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Date of Last Revision: March 30, 2011
I. Welcome & Acceptance of Terms.
- Welcome to the MDRT Network by the Million Dollar Roundtable (“MDRT”). The MDRT Network is a business networking service and website designed to connect authorized MDRT members with one another. Specifically, the MDRT Network provides tools and services for fostering collaboration among authorized MDRT members. Through use of the MDRT Network, authorized MDRT members gain valuable insight from the shared expertise of their colleagues.
- MDRT provides the MDRT Network subject to the terms and conditions of this Agreement. You can review the most current version of this Agreement at any time at: [[ENTER URL HERE]]. MDRT reserves the right, at its sole discretion, to modify or amend these terms and conditions at any time and without prior notice to you. Any modifications to this Agreement will become effective at the time and in the manner as set forth in the amendment or when posted.
- By accessing, viewing, or otherwise using the MDRT Network, you agree to the following terms and conditions of this Agreement, without limitation or qualification. You further acknowledge that you are of the age of legal majority and are capable of forming legally binding agreement(s) under applicable law. Additionally, by accessing, viewing, or otherwise using the MDRT Network, you agree to comply with the MDRT Code of Ethics. You can review the most current version of the MDRT Code of Ethics at any time at: http://www.mdrt.org/members/community/ethics/index.asp Non-compliance with the MDRT Code of Ethics may result in: (1) the termination or suspension of your MDRT Network account or (2) the termination or suspension of your membership in the Million Dollar Round Table Association, at MDRT’s sole discretion.
- This Agreement shall take effect immediately upon your first use of the MDRT Network. If you do not agree to these terms and conditions, you are not authorized to access, view or otherwise use the MDRT Network.
III. User Obligations.
In consideration of your use of the MDRT Network, you agree to the following obligations and otherwise represent and warrant that:
- Registration Data. You will provide true, accurate, current and complete information about yourself, as prompted by the MDRT Network registration process and as requested by MDRT (collectively, the “Registration Data”). You will 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 if MDRT has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, MDRT has the right to (i) suspend or terminate your account (ii) refuse your future use of the MDRT Network and (iii) suspend or terminate your membership in the Million Dollar Round Table Association.
- Security & Access. You are solely responsible for all acts of commission and omission that occur under your account. You are solely responsible for maintaining the confidentiality of the your username and password. You agree that your account, user name and password are personal to you. You agree not to (i) sell, transfer, license your account, username or password to third parties, and (ii) permit or assist, directly or indirectly, third parties in accessing your account. You agree to (i) immediately notify MDRT of any unauthorized use of your account, username or password, and (ii) ensure that you log out from your account at the end of each session. In the event of any unauthorized use of your account, username or password by a third party, you agree to immediately log out of your account and no longer access your account until notified in writing by MDRT. Upon notification of an unauthorized use, or if MDRT has reasonable grounds to suspect that any unauthorized third party is accessing your account or using your username and password, MDRT reserves the right, in its sole discretion, to suspend and/or terminate your account (e.g., by disabling usernames and/or passwords). MDRT cannot and will not be liable for any loss or damage arising from your failure to comply with this Section III(B) or for any loss or damage arising from any suspension or termination of accounts as set forth above.
- User Conduct. In order to maximize the effectiveness of the MDRT Network, MDRT needs your help. Accordingly, access to the MDRT Network requires users to conduct themselves in a professional, courteous, respectful and lawful manner.
- Do’s. You agree to and you represent and warrant that:
- all information, data, text, messages and other material (“Material”) you upload, post, e-mail, transmit to or otherwise make available on the MDRT Network shall be true, accurate, correct and not fraudulent and not violate the trademark, copyright or other intellectual property rights of any third party;
- you will follow and comply with all applicable laws;
- you will conduct yourself in a professional manner;
- you will be courteous and not challenge or attack other participants;
- you will review and comply with notices sent by MDRT from time to time;
- you will provide constructive feedback to MDRT, when requested, for the purpose of improving our platform;
- you will respect the intellectual property rights of MDRT and others; and
- Do Not’s. You further agree not to and represent and warrant that you will not:
- duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit the MDRT Network (excluding content posted by you) except as permitted in this Agreement;
- utilize Material you view on and/or obtain from the MDRT Network to provide any service that is competitive with the MDRT Network;
- imply or state, directly or indirectly, that you are affiliated with or endorsed by MDRT or the MDRT Network unless you have entered into a written agreement with MDRT;
- impersonate any person or entity, including, but not limited to, a MDRT Network representative, or falsely state or otherwise misrepresent your affiliation with a person or entity, past or present;
- upload, post, e-mail, transmit to or otherwise use the MDRT Network to make available any Material that falsely states or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications;
- access, via automated or manual means or processes, the MDRT Network for purposes of monitoring its availability, performance or functionality or for any competitive purpose;
- unless expressly authorized in writing by MDRT, deep-link to the MDRT Network or any webpage hosting or containing the MDRT Network (i.e. including a link to a MDRT Network web page other than the MDRT Network home page) for any purpose including for the purpose of promoting yourself or your profile on the MDRT Network;
- use manual or automated software, devices, scripts, robots, other means or processes to access, “scrape,” “crawl” or “spider” any aspect of the MDRT Network or any webpage affiliated with or relating to the MDRT Network;
- engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the MDRT Network or any webpage hosting or associated with the MDRT Network;
- attempt to or actually override any security component included in or underlying the MDRT Network;
- engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
- use automated methods when using the MDRT Network (e.g., to invite users or Companies to the MDRT Network, to send messages using the MDRT Network, etc.);
- remove, cover or otherwise obscure any form of advertisement included as part of the MDRT Network;
- interfere with or disrupt the MDRT Network, including but not limited to any servers or networks connected to the MDRT Network, or disobey any requirements, procedures, policies or regulations of networks connected to the MDRT Network;
- use or attempt to use another’s account or create a false identity on the MDRT Network;
- upload, post, e-mail, transmit to or otherwise use the MDRT Network to make available any Material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, discriminating, invasive of another’s privacy, hateful, or racially, ethically or otherwise objectionable;
- upload, post, e-mail, transmit to or otherwise use the MDRT Network to make available any Material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- upload, post, e-mail, transmit to or otherwise use the MDRT Network to make available any Material that includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation such as but not limited to (i) using the MDRT Network invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact or entity; (ii) using the MDRT Network to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (iii) sending messages to distribution lists, newsgroup aliases, or group aliases;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the MDRT Network;
- interfere with or disrupt the MDRT Network or servers or networks connected to the MDRT Network;
- intentionally or unintentionally violate any applicable local, state, national or international law or regulations that have the force of law;
- “stalk” or otherwise harass, abuse or harm another party;
- Post price related information or any other information that is anti-competitive or otherwise not in compliance with the antitrust laws;
- rent, lease, loan, trade, sell/re-sell access to the MDRT Network or any Material or derivatives thereof, in whole or part;
- remove any copyright, trademark or other proprietary rights notices contained in or on the MDRT Network, including those of MDRT or any of its licensors;
- collect, use or transfer any Material, including but not limited to, personally identifiable information obtained from the MDRT Network except as expressly permitted in this Agreement or by the owner of such information may expressly permit;
- upload, post, e-mail, transmit to or otherwise use the MDRT Network to make available any Material that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, e-mail, transmit to or otherwise use the MDRT Network to make available any Material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of MDRT or of any third party;
- collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the paragraphs above.
- Objectionable Material. MDRT may or may not pre-screen Material uploaded, posted, e-mailed, transmitted to or otherwise made available via the MDRT Network. MDRT and its designees shall have the right, but not the obligation, in their sole discretion to pre-screen, refuse or remove any Material that violates this Agreement or is otherwise objectionable.
IV. Ownership & Accuracy of Material Available on the MDRT Network.
- MDRT does not claim ownership of Material you upload, post, e-mail, transmit or otherwise make available through the MDRT Network. However, with respect to Material you submit or make available to the MDRT Network, you hereby grant MDRT a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use the Material solely in connection with the MDRT Network.
- For the avoidance of doubt, you acknowledge, consent and agree that MDRT may access, preserve and disclose your account information and Material if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Material violates or violated the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of MDRT, MDRT Network users or Companies, and the public.
- You understand that all Material available on the MDRT Network is the sole responsibility of the user from whom such Material originated. This means that you, and not MDRT, are entirely responsible for all Material that you upload, post, e-mail, transmit or otherwise make available via the MDRT Network.
- You agree that you must evaluate, and bear all risks associated with, the use of any Material, including any reliance on the accuracy, completeness, or usefulness of such Material. Furthermore, you agree that any Material relating to the financial services industry that you upload, post, email, transmit or otherwise make available via the MDRT Network is in compliance with applicable insurance or security laws and regulations.
- MDRT does not control the Material uploaded, posted e-mailed or transmitted or otherwise made available via the MDRT Network and, as such, does not guarantee the accuracy, integrity or quality of such Material.
- Under no circumstances will MDRT be liable in any way for any such Material, including but not limited to, any errors or omissions in any Material, or any loss or damage of any kind incurred as a result of the use of any Material posted, e-mailed, transmitted or otherwise made available via the MDRT Network.
V. Intellectual Property of MDRT.
- You acknowledge and agree that the MDRT Network and any necessary software used in connection with the MDRT Network (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Material contained in advertisements or information presented to you through the MDRT Network or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by MDRT or the applicable licensor (such as an advertiser, registered Company or registered user), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the MDRT Network, such Material or the Software, in whole or in part.
- Subject to the terms of this Agreement, MDRT grants you a limited, personal, revocable, non-transferable, non-exclusive and non-sublicensable right and license to use the object code of its Software; provided that you do not otherwise (and do not allow any third party to) copy, modify, create a derivate work from, reverse engineer, reverse assemble or otherwise attempt to discovery any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the MDRT Network. You further agree not to reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any Software. You agree not to access the MDRT Network by any means other than through the interface (e.g., web interface) that is provided by MDRT for use in accessing the MDRT Network.
- You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the MDRT Network (including any advertisements and Software).
- You agree that all of MDRT’s trademarks, service marks, trade names and other MDRT logos and brand features, and product and service names are trademarks and the property of MDRT (collectively the “MDRT Marks”). Without MDRT’s prior written permission, you agree not to display or use in any manner the MDRT Marks.
- Notwithstanding anything herein to the contrary, you expressly understand and agree that:
- MDRT shall have no liability or responsibility for any actions or omissions by you whether or not such actions or omissions were facilitated by the MDRT Network.
- Your use of the MDRT Network and Software is at your sole risk. The MDRT Network and Software are provided as an “as is” and “as available” basis. MDRT and its subsidiaries, affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
- MDRT and its subsidiaries, affiliates, officers, agents, employees, directors, partners and licensors make no warranty, express or implied, that (i) the MDRT Network or the Software will meet your requirements; (ii) the MDRT Network or the Software will be uninterrupted, timely, secure or error-free; (iii) the results that may be obtained from the use of the MDRT Network or the Software will be accurate or reliable; (iv) the quality of any products, services or Material purchased or obtained by you through the MDRT Network or the Software will meet your expectations; (v) any Material will be accurate, clear or complete; and (vi) any errors in the Software will be corrected.
- Any Material downloaded or otherwise obtained through the use of the MDRT Network or Software is accessed at your own discretion and risk, and you will be solely responsible for and hereby waive any and all claims and causes of action with respect to any damage to you or your property, computer system, internet access, download or display device, or loss of data that results from the download of any such Material.
- MDRT and its subsidiaries, affiliates, officers, agents, employees, directors, partners and licensors make no warranty, express or implied, regarding the accuracy, legality, or validity of any tax or legal advice provided via the MDRT Network, whether provided by MDRT or a third party. MDRT accepts no liability whatsoever for any error or omission in such advice. Your are urged to check with tax and legal professionals in your State, Province or Country regarding any such tax or legal advice. MDRT also suggests that you consult with your local insurance and securities regulations and your Company’s Compliance Department pertaining to the use of any new sales material.
- No advice or Material, whether oral or written, obtained by you from the MDRT Network or MDRT or through or from the MDRT Network or the Software shall create any warranty not expressly stated in this Agreement.
VII. Indemnity & Limitation of Liability.
- You agree to indemnify and hold MDRT and its subsidiaries, affiliates, officers, agents, employees, directors, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by you or any third party due to or arising out of: (i) any false or fraudulent claims made by you; (ii) Material that you submit, post, transmit, modify or otherwise make available through the MDRT Network; (iii) your use of the MDRT Network; (iv) your connection to the MDRT Network; (v) your violation of this Agreement or law; or (vi) your violation of any rights of another.
- You expressly understand and agree that MDRT and its subsidiaries, affiliates, officers, agents, employees, directors, partners and licensors shall not be liable to you for any punitive, indirect, incidental, special, consequential or exemplary damages, including, but not limited to damages, for loss of profits, goodwill, use, data or other intangible losses (even if MDRT has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the MDRT Network; (ii) unauthorized access to or alteration of your transmissions or data; (iii) statements or conduct of any third party on the MDRT Network; or (iv) any other matter relating to the MDRT Network.
- You may terminate your MDRT Network account by submitting such termination request to MDRT.
- You agree that MDRT may, with or without cause and with or without prior notice, immediately terminate, limit your access to or suspend your MDRT Network account. Cause for such termination, limitation of access or suspension shall include, but is not limited to: (a) breaches or violations of this Agreement; (b) requests by law enforcement or other government agencies; (c) discontinuance or material modification to the MDRT Network; (d) unexpected technical or security issues or problems; (e) engagement by you in fraudulent or illegal activities, and/or (f) nonpayment of any fees owed by you in connection with the MDRT Network. Further, you agree that all terminations, limitations of access and suspensions shall be made in MDRT’s sole discretion and that MDRT shall not be liable to you or any third party for any termination, limitation of access or suspension of your account.
- Termination of your account may include any or all of the following: (a) removal of access to all or part of the offerings within the MDRT Network; (b) deletion of your password and all related information, files, content and Material associated with or inside your account (or any part thereof); and (c) barring of further use of all or part of the MDRT Network.
- Reservation of Rights. MDRT expressly reserves all rights not expressly granted to you herein. We grant you no other rights, implied or otherwise.
- Links. The MDRT Network may provide, or third parties may provide, links to other world wide web sites or resources. You acknowledge and agree that MDRT is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any information, data, text, messages, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that MDRT shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such information, data, text, messages, advertising, other materials, goods or services available on or through any such site or resource.
- No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
- Entire Agreement. This Agreement constitutes the entire agreement between you and MDRT as it pertains to your use of the MDRT Network, superseding any prior version of this Agreement between you and MDRT with respect to the MDRT Network.
- Choice of Law and Forum. You and MDRT each agree that this Agreement and the relationship between the parties shall be governed by the laws of the State of Illinois, without regard to its conflict of laws provisions, and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to this Agreement, or the relationship between you and MDRT, shall be brought exclusively in the courts located in the county of Cook, Illinois, or in the U.S. District Court for the Northern District of Illinois. You and MDRT agree to submit to the personal jurisdiction of the courts located within the county of Cook, Illinois or in the Northern District of Illinois, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
- Waiver and Severability of Terms. The failure of MDRT to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and that the other provisions of the Agreement remain in full force and effect.
- No Right of Survivorship and Non-Transferability. You agree that your MDRT Network account is non-transferable and any rights to your account terminate upon your death.
- No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation or exploitation of the MDRT Network or of any Material or any advertising used or displayed through the MDRT Network.
- No Assignment and Delegation. You may not assign or delegate any rights or obligations under this Agreement and any purported assignment and delegation shall be ineffective. MDRT may freely assign or delegate all rights and obligations under the Agreement, fully or partially. As used herein, an “assignment “ includes any assignment by operation of law (i.e. a merger) or any change of control, unless the change of control is due to a public offering. For the avoidance of doubt, an “assignment” shall not include the organizational restructuring of any party (e.g., a change from a limited liability company to a corporation).
- Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
- Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Legal Counsel of Record for MDRT: Vedder Price P.C., c/o Michael E. Reed, 222 North LaSalle Street, Suite 2600, Chicago, IL 60601.
II. Use of Information Provided.
- If you voluntarily provide information, you consent to the collection and use of your personally identifiable information by MDRT. However, MDRT does not sell or rent personal information collected through the MDRT Network to anyone.
- If you have voluntarily provided personally identifiable information, MDRT may, from time to time, send mail or e-mail to you regarding products and services. If you do not want to receive such offers and mailings, you can easily indicate that by notifying MDRT that you no longer wish to receive such offers and mailings.
- MDRT may utilize a standard Internet technology called “cookies” to collect information about how the MDRT Network is accessed and utilized. Cookies can allow a web site operator to determine that a user visited the site in the past and thus save and remember preferences that the user may have set while browsing the site. Cookies do not allow the Web site to retrieve any other data from your hard drive or obtain your e-mail address. MDRT may also make use of memory-based cookies in support of authenticating the user. While users maintain the ability to modify browser settings to either accept all cookies, provide notification when a cookie is sent, or reject all cookies, it may not be possible to utilize certain features on the MDRT Network if a browser is set to reject cookies.
IV. Other Sites.
- This site may contain links to other sites, including third party sites. While MDRT strives to link only to sites that share our high standards and respect for privacy, MDRT is not responsible for the privacy practices employed by other sites. If you have questions or concerns regarding this statement, you should contact us at firstname.lastname@example.org.