14. Limited Access to and use of MPN Materials in Portal. In limited circumstances MPN may make available for download via the Portal certain audio and visual advertising materials, including but not limited to website templates, postcard templates, newspaper templates, video templates, brochure templates, logo templates, graphic design templates, PowerPoint and Keynote templates, Microsoft Office forms and templates, and other proprietary marketing templates (the “MPN Materials”). User hereby acknowledges and agrees that User will observe any limits on the use of such MPN Materials that are required by MPN, by law, or by anyone with an interest in such MPN Materials. The use of any MPN Materials may be discontinued at any time at MPN’s sole option, and User agrees to take any action required to discontinue such use when required. User further agrees to (a) use the MPN Materials in the form in which they have been created, without modification other than to add on, when and where permitted, User’s business contact information (such as User’s full office name, office address, e-mail address, and telephone numbers); (b) use the MPN Materials only for promoting and advertising their business and not in any way that harms, disparages, detracts from, or devalues MPN; (c) comply with any expiration date(s) for such MPN Materials, whether such dates are posted on the Portal, or communicated in any other manner; (d) upon an expiration date that applies to particular MPN Materials, immediately delete, destroy, and otherwise stop any and all usage of, any products or materials, even ones that User have created or purchased, that incorporate or use any portion of such expired MPN Materials; (e) upon any notification from MPN requiring that User do so, which may consist solely of posting the notification on the Portal, immediately delete, destroy, and otherwise stop any and all usage of, any products or materials, even ones that User has created or purchased, that incorporate or use any portion of the MPN Materials that is the subject of such notification; and (f) regularly check the Portal and any other communication from MPN for such notifications and expirations. User also hereby agrees that if User modifies the MPN Materials in any manner, including but not limited to adding on User’s business contact information, User does so at User’s own risk and User assumes any and all liability for (i) any claims that such usage is improper, including copyright infringement or a misleading or false advertisement and (ii) any and all costs incurred by MPN arising from any claims relating to User’s usage of the MPN Materials, including court costs and attorney fees. Upon termination of this Agreement by User or MPN: (i) all licenses and rights to use the MPN Materials shall immediately terminate; (ii) User will immediately cease all use of the MPN Materials; and (iii) User will immediately remove the MPN Materials from all hard drives, networks and other storage media and destroy all copies of the MPN Materials in User’s possession or under User’s control.
15. Prohibited Use of Portal. User agrees to abide by all applicable local, state, national, and foreign laws, treaties, and rules and regulations in connection with the Portal and agrees not to use the Portal or any feature, aspect, or data in, a part of, or from the Portal to: (i) Post or send any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; harvest, collect, gather, or assemble information or data regarding other Users, including, but not limited to, e-mail addresses and payment information without their consent; (ii) Transmit, upload, post or publish on the Portal any unlawful, harassing, libelous, abusive, tortious, defamatory, threatening, harmful, invasive to another’s privacy, vulgar, obscene, sexually oriented, pornographic, or otherwise objectionable material of any kind or nature; (iii) Transmit any material that User knows or should know contains a software virus or viruses, or other harmful or objectionable computer code, files, program or routine such as Trojan horses, worms, time bombs, cancel bots, or popups; (iv) Attempt to gain unauthorized access to the Website, other accounts, computer systems, networks, or Users connected to or using the Website, through password mining or any other means; (v) Interfere with or disrupt servers, networks, hardware, software, or Users connected to or using the Portal, or violate the licenses, policies, procedures, or regulations of such; (vi) Attempt to gain unauthorized access to the Portal, other accounts, computer systems, networks, or Users connected to or using the Portal, through password mining or any other means; (vii) Harass or interfere with another User’s use or enjoyment of the Portal or other User’s information or data on the Portal; (viii) Engage in “scamming”, “spoofing”, “spamming” or any other objectionable or illegal e-mail activities, whether or not using the e-mail alias address assigned by MPN to User; (ix) Transmit, upload, post or publish any material which may infringe upon any intellectual property or other rights of any person including without limitation trademark rights, copyrights, or rights of publication in any form or format without the express written authorization of the owner of the copyrighted or proprietary material. When copyrighted or proprietary material is uploaded, posted or otherwise published by User on the Portal, User agrees to include with such material all notices of copyright or claims of proprietary rights that are required by law; (x) Copy any portion of the Portal for any purpose, including, but not limited to, copy any portion of the Portal for transmission or use, directly or indirectly, on any computerized electronic exchange other than the Portal; (xi) Grant access to User’s Account to any other person; (xii) Transfer, rent, lease, grant a security interest in, or otherwise encumber in any way any portion of the Portal or any of User’s rights to access or use of the Portal, whether through this Agreement or otherwise; (xiii) Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded; (xiv) Falsify the origin or source of software or other material contained in a file that is uploaded; (xv) Transmit information that the User knows or should know is unlawful (including, but not limited to, using payment information without the express written authorization of the Cardholder as defined by the PCI DSS); or (xvi) Download any file posted by another User that User knows, or reasonably should know, cannot be legally distributed in such manner; MPN reserves the right to refrain from processing and/or to delete from the Portal any software, file, information, communication or other material or content that, in the judgment and sole discretion of MPN, is inconsistent with or contrary to the Purpose of the Portal or the prohibitions specified in this Section 15.
16. User Responsibilities: (i) User agrees no other individual or entity, including other Users, shall access the Portal through User’s Account. User agrees it shall be responsible for any and all charges, claims, liabilities, losses, damages, costs and expenses (including reasonable attorney fees) that arise from any unauthorized access to the Portal through User’s Account. User agrees to comply with all applicable laws with respect to use of the Portal and with all rules and regulations adopted by MPN governing use of the Portal. User is responsible for reading and complying with all rules, regulations, warnings, notices and instructions posted by MPN on the Portal. (ii) User is responsible for any and all information and data that User directly or indirectly places on the Portal. User shall indemnify and hold MPN and its shareholders, directors, officers, employees, and agents harmless from and against any and all claims that any information or data that User places directly or indirectly on the Portal is inaccurate, incomplete or unauthorized in any respect. (iii) User acknowledges and agrees that all information User places on the Portal is accessible by MPN at all times and may be revised by MPN to conform to any Portal requirement, although MPN is under no obligation to reformat any data and shall not be liable to User or any other person for any information or data or revisions thereto. (iv) User hereby authorizes MPN to place cookies and other files on User’s computer hard drive or other storage medium to assist the Portal in limiting access to only authorized Users and recording authentication information for the duration, activities, and content of each session of the User on the Portal. (v) User is responsible for any and all activities that occur under its Account, and must log off and exit from its Account at the end of each session of use. User shall send MPN notice immediately upon being aware or suspicious of any unauthorized use of the Portal by any person. (vi) User grants MPN full access to any information regarding User, User’s Account, any information User places on the Portal, all cookies and any other information gathered in connection with use of the Portal. User hereby consents to the use and disclosure of any and all such information and data, including as may be required by law or by governmental authority, or as MPN may from time to time deem appropriate in accordance with User’s affiliation with MPN. This access specifically excludes User’s Cardholder data as defined by the PCI DSS, which is transmitted to the authorized payment gateway and third party transaction processing system directly without being accessed or stored by MPN. (vii) User hereby grants MPN and its assigns a non-exclusive, unrestricted, perpetual royalty-free license to display, publish, and otherwise use any and all information or data User places on the Portal. (viii) User acknowledges and agrees that if MPN reasonably suspects that any material information supplied by User is untrue, inaccurate, unauthorized, not current, or incomplete, MPN in its sole and absolute discretion has the right to suspend or terminate User’s access to the Portal and may restore User’s access to the Portal after any and all defaults have been cured to MPN’s satisfaction. (ix) User authorizes MPN to send User e-mail messages and electronic communications, including but not limited to periodic company news updates, billing information, information concerning educational courses, special announcements, industry news of special interest and regional information. User further authorizes MPN and Third Parties to send commercial electronic mail messages (as defined by the CAN-SPAM Act of 2003, and acts amendatory thereto) to User at User’s current e-mail accepting address. User acknowledges and agrees that MPN may provide User’s current e-mail accepting address to Third Parties who may send User commercial electronic mail messages directly. For Canadian Users only, User opts-in under the CAN-SPAM Act of 2003 and the Canadian Anti-Spam Legislation and further authorizes MPN and Third Parties to send commercial electronic mail messages to User at User’s current e-mail accepting address. User acknowledges and agrees that MPN may provide User’s current e-mail accepting address to Third Parties who may send User commercial electronic mail messages directly. (x) User acknowledges and agrees that the Portal is not warranted or represented to be private, reliable, timely, deliverable or available on a 24 hours per day/7 days per week basis. (xi) User acknowledges the Portal will not be available or accessible during routine scheduled downtime for maintenance. (xii) User hereby certifies that User is the authorized user of the e-mail accepting address that User has provided MPN for use. (xiii) User agrees to promptly notify MPN of any change in its e-mail on file with MPN. User acknowledges that any failure to do so may adversely impact MPN, including but not limited to under the provisions of the CAN-SPAM Act of 2003 and the Canadian Anti-SPAM Legislation. Therefore, User agrees to accept and to indemnify and defend MPN from any and all liability that may arise from User’s failure to keep MPN accurately informed and updated regarding User’s current e-mail accepting address or User’s authorized user status concerning such e-mail accepting address. (xiv) User acknowledges and agrees that if User is suspended or terminated by MPN, User will not be able to access the Portal. (xv) User acknowledges that all information User places on the Portal (other than User entered statistical and Cardholder payment data) is public, and not private, communication. Further, User acknowledges that all information, pictures, analysis, postings, conferences, and other communications by other users are not endorsed by MPN and such communications shall not be considered reviewed, screened, or approved by MPN. MPN reserves the right for any reason to remove, without notice, any information received from any user. MPN reserves the right to deny, in its sole discretion, any user access to this Portal or any portion thereof without notice.