MRC Education eLearning Terms and Conditions

INTRODUCTION

Welcome to the Terms of Service for the Merchant Risk Council MRC Education eLearning Platform.

These Terms of Service ("TOS") govern Your access and use of the Merchant Risk Council MRC Education eLearning Platform, (the "Platform") made available by the Merchant Risk Council, Inc. (hereinafter, the "MRC") through the MRC MRC Education eLearning website (the "Site"). When You register, access, and make use of the Platform, You are agreeing to these TOS, which, by their nature and intent, establish a legally binding agreement between You and the MRC. As used in these TOS, the terms "You" and "Your" will collectively mean You individually, as well as any entity, such as Your employer, authorizing You to access this Site and use the Platform.

1. LICENSE

a. License Grant and Conditions -- Upon your registration and payment of the charges assessed for the MRC Education eLearning module You select (each, a "Module"), the MRC hereby grants You, for so long as you are accessing and using such Module, a non-exclusive, non-transferable, revocable, worldwide license (without the right to grant sub-licenses) to access the Platform and the selected Module for lawful purposes, solely for Your personal use. Your access and use of the Platform and any Module made available through the Platform is limited to You using a browser interface via an assigned username and password and the payment of charges assessed for the Module you have selected.

b. Restrictions -- You shall not: (i) license, sub-license, sell, resell, transfer, assign, distribute, or otherwise make the Platform or any Module available to any third party, in whole or in part; (ii) attempt to access the source code of the Platform or any Module; (iii) modify or make derivative works based on the Platform, or any Module; (iv) reverse engineer or reverse compile any part of the Platform, including without limitation, any Module made available therein; (v) design, develop, build, market, or support a product using similar ideas, features, functions, or graphics of the Platform or any Module; (vi) incorporate any portion of the Platform or any Module into Your own programs, or compile any portion of the Platform or any Module in combination with Your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, or distribute the Platform or any Module, in whole or in part, directly or indirectly, to any third party.

2. OWNERSHIP

a. Platform -- The Platform, its functionality, and network infrastructure are the sole property of LearnUpon Limited ("LearnUpon"). The Platform is made available to the MRC pursuant to a license granted by LearnUpon, which, among other things, enables the MRC to configure and make the Platform available to You for the limited purpose of accessing and using Modules developed by the MRC. Subject to the rights granted to You herein, LearnUpon and its licensors and suppliers own and retain all right, title, and interest in and to the Platform as currently made available, or as may be revised from time to time. The scope of LearnUpon's ownership rights with respect to the Platform include, without limitation, (a) all software, hardware, technology, documentation, and information provided by LearnUpon in connection with the Platform; and (b) all worldwide patent, copyright, trade secret, trademark, and other intellectual property rights in and to the Platform.

b. Modules -- All Modules presented on the Platform, together with their respective content, including without limitation, text, images, and method of presentation are owned exclusively by the MRC. Subject to the rights granted to You herein, the MRC owns and retains all right, title, and interest, including all worldwide patent, copyright trade secret, and trademark and other intellectual property rights in and to the Modules and their respective content.

c. Trademarks and Copyrights of Third Parties -- From time to time, the MRC may use the trademarks or copyrights of third parties as part of the content of a Module. The MRC's use of any such third party trademarks and copyrights are used with the permission of the applicable rights holder and no access and use of any such Module by You shall be deemed to be a license to You to use any third party's trademark or copyright for Your own personal or business use.

3. REGISTRATION; ACCOUNT SECURITY

a. Account Registration -- Account registration is required to use the Platform. You represent and warrant that You will provide truthful, accurate, current, and complete information (including information about You and any other authorized users) in any registration or other account-related forms on the Site (the "Registration Information"). You will maintain and promptly update Your Registration Information to keep it accurate, current, and complete.

b. Account Security -- The confidentiality of Your username and password for Your account is Your responsibility, and You are solely responsible to the MRC for activities in Your account. You agree that You will not share Your login credentials (including Your password) with others, or do anything that might jeopardize the security of Your account. You also agree to notify the MRC immediately of any unauthorized or improper use of Your password and/or Your account.

c. Personally Identifiable Information -- All personally identifiable information that You provide with Your Registration Information shall remain confidential and shall not be disclosed by the MRC for any purpose, other than pursuant to a court order issued by a court having the proper jurisdiction to compel any such disclosure.

d. Electronic Communication -- When You register and use the Platform, or send emails to us, You are communicating with us electronically and You consent to receive communications from us electronically. We will communicate with You by email or by posting notices on this Site or through the Platform. You agree that all agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be made in writing.

4. PROHIBITED USE

You are prohibited from doing any act that has the effect of undermining the integrity of the MRC's reputation, the Platform, any Module, as well as the computer systems and network infrastructure utilized to make the Platform and Modules available to You. As a material term of these TOS, You expressly agree that You shall NOT do any of the following:

a. Deploy or facilitate the use or deployment of any robot, spider, scraper, or any other automated means, method, or device to access, view, select, or copy, in whole or in part, any content, program, or functionality of the Platform or any Module, or any other proprietary information or trade secret of the MRC's that is made available through the Platform;

b. Deploy or facilitate the use or deployment of any script, routine, program, or any other automated means, method, or device with respect to Your access and use of the Platform and/or any Module for any purpose;

c. Deploy or facilitate the use or deployment of any program, system, means, method, or device, for any purpose that places an unreasonable, unnecessary, or excessive demand or load on the Platform, its hardware, and connections, or prohibits, denies, or delays access to the Platform by other users, or otherwise threatens the continuous services of our ISPs, suppliers, and vendors;

d. Introduce any program, executable file, or routine (such as a worm, Trojan horse, cancel-bot, time bomb, or virus), irrespective of whether any such program or routine results in detrimental harm to our system or our data;

e. Establish any direct or deep link or other connection to any specific page or location of the Platform other than the MRC MRC Education eLearning login page;

f. Use or attempt to use another user's account without authorization;

g. Attempt to circumvent any content or functionality filtering methods we employ, or otherwise attempt to access certain aspects of the Platform that You are not authorized to access;

h. Post or transmit through the Platform any material, including content or data derived from any Module, which: (i) violates or infringes in any way upon the rights of others, including intellectual property rights; (ii) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable; (iii) encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law; or (iv) creates or attempts to create any liability of the MRC;

i. Any other conduct by You that in the MRC's sole discretion restricts, inhibits, or interferes with any other user from accessing and using the Platform or any MRC Education eLearning e-learning module is expressly prohibited.

5. PAYMENT

a. Payment Method -- All payments of applicable fees and charges will either be made by credit card, which shall be processed through the MRC's third-party credit card processor, or through other approved electronic payment means, such as PayPal®, Apple Pay®, or Google Wallet®. You agree to use a valid payment method accepted by the MRC for the payment of fees and charges arising from Your use of the Platform.

b. Purchase Information -- Certain information is gathered by the payment method provider You use to make payments of fees and charges associated with Your use of the Platform, including, but not limited to, Your credit card or account number and Your name, address, and email address. Such information is not captured directly by the MRC and is not available to the MRC for any purpose. All such information is encrypted before transmission and is not stored on the Site. The capture, storing, and use of such information is subject to the terms of the privacy policy of the payment method provider You use for Your purchase and we suggest that You familiarize Yourself with the terms of their privacy policy.

c. Refund Policy -- For the MRC Education eLearning Program (self-study), refunds and cancellations are determined on a case-by-case basis. Cancellations and requests for refunds must be communicated in writing to programs@merchantriskcouncil.org. Refunds will not be issued once a course has been started. Additionally, courses must be completed within one year of purchase.

6. TERMINATION UPON BREACH

If You breach any provision of these TOS, including, but not limited to, providing false Registration Information, breach any provision of the license granted to You by the MRC by these TOS, engage in any unauthorized use of the Platform or any Module, or engage in any prohibited act as identified in these TOS, the MRC may, in its sole discretion, terminate Your rights to access and use the Platform and Modules immediately, without additional notice to You. The MRC's termination of Your rights to access and use the Platform and/or any Module for any such breach is not an exclusive remedy and the MRC reserves all of its other rights at law and in equity it may have against You for any such breach.

7. EQUIPMENT

You will be responsible for obtaining and maintaining all computer hardware, Internet connections, and any other equipment reasonably necessary to access and use the Platform and Modules. High-speed Internet access is strongly recommended for regular use and is required for video. You agree that the MRC will not be responsible for any interruption, delay, or inconsistent operation of the Services due to You not using necessary or compatible equipment, or a high-speed Internet connection.

8. DISCLAIMERS; LIMITATION OF LIABILITY; RELEASES

a. YOU AGREE THAT USE OF THIS SITE, THE PLATFORM, AND ANY MODULE MADE AVAILABLE THROUGH IT IS AT YOUR OWN RISK. YOU WILL BE RESPONSIBLE FOR PROTECTING THE CONFIDENTIALITY OF YOUR PASSWORD. NEITHER THE MRC NOR ANY OF ITS RESPECTIVE EMPLOYEES, SHAREHOLDERS, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS, REPRESENT OR WARRANT THAT YOUR USE OF THIS SITE, THE PLATFORM OR ANY MODULE WILL BE UNINTERRUPTED OR ERROR FREE. THIS SITE, THE PLATFORM, AND MODULES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TOS. THE DISCLAIMERS CONTAINED IN THESE TOS APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, OR DESTRUCTION OR UNAUTHORIZED ACCESS, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

b. IN NO EVENT WILL THE MRC, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR MAINTAINING THIS SITE, THE PLATFORM, OR ANY MODULE BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SITE.

9. INDEMNIFICATION

You agree that You will, at Your expense, indemnify, defend, settle, and hold the MRC, its directors, officers, shareholders, employees, and agents harmless from and against all claims and expenses, including attorneys' fees, arising out of Your use of this Site, the Platform, and any Module, including but not limited to any use that is not authorized by these TOS. In addition to the foregoing, in any such action, You will pay any judgment awarded against the MRC or any settlement agreed to by You, and any authorized expenses incurred by the MRC. The MRC 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 the MRC in asserting any available defenses.

10. LEGAL PROCEEDINGS

Any dispute relating to or arising from Your use of the Platform, any Module, or these TOS will be adjudicated by a court of competent jurisdiction sitting in the State of Washington, within King County, and You expressly consent to the jurisdiction of the State and Federal courts sitting in King County, Washington for such purposes. In addition to any finding, relief granted, or judgment awarded by such court, the prevailing party in any such action shall be awarded reasonable attorney's fees and costs.

11. NOTICES

All notices regarding any matter pertaining to these TOS, or the policies referenced herein, including any notice of claim, summons, or subpoena will be given by email, with a physical copy of such notice sent via United States Registered Mail (return receipt requested), or by a nationally recognized express courier, postage or air bill prepaid. Notices sent to the MRC shall be sent to: Merchant Risk Council, Inc., 600 Stewart Street, Suite 720, Seattle, Washington 98101, Attention: Legal Affairs. Notices sent by the MRC shall be sent via email, with a physical copy sent by United States Registered Mail or a nationally recognized courier to the email and physical addresses You provided as part of Your Registration Information. Notice will be deemed effective twenty-four (24) hours after sending of an email, unless returned due to an invalid email address, in which case, notice shall be deemed effective upon receipt of physical copies, as confirmed by United States Postal Service, or courier, as applicable.

12. GENERAL

These TOS are to be construed in accordance with the laws of the State of Washington, without regard to its conflict of laws provisions. These TOS, as updated from time to time, constitute the entire agreement between us with respect to Your use of the Platform and any Modules made available through it. The MRC's failure to enforce any breach of this Agreement by You does not constitute a waiver of the MRC's right to enforce any term of these TOS in the future for a similar breach.

13. ATTENTION: CALIFORNIA USERS

Section 1789.3 of the California Civil Code (the "Electronic Commerce Act of 1984", California Civil Code, Section 1789.1, et seq.) requires us to inform You that You may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Boulevard, Sacramento, California 95834, or by telephone at 916-445-1254 or 800-952-5210, in order to resolve any complaint regarding a service provided to You through the Platform or to receive further information regarding the use of such services.

14. INQUIRIES

If you have any questions regarding these Terms of Service for the Merchant Risk Council MRC Education eLearning Platform, please contact the MRC by filling out the MRC Contact Us form and selecting the MRC Education eLearning radio button.

Last updated: December 15, 2020

MRC Education eLearning Terms & Conditions