Merchants Distributors, LLC Terms and Conditions Effective June 17, 2022
The websites or mobile applications (“Sites”) are owned and operated by or on behalf of Merchants Distributors, LLC (“MDI”). By using this Site or any of the services provided by MDI (“Services”), you hereby agree to be legally bound by the following terms and conditions listed herein (the “Terms”) and certify that you are at least sixteen (16) years of age or older. “You” or “your” shall mean the person or entity accessing the Sites or using the Services. A valid email address, among other information, may be required in order to register or participate in certain activities or Services.
2. THIRD PARTY SITES
This Site may contain links to other websites on the internet. MDI does not control such sites or practices of third parties and is not responsible for the information or content made available on those sites. MDI hereby disclaims any and all representations and warranties, express or implied, as to the function, reliability, security, or validity of such sites and any content thereon.
3. Intellectual Property
Unless otherwise noted, all content, design, and logos on the Sites constitutes copyrights, trademarks, and/or other intellectual property that are the sole property of or are otherwise owned, controlled, or licensed by MDI or third parties who have licensed their content and materials to MDI (“Intellectual Property”). Any such Intellectual Property is protected by United States copyright, trademark, and other laws. The collation of the Intellectual Property and other content on this Site is the exclusive property of MDI. Except as may be otherwise stated herein, access to or use of the Sites or Services does not provide any rights to you or any other party to use the MDI name, logo, trademarks, service marks, or other Intellectual Property for any purpose without the express written consent of MDI. Unless otherwise provided, MDI retains all right, title, and interest in and to the Site and Services.
4. Limitation of Liability
MDI AND ITS AFFILIATES SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, RELATING TO OR ARISING FROM YOUR USE OF THE SITE, INABILITY TO ACCESS THE SITE OR SERVICES, OR ANY INFORMATION, CONTENT, OR SERVICES OFFERED ON THE SITE REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY. USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. IN NO EVENT SHALL MDI’S TOTAL LIABILITY EXCEED $100.00.
THE WEBSITE AND ANY ASSOCIATED SERVICES, CONTENT, AND FUNCTIONS ARE PROVIDED “AS IS,” AND MDI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW, AND SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, AVAILABILITY, ACCESS, SECURITY, QUALITY, MERCHANTABILITY, PERFORMANCE, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES AS TO THE WEBSITE OR ASSOCIATED SERVICES. MDI DOES NOT WARRANT THAT THE WEBSITE, SERVICES, OR ANY INFORMATION, CONTENT, OR ELECTRONIC COMMUNICATIONS ARE FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS.
You agree to indemnify, defend, and hold harmless MDI and its officers, directors, stakeholders, employees, agents, and their successors and assigns from and against any and all claims, demands, threats, losses, costs, suits, obligations, liabilities, damages, penalties, and expenses (including reasonable attorney’s fees) that arise out of or are related to your use of the Site and any associated services.
7. Prohibited Uses
You agree to use the Sites and Services only for lawful purposes and in accordance with the Terms. Further, you agree not to use the Sites or Services or enable others to use the Sites or Services (a) to violate the rights of any third party; (b) to attempt to gain unauthorized access to or disrupt any service, device, data, account or network; (c) to spam or distribute malware, or transmit or cause to be transmitted any viruses, worms, Trojan horses, time bombs, cancel bots or any other harmful, damaging or destructive programs or content; (d) in any way that could harm the Services or impair a third party’s use of it; and (e) to disable, tamper with, or otherwise attempt to circumvent any security mechanisms or share or transfer any license key, password or other security device relating to the use thereof with or to any third party.
8. Force Majeure
MDI shall not be held liable or responsible for delay or failure to comply with these Terms occasioned by any cause beyond its reasonable control, including, but not limited to, transportation delays, acts of God, fire, flood, accident, strike, lockout, war, riot, civil unrest, martial law, embargo, excessive demand for its products over the available supply, government regulation, pandemic, epidemic, or any other similar cause or circumstance beyond MDI’s control which prevents or hinders MDI’s performance.
9. Governing Law
These Terms (including all matters arising out of or relating hereto) shall be governed and controlled by, construed, and enforced in accordance with the laws of the State of North Carolina, Catawba County, notwithstanding choice of law or conflict of law provisions. Both Parties irrevocably consent to the personal jurisdiction of the federal and state courts presiding in North Carolina for any disputes related to these Terms. YOU HEREBY KNOWINGLY WAIVE YOUR RIGHT TO A JURY TRIAL WITH RESPECT TO ANY MATTERS ARISING OUT OF THE SERVICES OR THE SITES.
MDI reserves the right, at any time and without notice, to modify or terminate all or any portion of the Sites (and any activities thereon including, but not limited to, offerings, conferences, networking capabilities, analytics, or marketing), Services (including but not limited to pricing, offerings, or requirements), and these Terms. Please check back from time to time so you are aware of any changes or updates. The effective date of the Terms will be indicated at the top of the page. By continuing to use the Sites or Services after the posting of any such changes, you accept and agree to these Terms as modified.
a. Waiver and Severability. Failure or delay by MDI in exercising any rights or enforcing any provisions hereunder will not be construed as a waiver thereof nor shall it in any way affect the validity of these Terms or the right of MDI to enforce each and every provision thereafter. If any provision of these Terms is held by final judgment of a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of these Terms shall continue to be valid and enforceable to the fullest extent permitted by the law.
b. Relationship. Nothing in these Terms shall cause you or MDI to be construed as being in, or an intention to be in, a relationship as partners, joint venturers, employer/employee, principal/agent, or as affiliate or subsidiary.
c. Assignment. You may not assign your rights, duties, or obligations hereunder at any time, whether by operation of law or otherwise.
d. Notice. By using this Site or the Services, you hereby consent to MDI communicating with you electronically, and any notices, agreements, or other communications sent to you electronically by MDI shall satisfy any legal communications requirements.