1. Each Member hereby represents, warrants and agrees
to (a) provide true, accurate, current and complete information about itself
and its business references as may be required by MUFTS and (b) maintain
and promptly amend all information to keep it true, accurate, current and
complete. Each Member hereby grants an irrevocable, perpetual, worldwide
and royalty-free, sublicensable (through multiple tiers) license to MUFTS
to display and use all information provided by such Member in accordance
with the purposes set forth in this Agreement and to exercise the copyright,
publicity, and database rights you have in such material or information,
in any media now known or not currently known.
2. Each Member hereby represents, warrants and agrees
that the use by such Member of the Service and the Site shall not:
| a) |
contain fraudulent information or make fraudulent offers of items
or involve the sale or attempted sale of counterfeit or stolen items
or items whose sales and/or marketing is prohibited by applicable
law, or otherwise promote other illegal activities; |
| b) |
be part of a scheme to defraud other Members or other users of the
Site or for any other unlawful purpose; |
| c) |
infringe or otherwise abet or encourage the infringement or
violation of any third party's copyright, patent, trademarks, trade
secret or other proprietary right or rights of publicity and privacy; |
| d) |
violate any applicable law, statute, ordinance or regulation (including
without limitation those governing export control, consumer protection,
unfair competition, anti-discrimination or false advertising); |
| e) |
contain information that is defamatory, libelous, unlawfully threatening
or unlawfully harassing; |
| f) |
contain information that is obscene or contain or infer any pornography
or sex-related merchandising or any other content or otherwise promotes
sexually explicit materials or is otherwise harmful to minors; |
| g) |
promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation or age; |
| h) |
contain any material that constitutes unauthorized advertising or
harassment (including but not limited to spamming), invades anyone's
privacy or encourages conduct that would constitute a criminal offence,
give rise to civil liability, or otherwise violate any law or regulation; |
| i) |
involve attempts to copy, reproduce, exploit or expropriate MUFTS's
various proprietary directories, databases and listings; |
| j) |
involve any computer viruses or other destructive devices and codes
that have the effect of damaging, interfering with, intercepting or
expropriating any software or hardware system, data or personal information;
and |
| k) |
involve any scheme to undermine the integrity of the computer systems
or networks used by MUFTS and/or any user of the Service and no
Member shall attempt to gain unauthorized access to such computer
systems or networks; |
| l) |
link directly or indirectly to or include descriptions of goods
or services that are prohibited under this Agreement or the MUFTS
Terms of Use; or |
| m) |
otherwise create any liability for MUFTS or its affiliates. |
3. Each Member represents, warrants and agrees that with
regards to information about or posted on behalf of any business referee,
it has obtained all necessary consents, approvals and waivers from its business
partners and associates to (
a) act as such Member's business
referee; (
b) to post and publish their contact details
and information, reference letters and comments on their behalf; and (
c)
that third parties may contact such business referees to support claims
or statements made about the Member. Each Member further warrants that all
reference letters and comments are true and accurate and hereby waives all
requirements for such Member's consent to be obtained before third parties
may contact the business referees.
4. Each Member acknowledges and agrees that MUFTS shall
not be required to actively monitor nor exercise any editorial control whatsoever
over the content of any message or other material or information created,
obtained or accessible through the Service. MUFTS does not endorse, verify
or otherwise certify the contents of any comments or other material or information
made by any Member. Each Member is solely responsible for the contents of
their communications and may be held legally liable or accountable for the
content of their comments or other material or information.
5. Each Member represents, warrants and agrees that it
has obtained all necessary third party copyright or trademark licenses and
permissions and shall be solely responsible for ensuring that any material
or information it posts on the Site or provides to MUFTS or authorizes
MUFTS to display does not violate the copyright, trademark, trade secret
or any other personal or proprietary rights of any third party or is posted
with the permission of the owner(s) of such rights.
6. If any Member breaches the representations, warranties
and covenants of paragraphs 1, 2, 3, 4 or 5 above, or if MUFTS
has reasonable grounds to believe that such Member is in breach of such
representations, warranties and covenants, MUFTS has the right to suspend
or terminate the Service and all Free Member Benefits with respect to such
Member without any compensation, and refuse any and all current or future
use of the Service or any other services that may be provided by MUFTS.
Further, MUFTS reserves the right in it sole discretion to remove any
material it reasonably believes that is unlawful, could subject MUFTS
to liability, violates this Agreement or the MUFTS Terms of Use or is
otherwise found inappropriate in MUFTS's opinion. MUFTS reserves the
right to cooperate fully with governmental authorities, private investigators
and/or injured third parties in the investigation of any suspected criminal
or civil wrongdoing. Further, MUFTS may disclose the Member's identity
and contact information, if requested by a government or law enforcement
body, an injured third party, or as a result of a subpoena or other legal
action, and MUFTS shall not be liable for damages or results thereof and
Member agrees not to bring any action or claim against MUFTS for such
disclosure. In connection with any of the foregoing, MUFTS may suspend
or terminate the Account of any Member as MUFTS deems appropriate in its
sole discretion.
7. Each Member agrees to indemnify MUFTS, its employees,
agents and representatives and to hold them harmless, from any and all losses,
claims and liabilities (including legal costs on a full indemnity basis)
which may arise from its submissions, posting of information or deletion
thereof, from such Member's use of the Service or from such Member's breach
of this Agreement or the MUFTS Terms of Use. Each Member further agrees
that MUFTS is not responsible, and shall have no liability to it or anyone
else for any material posted by such Member or third parties, including
fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit
material and that the risk of damage from such material rests entirely with
each Member. MUFTS reserves the right; at it own expense, to assume the
exclusive defense and control of any matter otherwise subject to indemnification
by the Member, in which event the Member shall cooperate with MUFTS in
asserting any available defenses.