the Site. You acknowledge that this User Content may persist in backup copies, derivative works or aggregate form for a period of time. The Service contains content created by us, by third parties, and by our users and members. This content includes, among other things, reports, comments, opinions from other professionals, projects, product applications, and white papers. It also includes information about products and services offered by parties other than MCLN, such as product descriptions, specifications, availability, and performance. We do not guarantee the accuracy, the integrity, or the quality of the content on the Service, and you may not rely on any of this content. Without limitation, we are not responsible for postings by users in the reports, scripts, plugins, widgets, product rating, product review, user opinion, message board, feedback or any other sections of the Service. You should not rely on such information in situations where its inaccuracy would cause you to suffer any loss (see Disclaimer of Warranties and Limitation of Liability sections below). You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or video that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate. Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchise, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships, chain letters, or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users or members to use or buy products, goods or services except in those areas that are designated for such purpose and as expressly permitted. You may not copy or use personal identifying or business contact information about other users or members without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.
1.7. No Implied Rights
There are no implied licenses granted in these User Agreement. All rights not granted herein are expressly reserved by MCLN, our licensors or the copyright owner of any User Content.
1.8. Digital Millennium Copyright Act
MCLN respects the intellectual property rights of others. Infringing Content may not be posted to the Service. If you post any content that contains any intellectual property, you must be the owner of such intellectual property or have all required rights, licenses, consents, and permissions to use such intellectual property on the Service. In addition to being grounds for removal of your posting, termination of your user account, termination of your membership, and any other remedy MCLN may have against you, your failure to own or obtain such rights may subject you to civil and/or criminal liability. If you are a copyright owner or an agent thereof, and you believe any content submitted to and hosted on the Service infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”).
1.9. Grant of Right to Use Web-based Offering
Subject to the terms and conditions of and your ongoing compliance with this Agreement, MCLN hereby grants you a personal, limited, non-exclusive, revocable, non- transferable, non-sublicensable right during the period for which you have paid all applicable fees to permit each user for whom you have purchased a user subscription to access the applicable Web-based Offering solely for your internal business purposes. You must ensure that each of your users has agreed to and is bound by this Agreement.
1.10. Information Practices
1.11. Fees and Payments
Access to MCLN is granted by invitation only at no charge. Access and use of portions of the Site and certain other portions of the Service may be provided at no charge. However, MCLN reserves the right to charge for the Service or any portion thereof, modify the pricing of, add to, or discontinue the Service or any portion thereof without prior notice.
1.12. Third Party Interactions and Links to Other Sites
MCLN, the MCLN Logo, and other MCLN' graphics, logos, tag lines, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of MCLN in Canada and/or other countries. MCLN' trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without MCLN' prior written permission.
1.14. International Use
You shall abide by all applicable laws and regulations regarding use of the Service. MCLN and its licensors make no representation that the Service is appropriate or available for use in any location. The Service is controlled and operated from within the United States. MCLN makes no representations that materials contained within the Service are appropriate or available for use in other locations, and access to the Service from locations where such activity is illegal is prohibited. Those who choose to use the Service from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws.
1.15. Internet Delays
MCLN' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MCLN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DATA LOSS OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
1.16. Disclaimer of Warranties
MCLN and any third party who makes its software or content available in conjunction with or through MCLN disclaim any responsibility for any harm resulting from your use (or use by your employees, agents or contractors) of the Service and/or any third-party software or content accessed in conjunction with or through the Service. MCLN DOES NOT PROMISE THAT THE SERVICE OR ANY CONTENT, COMPONENT, SITE OR FEATURE OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SERVICE WILL PROVIDE SPECIFIC RESULTS. THE SITE, ITS CONTENT AND COMPONENTS, AND THE SERVICE ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ALL INFORMATION PROVIDED ON OR VIA THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE. MCLN CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. MCLN AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. MCLN AND ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE AND SUCH THIRD-PARTY SOFTWARE OR CONTENT. MCLN DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST MCLN FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF REMEDY IS A PART OF THE BARGAIN BETWEEN THE PARTIES. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE SERVICE AND ALL THIRD-PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SERVICE AND SUCH THIRD-PARTY SOFTWARE AND CONTENT. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
1.17. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL MCLN OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE BE LIABLE TO YOU OR ANY OTHER USER ON ACCOUNT OF ANY USE OR MISUSE OF THE SERVICE OR SUCH THIRD-PARTY SOFTWARE OR CONTENT. NEITHER MCLN NOR ANY THIRD-PARTY SOFTWARE OR CONTENT PROVIDER SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF MCLN AND/OR A THIRD-PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE AND ALL THIRD-PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, FROM INABILITY TO USE THE SERVICE AND ALL THIRD-PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE AND ALL THIRD-PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), OR ANY RELIANCE BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES, THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES. Without limiting the generality of the foregoing, you agree that MCLN is not responsible for any loss arising out of, or in any way connected with (a) delay or inability to access or use the Service; (b) reliance on any Content or User Content; (c) the transmission of any computer virus, however occurring; (d) any unauthorized access to, modification or alteration of Content or User Content; (e) any Content or User Content sent or received or not sent or received; (f) any transaction entered into through the Service; (g) any infringement of rights, including Intellectual Property Rights; (h) any threatening, defamatory, obscene, offensive, harmful, inappropriate or illegal Content or User Content or conduct of any party; (i) any User Content sent by any third party using and/or included in the Service; (j) termination of your user account or membership; or (k) any delays, interruptions, inaccuracies, errors, omissions or cessation of the Service. For the avoidance of doubt, you acknowledge that MCLN is a provider of an interactive computer service and not a publisher under Section 230 of the Communications Decency Act of 1996, and therefore not responsible for any of the User Content or other third-party postings. If, notwithstanding the provisions of this section, a court of competent jurisdiction holds MCLN liable in respect of any matters arising under or incidental to this Agreement, MCLN’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, WILL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR USING THE SERVICE DURING THE 12 MONTHS PRECEDING YOUR CLAIM, OR, IF NO AMOUNT WAS PAID, SUCH LIABILITY WILL BE LIMITED TO $500. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
1.18. Governing Law; Disputes
This Agreement will be governed and interpreted by the laws of the Province of Ontario and the applicable laws of Canada without regard to its conflicts of law provisions. The parties hereby irrevocably and unconditionally attorn to the non- exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals there from.
1.19. Miscellaneous Provisions
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by MCLN.
If you have comments on the Service or ideas on how to improve it, please send an email via our contact form. Please note that by doing so, you also grant MCLN and third parties permission to use and incorporate your ideas or comments into the Service (or third-party software or content) without further compensation or approval. The information contained in this website is subject to change without notice. Copyright © 2019 MCLN, Inc. All rights reserved. MCLN, 5255 Yonge St., Suite 701, Toronto, ON M2N 6P4, Canada.