IMPORTANT NOTICE – BEFORE ACCESSING OR USING ANY PART OF THE MDR WEBSITE (www.MDRconsultants.com), YOU (“You” or the “Authorized User”) SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AS THEY GOVERN YOUR ACCESS TO AND USE OF THIS MDR WEBSITE AND ANY PROGRAMS, SERVICES, TOOLS, MATERIALS, OR INFORMATION AVAILABLE THROUGH THE MDR WEBSITE OR USED IN CONNECTION THEREWITH (collectively, the or this “MDR Website”). MDR IS WILLING TO ALLOW THE ACCESS AND USE OF THIS MDR WEBSITE ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE MDR WEBSITE AND ARE INSTRUCTED TO EXIT THE MDR WEBSITE IMMEDIATELY.
Terms and Conditions of Use
ACCEPTANCE OF THE TERMS OF USE. The MDR Website is provided by MDR Consultants Inc. using the MDR Website, you agree to abide by and be bound by these Terms of Use and the MDR Privacy Policy. MDR may revise and update these Terms of Use and/or the MDR Privacy Policy from time to time, and any changes are effective immediately upon publication.
PERMITTED USE. The MDR Website may be used for general informational purposes by current and/or prospective clients of MDR to obtain information and materials about MDR’s service offerings, MDR training events and webinars, or in connection with a contemplated engagement of MDR. Any such engagement shall be governed under a separate agreement. In connection with the permitted uses, you may download a reasonable number of files made available for download on the MDR Website.
RESTRICTIONS. The MDR Website may not be used to distribute or reproduce content on the MDR Website except as provided above; publish, sell, or modify any MDR Website content; use any content on the MDR Website for the benefit of any commercial enterprise or individual that offers services in any of the same areas as MDR, or for any other purpose that may be averse to MDR; delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the MDR Website; delete, crop, or otherwise modify the MDR logo or name from copies of any materials from the MDR Website; copy or record any content on the MDR Website using automated programs, bots, software, or any other method of “scraping” content; use any “pinger,” bots, or automated link checker tool to communicate with the MDR Website; alter or interfere with the MDR Website’s code or the front-end appearance of the MDR Website; take any action that imposes an unreasonable or disproportionately large load on the MDR Website or related infrastructure; obtain or attempt to obtain unauthorized access to any of MDR’s networks, through any means; submit spam inquiries to our MDR Website contact forms, or use the MDR Website or any content herein for any purposes that are or may be harmful, infringing, defamatory, obscene, or illegal.
You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by MDR through the MDR Website in any manner not expressly permitted by these Terms of Use. In addition, you may not modify, translate, decompile, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the MDR Website. Moreover, you may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the MDR Website or in any way reproduce or circumvent the navigational structure or presentation of the MDR Website to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the MDR Website, (ii) attempt to gain unauthorized access to any portion or feature of the MDR Website, including, without limitation, the account of any other Authorized User(s), or any other systems or networks connected to the MDR Website or to any MDR server or to any of the services offered on or through the MDR Website, by hacking, password “mining,” or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the MDR Website or any network connected to the MDR Website, nor breach the security or authentication measures on the MDR Website or any network connected to the MDR Website, (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the MDR Website, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the MDR Website or MDR’s systems or networks or any systems or networks connected to the MDR Website, (vi) use any device, software, or routine to interfere with the proper working of the MDR Website or any transaction conducted on the MDR Website, or with any other person’s use of the MDR Website, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to MDR on or through the MDR Website, (viii) use the MDR Website to harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, separately distribute, resell, or otherwise permit third parties to access and use the MDR Website (or any part thereof) without MDR express, separate, and prior written permission, or (x) use the MDR Website in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact MDR.
USER OBLIGATIONS. By downloading, accessing, or using the MDR Website in order to view our information and materials or submit information of any kind, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the MDR Website, including, without limitation, when you provide information via a MDR Website registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, MDR reserves the right to terminate immediately your access to and use of the MDR Website. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the MDR Website. Without limiting the generality of the foregoing, you agree that you shall not use nor disclose to any other party in a manner not permitted by these Terms of Use any personally identifiable information, which you receive or which is made available from MDR in connection with these Terms of Use. These Terms of Use are also expressly made subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the MDR Website (or access thereto) without complying with such laws, orders, restrictions, or regulations. In addition, you also acknowledge and agree that use of the Internet and access to or transmissions or communications with the MDR Website is solely at your own risk. While MDR has endeavored to create a secure and reliable MDR Website, you should understand that the confidentiality of any communication or material transmitted to/from the MDR Website over the Internet or other form of global communication network cannot be guaranteed. Accordingly, MDR is not responsible for the security of any information transmitted to or from the MDR Website. You agree to assume all responsibility concerning activities related to your use of the MDR Website, including, providing any support or meeting any requirements of your contracts with third parties, obtaining and paying for all licenses and costs for third-party software and hardware necessary for implementation of the MDR Website, and maintaining and backing up any data. Any support, training, updates, upgrades, or maintenance of or for the MDR Website shall only be available through the sole discretion of MDR or pursuant to the terms and conditions of a separate written agreement with MDR.
DELIVERY OF INFORMATION. When using and/or to facilitate the operation of certain features of the MDR Website, you may provide MDR with additional content or information (a “Posting”). In connection with delivering and providing to MDR any such Posting, you hereby and automatically grant to MDR a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license (through multiple tiers) to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such content or information as necessary in connection with the MDR Website and MDR’s service obligations in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. With respect to any such content or information, you must also obtain at your sole expense all necessary consents, rights, permissions, and clearances (and provide MDR with reasonable proof thereof (if requested)) required for MDR to use such content or information in connection with MDR’s services and the MDR Website. Notwithstanding the foregoing, you acknowledge and agree that MDR shall not be responsible for any failures, inoperability, delays, or problems caused by your failure to obtain the necessary rights, clearance or permission or to provide any necessary content or information for your use of the MDR Website in a timely or accurate manner. Moreover, MDR assumes no responsibility for the deletion of or failure to store any content or information.
OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions may apply to participation in an MDR program, conference, training, webinar, seminar, Authorized User registration with the MDR Website to register for MDR events, requests to receive the MDR Newsletter and email notification of upcoming MDR events, and/or to other specific portions or features of the MDR Website, all of which are made a part of these Terms of Use by this reference. You agree to abide by such other notices, terms, and conditions. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the MDR Website, the latter terms shall control with respect to your use of that portion of the MDR Website. MDR’s obligations, if any, with respect to its programs, services, tools, materials, or information are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing on these Terms of Use should be construed to alter such terms, conditions, notices, and agreements.
MDR PRIVACY POLICY. You understand, acknowledge, and agree that the operation of certain programs, services, tools, materials, or information of the MDR Website requires the submission, use, and dissemination of various personal identifying information. Accordingly, if you wish to access and use those programs, services, tools, materials, or information of the MDR Website, you acknowledge and agree that your use of the MDR Website will constitute acceptance of MDR’s personal identifying information collection and use practices. Please see MDR’s Privacy Policy for a summary of MDR’s personal identifying information collection and use practices.
PROPRIETARY RIGHTS. You expressly acknowledge and agree that MDR transfers no ownership or intellectual property interest or title in and to the MDR Website to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the MDR Website, unless otherwise indicated, are owned, controlled, and licensed by MDR and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, MDR does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the MDR Website may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. Please be aware that MDR does enforce its intellectual property rights to the fullest extent of the law and, in particular and without limitation, with respect to illegal use of terms confusingly similar to any of MDR’s trademarks.
Any downloadable or printable programs, directories, databases, information, or materials available through the MDR Website and all copyrights, trade secrets, and know-how related thereto, unless otherwise indicated, are owned by MDR. The MDR Website, MDR, the MDR logo, and all other names, logos, and icons identifying MDR and its programs, products, and services are proprietary trademarks of MDR, and any use of such marks, including, without limitation, as domain names, without the express written permission of MDR is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
INFORMATION REQUESTS AND/OR FEEDBACK. MDR welcomes your requests for information and/or feedback about MDR’s products or services or the MDR Website. By transmitting any requests for information, feedback, material, or other content (collectively, “feedback“) to MDR, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to MDR and enable MDR to use such feedback. In addition, any feedback received through the MDR Website will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for MDR to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
LINKS TO OTHER SITES. MDR may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by MDR and are maintained by third parties over which MDR exercises no control. Accordingly, MDR expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.
THIRD-PARTY PRODUCTS/SERVICES. MDR, in its sole discretion, may post the advertisements of third parties on the MDR Website and/or feature materials, programs, products, and services provided by third parties. MDR makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the MDR Website are solely between you and such third party. Accordingly, MDR expressly disclaims responsibility and liability for all third-party provided materials, programs, products, and services contained on or accessed through the MDR Website, and you agree that MDR shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the MDR Website.
DISCLAIMER. WHILE MDR ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE MDR Website ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. MDR IS ALSO NOT RESPONSIBLE FOR ANY POSTINGS PROVIDED BY YOU THAT ARE AVAILABLE THROUGH OR FROM THE MDR Website. MOREOVER, MDR MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE MDR Website OR IN THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE MDR WEBSITE AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE MDR Website. MDR MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE MDR Website FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. MDR ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE MDR Website WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
LIMITATION OF LIABILITY. You expressly absolve and release MDR from any claim of harm resulting from a cause beyond MDR’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL MDR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE MDR Website, WITH THE DELAY OR INABILITY TO USE THE MDR Website, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE MDR Website, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF MDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF MDR FOR ANY REASON WHATSOEVER RELATED TO USE OF THE MDR Website SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO MDR IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE MONTHS.
INDEMNITY. You agree to defend, indemnify, and hold harmless MDR and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of these Terms of Use.
NOTICE OF SECURITY BREACH. In addition to the foregoing indemnification obligation, if you discover or are notified of a breach or potential breach of security with respect to any personally identifiable information provided or made available by MDR, you shall immediately (i) notify MDR of such breach or such potential breach and (ii) if the applicable data was in your possession or control, including, without limitation, in instances where such possession or control was permitted by these Terms of Use at the time of such breach or potential breach, you shall immediately (a) investigate such breach or such potential breach, (b) inform MDR of the results of such investigation, (c) assist MDR using commercially reasonable efforts in maintaining the confidentiality of such information, and (d) assist MDR as reasonably necessary to enforce MDR’s rights and to enable MDR to comply with any state or federal law requiring the provision of notice of any security breach with respect to any personally identifiable information of the affected or impacted data subjects.
GOVERNING LAW. These Terms of Use has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of Wisconsin, U.S.A. as applied to agreements entered into and completely performed in the State of Wisconsin. You and MDR each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the State of Wisconsin for any disputes between us under or arising out of these Terms of Use. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to these Terms of Use and acknowledge that either party may seek attorney’s fees in any proceeding. Any claim you might have against MDR must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to these Terms of Use and is hereby disclaimed. MDR makes no representation that the MDR Website is appropriate or available for use in other locations outside the State of Wisconsin, and access to the MDR Website from sates, territories, or nations where any aspect of the MDR Website is illegal is prohibited. You access the MDR Website on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the MDR Website. A printed version of these Terms of Use and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact MDR if you wish to receive a printed copy of these Terms of Use.
ENFORCING SECURITY ON THE SITE. Actual or attempted unauthorized use of the MDR Website may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. MDR reserves the right to view, monitor, and record activity on the MDR Website without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the MDR Website. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the MDR Website as well as to disclosures required by or under applicable law or related government agency actions. MDR will also comply with all court orders involving requests for such information. In addition to the foregoing, MDR reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the MDR Website, or any portion of the MDR Website, in order to protect the MDR Website, MDR, or MDR’s business.
TERM AND TERMINATION. These Terms of Use and your right to use the MDR Website will take effect immediately when you access or use the MDR Website and is effective until terminated as set forth below. In addition, MDR reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of these Terms of Use, to deny your access to the MDR Website or to any portion thereof in order to protect its name and goodwill, its business, and/or other Authorized Users, and these Terms of Use will also terminate automatically if you fail to comply with these Terms of Use, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate these Terms of Use at any time by ceasing to use the MDR Website, but all applicable provisions of these Terms of Use will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the MDR Website in your possession. In addition to the miscellaneous section below, the provisions concerning MDR’s proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of these Terms of Use for any reason.
MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of these Terms of Use will cause irreparable injury to MDR, such injury would not be quantifiable in monetary damages, and MDR would not have an adequate remedy at law. You therefore agree that MDR shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of these Terms of Use. Accordingly, you hereby waive any requirement that MDR post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to MDR to enforce any provision of these Terms of Use. The parties agree that these Terms of Use is for the benefit of the parties hereto as well as MDR’s licensors. Accordingly, these Terms of Use is personal to you, and you may not assign your rights or obligations to any other person or entity without MDR’s prior written consent. Failure by MDR to insist on strict performance of any of the terms and conditions of these Terms of Use will not operate as a waiver by MDR of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in these Terms of Use is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and MDR as result of these Terms of Use or your utilization of the MDR Website. Headings herein are for convenience only. These Terms of Use, along with the MDR’s Privacy Policy, represents the entire agreement between you and MDR with respect to use of the MDR Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and MDR with respect to the MDR Website.