Online Terms of Service

INTRODUCTION

Please read these Terms of Service ("TOS") carefully. By accessing the materials and services made available on this Website (the "Website"), you are agreeing to be bound by these TOS. If you do not accept these TOS, you may not use this Website.

This Website is owned and operated by the Merchant Risk Council, Inc. ("MRC", "We" or "Us"), a New York not-for-profit corporation with its executive offices located at 8201 164th Ave NE #200 PMB #50, Redmond, WA 98052, U.S.A.

As used in these TOS, the terms "You" and "Your" will collectively mean the entity authorizing you to access this Website, and You individually.

We suggest that You become familiar with the terms, conditions and restrictions of these TOS and our Privacy Policy. We also suggest that You periodically review these TOS, as they are subject to revision from time to time, at the MRC's discretion. The date in the upper right hand corner of this page identifies the last date that these TOS were updated. You understand and agree that by accessing this Website and the materials and services made available through this Website after updated TOS have been posted, You are agreeing to these TOS as amended.

NO LEGAL ADVICE

The materials displayed on, or obtained through this Website are for general informational and educational purposes only, and are not legal advice. You should not act upon any information You have obtained through this Website without seeking professional legal counsel. You should consult with a lawyer familiar with Your particular factual situation for advice or service concerning any specific matters.

USE OF WEBSITE AND MATERIALS

Materials displayed on, or obtained through this Website, including but not limited to text, graphics, images, data, audio and video, are owned or licensed by the MRC. The MRC and its third-party licensors retain all proprietary rights to such materials, including the copyrights and all other intellectual property rights associated therewith. In addition, the entire content of this Website is copyrighted as a collective work by the MRC. Except for downloading, storing, viewing and printing limited portions of the materials displayed on, or obtained through this Website for Your own personal, noncommercial use, You may not download, store, print, modify, copy, reproduce, translate, perform, display, prepare derivative works based upon, distribute, or otherwise use the materials in any way, without the prior written permission of the MRC. You must retain all copyright, trademark, and other proprietary notices contained in the original materials on any copy you make of the materials. You may not frame this Website or any portion thereof, or any of the materials displayed on this Website.

All trademarks, service marks and trade names of the MRC used herein (including but not limited to: the MRC name and the MRC corporate logo) (collectively "Marks") are trademarks or registered trademarks of the MRC or its affiliates, partners, vendors, or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify MRC trademarks in any way, including in advertising or publicity pertaining to distribution of materials on this Website, without the MRC's prior written consent. The use of the MRC or its partners' trademarks on any other website or network computer environment is strictly prohibited. The MRC also prohibits the use of the MRC's or its partners' trademarks as a link on or to any other website unless the establishment of such a link is approved by the MRC or its licensors in writing, in advance of the placement of any such link.

LINKS TO OTHER WEBSITES

This Website may contain links to third-party websites. These links are provided solely as a convenience to You and do not indicate an endorsement by Us of such third-party website or any association with such websites. We are not responsible for the materials on, or practices of any such third-party websites and do not make any representation or warranty regarding the materials on such websites, or the practices of such websites.

SUBMISSION POLICY

Where the MRC has specifically invited or requested submissions, the MRC encourages members of the public to submit various user content to the MRC that they have created and they are authorized to upload or distribute in connection with the Website (e.g., postings to the MRC discussion boards) ("User Submissions"). User Submissions remain the intellectual property of the individual user, or his or her licensors. By posting User Submissions on this Website, You expressly grant the MRC a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform and display such content and Your name, voice, and/or likeness as contained in Your User Submission, in whole or in part, and in any form throughout the world in any media or technology, whether now known or hereafter discovered, including all promotion, advertising, marketing, merchandising, publicity, and any other ancillary uses thereof, and including the unfettered right to sublicense such rights, in perpetuity throughout the universe. Any such User Submissions are deemed non-confidential and the MRC shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any User Submission.

NO ENDORSEMENT OF USER PUBLISHED CONTENT

User Submissions do not represent the views of the MRC or any individual associated with the MRC, and We do not control such content. In no event shall You represent or suggest, directly or indirectly, the MRC's endorsement of any User Submissions. The MRC does not warrant the accuracy or credibility of any User Submissions on this Website, and the MRC does not take any responsibility or assume any liability for any actions You may take as a result of reading a User Submission on this Website. Through Your use of this Website, you may be exposed to content that You may find offensive, objectionable, harmful, inaccurate, or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues, and foreign nationals. By using this Website, You assume all associated risks.

INAPPROPRIATE USER SUBMISSIONS

The MRC does not encourage and does not seek User Submissions that would violate the rights of any third party, including without limitation, the rights of any third party copyright owners. The MRC does not encourage, and does not seek User Submissions that result from any activity or content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute a crime or tort; or (iv) You do not have the rights for, or which is subject to statutory limitations that would limit Your ability to provide the license above. If notified by a user of a submission that allegedly violates any provision of these TOS, The MRC reserves the right to determine, in its sole discretion, if such a violation has occurred, and to remove any such User Submission from the Website without notice.

INAPPROPRIATE BEHAVIOR

You are prohibited from posting or sending any unlawful, threatening, defamatory, libelous, obscene, pornographic, or profane material, or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. Such violations may subject the sender and his or her agents to civil and criminal penalties. You further understand and agree that sending unsolicited email advertisements to any user of this Website is expressly prohibited by these TOS. Any such unauthorized use of our computer systems is a violation of these TOS and applicable "anti-spam" laws. In addition to any remedies that We may have at law or in equity, if We determine, in our sole discretion, that You have violated or are likely to violate the foregoing prohibitions, We may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from this Website. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials, or otherwise accessing and using this Website for any unauthorized or prohibited use.

ACCURACY OF INFORMATION

We attempt to ensure that information on this Website is complete, accurate, and current. Despite our efforts, the information on this Website may occasionally be inaccurate, incomplete, or out of date. We make no representation as to the completeness, accuracy, or currency of any information on this Website. For example, products included on this Website may be unavailable, may have different attributes than those listed, or may actually carry a different price than that stated on this Website. In addition, We may make changes in information about price and availability without notice. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order.

PROHIBITED USE OF THIS WEBSITE

You are prohibited from doing any act that has the effect of undermining the integrity of our reputation, our computer systems and network infrastructure, this Website, materials displayed on, or obtained through this Website, our services and the method by which we provide our products and services to our users. As a material term of these TOS, You expressly agree that You shall NOT do any of the following:

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, functionality of this Website, or any other proprietary information or trade secret of the MRC's that is made available through this Website.
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 this Website for any purpose;
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 this Website, its hardware and connections, or prohibits, denies or delays access to this Website by other users or otherwise threatens the continuous services of our ISP's, suppliers and vendors;
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;
Establish any direct or deep link or other connection to any specific page or location of the this Website other than the log-in page for registered users of this Website;
Use or attempt to use another user's account without authorization;
Attempt to circumvent any content or functionality filtering methods we employ, or otherwise attempt to access certain aspects of this Website that You are not authorized to access;
Any other conduct by You that in our sole discretion restricts, inhibits, or interferes with any other user from accessing and using this Website is expressly prohibited.

TERMS APPLYING TO MEMBERS ONLY

If you are a member of the MRC, the following terms also apply to Your membership and the use of this Website (although all of the other provisions of these TOS apply as well to members). You may have access to certain information that is made available solely to members ("Member-only Information"). This may include articles or postings intended to be disclosed only to members, access to membership lists, or similar information. You agree to use all Member-Only Information solely for purposes that are in compliance with the Benefits and Criteria and the Principles of the MRC. Unless permission is expressly granted in writing by the MRC, You may not disclose or publish any of the Member-Only Information outside of your own immediate member organization; and You may not use any Member-Only Information for any mailing list or any other solicitation purposes. However, unless a document expressly states to the contrary, members have permission to copy and use Member-Only Information within Your member organization, provided You copy the items in their entirety, and do not delete or obscure any copyright notices or similar statements of ownership that may be on any such item.

You understand that You will need to create an account to have access to all of the parts of this Website. In consideration of Your use of this Website, You will: (i) provide true, accurate, current, and complete information about Yourself and Your business as prompted by the Website's registration form (such information being the "Registration Data") and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If You provide any information that is untrue, inaccurate, not current, or incomplete, or the MRC has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, the MRC has the right to suspend or terminate Your account and refuse your access and any and all current or future use of the Website, or any portion thereof. Members will be issued a password to use to access the members-only areas of this Website. Each member is strictly responsible for any use of that password, and any access or use of the Website through a password will be deemed to be the access or use of the Member to which the password was issued. You agree to immediately notify us of any unauthorized use of Your account or any other breach of security of which You become aware. You are responsible for taking precautions and providing security measures best suited for Your situation and intended use of this Website. We have the right to provide user billing, account, or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers, or business).

Members may, now or in the future, have the ability to post and/or publish comments, discussions, articles, notes or other materials ("Member Comments") on the this Website. If you post any such Member Comments on this Website, you give the MRC non-revocable, royalty-free permission to copy, display, and otherwise use Your Member Comments in any way the MRC sees fit. You agree not to post any Member Comments that are not Your original work, and that Your Member Comments will not infringe any other person's or entity's rights (including rights of intellectual property, publicity and privacy rights, or contractual obligations), nor will any Member Comments be libelous or otherwise defamatory. You will hold harmless and defend the MRC and its directors, officers, employees, and agents (the "Indemnified Parties") against any claims against the Indemnified Parties that arise out of an actual or alleged breach of your promises and agreements You have made in this paragraph, and you will reimburse the Indemnified Parties for any damages or costs (including reasonable attorneys' fees) that the Indemnified Parties might incur due to an actual or alleged breach of those promises and agreements.

PRODUCTS, CONTENT AND SPECIFICATIONS

All features, content, specifications, products, and prices of products and services described or depicted on this Website are subject to change at any time in the sole discretion of the MRC, without notice. Certain measurements and similar descriptions are approximate and are provided for convenience purposes only. We make all reasonable efforts to accurately display the attributes of our products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services on this Website at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the possession, use, and sale of any item purchased from this Website. By placing an order, you represent that the products ordered will be used only in a lawful manner.

FEES

For all charges for any products and services sold on this Website, if any, the MRC will bill your credit card or alternative payment method offered by the MRC. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of this Website.

PURCHASE INFORMATION

Certain information is gathered by the payment method provider You use to purchase any goods or services through this Website, 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 this Website. 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. You agree that the MRC will not be liable for any loss or misuse of any information gathered by the payment method provider You select to make Your purchase of any such goods or services.NO WARRANTIES

THIS WEBSITE AND THE MATERIALS DISPLAYED ON, OR OBTAINED THROUGH THIS WEBSITE, ARE PROVIDED ON AN AS-IS BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, ACCURACY OF THE INFORMATION CONTAINED HEREIN, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

The materials displayed on, or obtained through this Website may not be current, complete or accurate. We make no representation or warranty regarding the use, validity, accuracy, currency, completeness, reliability, or the results from the use of this Website or any materials, and do not assume any liability or responsibility for any errors or omission in the materials or any actions taken or not taken in reliance upon the materials.

You understand and expressly agree that use of this Website and the materials displayed on, or obtained through this Website is at your sole risk and that You will be solely responsible for any damage to Your computer system or loss of data that results from the download of any such materials.

COPYRIGHT COMPLIANCE

To ensure compliance with the Digital Millennium Copyright Act ("DMCA") (17 USC §§ 512 et. seq.), the MRC will take action on receipt of notice of alleged copyright infringement. If You are a copyright owner or representative of the owner and believe that a user has submitted or uploaded material that infringes upon Your United States copyrights, You may submit notification in accordance with the DMCA (17 USC 512(c)(3)) by providing the MRC with the following information in writing:

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
Identification of the claimed infringing material and information reasonably sufficient to permit Us to locate the material on this Website (such as the URL(s) of the claimed infringing material);
Information reasonably sufficient to permit Us to contact You, such as an address, telephone number, and, if available, an Email address;
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;
A statement by You, made under the penalty of perjury, that the above information in Your notification is accurate and that You are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner's behalf; and
Your physical or electronic signature.
Please send all written correspondence of alleged infringements to:
Merchant Risk Council, Inc.
600 Stewart Street, Suite 720
Seattle, Washington 98101
Attention: Legal/Copyright Agent
You may also contact the MRC's Copyright Agent by email at:copyright@merchantriskcouncil.org

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, USE, DATA, GOODWILL, OR OTHER INTANGIBLES) RESULTING OR ARISING FROM THE USE OR INABILITY TO USE THIS WEBSITE OR THE MATERIALS CONTAINED ON OR OBTAINED THROUGH THIS WEBSITE OR RELATING TO THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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 Website, including but not limited to, any use of this Website 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.

RELEASE

In the event that You have a dispute with one or more other users of this Website, you release the MRC (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

TERMINATION OF YOUR ACCOUNT OR YOUR ACCESS

You or We may suspend or terminate Your account or Your use of this Website at any time, for any reason or for no reason. You are personally liable for any acts undertaken or charges incurred through Your account prior to termination. We may also block Your access to this Website in the event that (i) You breach these Terms of Use; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that Your actions may cause financial loss or legal liability for You, our users, or the MRC.

GENERAL

This Website is based in Seattle, Washington, U.S.A. These TOS will be governed by laws of the State of Washington, without regard to conflict of law principles. You agree that any action arising out of, or relating to this Website or these TOS may be brought solely in a court of competent jurisdiction located in Seattle, Washington, and you hereby consent to the exclusive jurisdiction, venue, and convenience of such courts.

These TOS are the entire agreement between You and Us and supersedes any prior understandings or agreements (whether written or oral). If any provision of these TOS is found to be invalid, void, or unenforceable by any court having competent jurisdiction, the remainder of these TOS shall remain in full force and effect. Any waiver of any provision of these TOS will be effective only if it is in writing signed by Us. No waiver of any term of these TOS shall be deemed a further or continuing waiver of such term or any other term.

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: 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.