Effective Date: November 19, 2013
MichiganRestaurant.org (“Website”) is owned and operated by the Michigan Restaurant Association (“MRA” or “We”) and offers information related to Michigan’s hospitality industry. You use the Website at your own risk.
YOU HAVE A DUTY TO READ THIS AGREEMENT. YOUR USE OF THE WEBSITE CONSTITUTES YOUR MANIFESTATION TO AND INTENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE EXPRESSLY PROHIBITED FROM USING THE WEBSITE AND MUST TERMINATE YOUR USE OF THE WEBSITE IMMEDIATELY.
MRA MAY, FROM TIME TO TIME, MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE. MRA RESERVES THE RIGHT TO MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE IN ITS SOLE AND ABSOLUTE DISCRETION. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT ON A REGULAR BASIS TO KEEP YOURSELF INFORMED OF ANY MODIFICATIONS. YOUR USE OF THE WEBSITE AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT.
Use of the Website is void where prohibited. Those who use the Website (hereinafter “Visitors”), those who register for membership on the Website (hereinafter “Registered Users”), and those who purchase goods or services through the Website (hereinafter “Purchasers”) agree to be bound by and will abide by this Agreement. Visitors, Registered Users, and Purchasers are hereinafter collectively known as “Users” for the purposes of this Agreement.
1. Warranties and Representations. All Users of the Website warrant the following:
a. You have the right, power, and legal capacity to enter into this Agreement and to accept the rights, obligations, and duties granted under its terms.
b. You agree to comply with the terms of this Agreement in good faith.
c. You will not use the Website outside of the uses specifically provided for under this Agreement.
d. You understand that MRA cannot guarantee preservation of records and may expire information without notice at its sole discretion.
e. You will not use, modify, copy, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, or sell the Website in any form or by any means, in whole or in part, without the prior written consent of MRA.
f. MRA does not warrant or guarantee that compliance with this Agreement will be sufficient to comply with your obligations hereunder, under applicable law or with third party rights. Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use the Website. The Website is operated in the United States and MRA makes no representation that its Website or services are appropriate, lawful, or available for use in other locations. MRA does not offer the Website where prohibited by law.
2. Account Registration
b. Users who register for membership shall pay a fee for registration. You agree to pay all applicable taxes or charges imposed by any governmental entity anywhere in the world in connection with your use of the Website. All costs and fees are quoted and payable in United States Dollars. All payments are to be made via the Website with a valid credit card processed.
c. Upon expiration of your membership or termination of this Agreement, MRA shall terminate User’s access to any Account and revoke any license User has to use the Website and/or MRA’s related services.
d. Users agree to keep their Accounts secure from unauthorized access. Users further agree that they alone are responsible for their Accounts, and Users accept full responsibility for any and all use of their Accounts, whether authorized or unauthorized. In the case of unauthorized access to an Account, User agrees to contact MRA immediately.
e. By creating an Account, you agree that MRA, and MRA’s designees and agents, may contact you by any available means, including, but not limited to, email. You further represent and warrant that you are not bound by or a party to any exclusive arrangement or agreement, whether contractual or otherwise, that would prohibit you from using the Website and its associated services.
f. You may appoint others to act as your agent to use the Website. You understand and agree that any user that you authorize to have access to your Account has the capacity to contract and is your authorized legal agent. You agree to bear the ultimate responsibility for any access to your Account, whether authorized or unauthorized, and you agree to hold harmless and indemnify MRA for any damages that arise out of or in relation to the use of your Account.
g. You have a duty to ensure that the information that you provide through your Account is truthful, current, complete, and accurate. You understand and agree that you have an ongoing duty to update and keep current the information provided through your Account if and when that information changes. You are expressly prohibited from creating a Account that impersonates another person, contains offensive or obscene language, or otherwise violates the rights of a third party. You expressly agree that you will not use your Account to interfere with or disrupt a third party’s enjoyment and use of the Website. MRA reserves the right to restrict access to, suspend, disable, or delete your Account at any time, in its sole discretion, and without prior warning. You are expressly prohibited from selling, leasing, lending, assigning, or otherwise transferring your Account.
h. You understand and agree that MRA provides a website service and takes no responsibility and cannot be held liable or responsible for transactions entered into by or between users of the Website, whether through their Accounts or otherwise. MRA makes no representations or warranties as to the truth or falsity of any information submitted to the Website or provided by a user of the Website, the legality, quality, or safety of the services offered through the Website, or the qualifications associated with any User’s Account. MRA conducts no criminal background check or otherwise checks credentials of Users. Though MRA undertakes commercially reasonable efforts to verify the identity of its Users, you understand and agree that MRA cannot be held liable for any user’s failure to truthfully or accurately disclose his or her identity.
3. User Generated Content
MRA may provide you with the ability to submit User Generated Content to the Website. Except as otherwise licensed herein, you own all rights in and to your User Generated Content.
By submitting User Generated Content to the Website, you grant MRA a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User Generated Content for the customary and intended purposes of the Website and any purpose related thereto, including, without limitation, to reproduce, prepare derivative works, distribute copies, perform, display, and use any of the User Generated Content. These purposes may include, but are not limited to, providing you or third parties with the Website or its associated products and services and archiving or making backups of the Website. You agree to waive all moral rights in and to your User Generated Content across the world, whether you have or have not asserted moral rights in or to your User Generated Content. By submitting User Generated Content to the Website, you further agree to waive all rights of publicity or privacy with respect to the User Generated Content submitted.
You warrant that any User Generated Content that you submit to the Website will not violate the rights of third parties, including, but not limited to, trademark rights, copyright rights, and rights of publicity and privacy, or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international.
4. Term and Termination
To change or terminate your Account at any time, please contact firstname.lastname@example.org. Either you, or MRA, may terminate your Account at any time and for any reason by sending notice to the other. Any notice of intention by you to cancel shall take effect upon receipt by us.
MRA reserves the right to immediately suspend or terminate your access to the Website, without notice, for any violation of this Agreement. MRA also reserves the right to remove your account information from the Website and other records at our sole discretion.
If your access to the Website or your Account is suspended due to any suspected or actual breach of this Agreement, you agree that all fees paid to MRA are final and all outstanding or pending payments will immediately be due. Following any termination of your use of the Website or your Account, MRA reserves the right to send a notice explaining such termination to other members you have contacted through the Website.
5. Disclaimer of Warranties
MRA DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIAIBLITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR ANY GOODS OR SERVICES LINKED TO OR THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION USE OF EDUCATION AND TRAINING PRODUCTS AND OTHER PRODUCTS AND SERVICES PROVIDED ON THE WEBSITE. MRA PROVIDES THE WEBSITE ON AN AS-IS BASIS AND WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.
MRA WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONTENT POSTED ON THE WEBSITE, ANY THIRD PARTY LINKS POSTED ON THE WEBSITE, OR ANY CONTENT TRANSMITTED THROUGH THE WEBSITE. MRA DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF IDENTITY, UNAUTHORIZED ACCESS, OR ALTERATION OF OR TO THE WEBSITE. MRA RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AT ANY TIME.
MRA IS NOT RESPONSIBLE FOR THE REPRESENTATION OR CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR ADVERTISER OF WEBSITE.
You also understand and agree that though MRA undertakes commercially reasonable efforts to ensure that any information that you submit through the Website is considered and remains confidential, you bear all responsibility for protecting the confidentiality of your information. MRA will not be held liable or responsible for any breach of confidentiality or any public display or aggregation of your confidential or personal information that arises out of or is related to your use of the Website, whether that use is through the submission of information or creation of an Account.
6. Ownership and License of Website Content
a. MRA is the owner or licensee of all rights in and to the Website, the trademarks displayed on the Website and any and all copyrights, trade secrets, patent rights, or other proprietary or personal rights contained within or displayed upon the Website. The Website is subject to all applicable intellectual property and other laws.
b. You are expressly prohibited from using MRA’s trademarks, trade names, trade dress, design marks, trade secrets, or copyrightable works outside of the uses expressly stated in this agreement and without the prior written consent of MRA.
c. MRA grants you a limited, revocable, non-exclusive, non-sublicensable, and royalty free license to use the Website. This limited license automatically terminates upon a breach of any of the terms of this Agreement.
d. You warrant and agree that you will not make any derivative works of the Website or delete or modify, in any way, any copyright, trademark, or other proprietary notices that appear on the Website.
e. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Website, whether in whole or in part, without the prior written consent of MRA. The foregoing prohibition on crawling and aggregation will not apply to search engines or non-commercial and publicly available archives that appropriately comply with the robots.txt file.
f. MRA is not liable for the receipt of any unsolicited suggestions, ideas, proposals and other material to the Website. Any disclosure of such information for improvement of the Website is non-confidential and such person who submitted the material shall be provided no profit. Such information will become information of MRA without limitation of any royalty, licensing or otherwise.
7. Prohibited Uses of Website. You agree that you will not use the Website to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Website.
Specifically, you are prohibited from, without limitation:
a. Promoting an illegal or unauthorized copy of another person’s copyright protected work, in whatever form;
b. Making any derivative works of the Website or deleting or modifying, in any way, any copyright, trademark, or other proprietary notices that appear on the Website.
c. Transmitting unsolicited commercial email messages, or spam, through the Website or to users of the Website;
d. Misusing another user’s personal information;
e. Imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website;
f. Circumventing MRA’s technological or security protection mechanisms;
g. Using a script, robot, spider, scraper, or other automated technology to access the Website;
h. Attempting to gain access to the private data or personal information of a user of the Website or a third party;
i. Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
j. Harassing and/or stalking a third party through your use of the Website;
k. Impersonating another or creating multiple alias accounts;
l. Posting or transmitting content that threatens or encourages bodily harm or the destruction of property;
m. Posting or transmitting content that infringes upon the intellectual property rights or other personal or proprietary rights of other users of the Website or third parties;
n. Posting or transmitting content that is inaccurate, false, misleading, offensive, derogatory, obscene, profane, sexually oriented, racially offensive, or otherwise harmful;
o. Posting or transmitting content that incites any illegal activity;
p. Posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter;
q. Distributing Trojan horses, viruses, malware, spyware, spam, or any other harmful or unsolicited files or communications.
r. Using the Website for investment schemes or unlawful enterprises.
r. Posting or transmitting content that violates any term or condition of this Agreement; or
s. Posting or transmitting content, or using the Website in a manner that violates any law, statute, regulation, or ordinance, or treaty, whether local, state, provincial, national, or international.
8. Indemnification. You agree that you will hold harmless, defend, and indemnify MRA, including its members, employees, agents, affiliates, directors, officers, and board members, from and against all claims, damages, liabilities, penalties, costs, and judgments, including attorneys’ fees, that arise out of or in connection with your use of the Website (including, without limitation, any purchase made therein), your violation of a term or provision of this Agreement, or your violation of the rights of a third party. You agree that your obligation to hold harmless, defend, and indemnify MRA will survive the termination or failure of this Agreement and your use of the Website. Your obligation to defend MRA under the terms of this Agreement will not provide you with the right to control MRA’s defense, and MRA reserves the right to control its defense regardless of your contractual requirement to defend MRA.
10. Remedies. The failure of MRA to seek relief for your breach of any duty under this Agreement will not waive the right of MRA to seek relief for any subsequent breach.
11. Jurisdiction and Choice of Laws. You agree that, for all legal and non-legal purposes, the Website is located in the State of Michigan. You agree that the Website does not give rise to personal jurisdiction over MRA in jurisdictions other than Michigan. This Agreement will be interpreted under and governed by the laws and legal principles of the State of Michigan, without regard to conflicts of laws principles or statutes.
12. Arbitration. You agree that any claim or dispute that you may have against MRA will be exclusively resolved through arbitration.
YOU AND MRA AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE WEBSITE, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN MICHIGAN AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF MICHIGAN AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND MRA AGREE THAT BOTH PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF MICHIGAN IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. YOU AND MRA AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
13. Contractual Statute of Limitation. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. YOU AGREE THAT YOU WILL NOT START OR PARTCIPATE IN ANY CLASS ACTION LAWSUIT RELATED IN ANY WAY TO THE USE OF THIS WEBSITE.
14. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired and shall continue in full force and effect.
15. Waiver. You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.
16. Delegation of Duties. MRA reserves the right to delegate any of its duties under this Agreement to any other person, entity, or subcontractor.
17. Delegation of Rights. Under no circumstances are you permitted to transfer the rights provided to you by this Agreement.
19. Digital Millennium Copyright Act Notice. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Website, please notify MRA’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim is being infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Website;
4. Information reasonably sufficient to permit MRA to contact you, such as your address, telephone number, and email address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Designated Copyright Agent
Fahey Schultz Burzych Rhodes PLC
Attn: Mark J. Burzych
4151 Okemos Road, Okemos, MI 48864 USA
Fax: (517) 381.3172
email@example.com (only DMCA notices will be accepted at this email address. All other inquiries or requests will be discarded)
a. Except as provided for in Paragraph 19, all notices to MRA must be in writing to Michigan Restaurant Association 225 W. Washtenaw, Lansing, MI 48933, with a copy emailed to: firstname.lastname@example.org
All rights not expressly granted herein are reserved to MRA.