Terms of Use

1.1              User Content Generally.  Certain features of the Services may permit users to post content, including messages, reviews, photos, video, images, folders, data, text, and other types of works (collectively, “User Content”) and to publish User Content on the Services.

1.2              Limited License Grant.  By posting or publishing User Content, you grant MORPC a perpetual, worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).  Any such use of your User Content by MORPC may be without any compensation paid to you.

1.3              Limited License Grant to Other Users.  By posting and sharing User Content with another user of the Services, you hereby grant that user a non-exclusive license to access and use such User Content as permitted by this Terms of Use and the functionality of the Services.

1.4              User Content Representations and Warranties.  You are solely responsible for your User Content and the consequences of posting or publishing User Content.  By posting and publishing User Content, you affirm, represent, and warrant that:

• you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize MORPC and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 1 and in the manner contemplated by MORPC and this Terms of Use; and
• your User Content, and use of your User Content as contemplated by this Terms of Use, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.
• By creating an account with us, you guarantee you are 18 years of age or older and all personal information you provide is accurate

1.5              User Content Disclaimer.  MORPC is under no obligation to edit or control User Content that you or other users post or publish, and MORPC will not be in any way responsible or liable for User Content.  MORPC may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in MORPC’s sole judgment violates this Terms of Use or is otherwise objectionable.  You understand that when using the Services you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent or objectionable.  You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against MORPC with respect to User Content.  MORPC expressly disclaims any and all liability in connection with User Content.  If notified by a user or content owner that User Content allegedly does not conform to this Terms of Use, MORPC may investigate the allegation and determine in its sole discretion whether to remove the User Content, which MORPC reserves the right to do at any time and without notice.

1.1              DMCA Notification.  MORPC complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended).  If you have any complaints with respect to material posted on the Services, you may contact MORPC’s Designated Agent using the contact information at the end of this Terms of Use.

Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information:

i.                    an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

ii.                  a description of the copyrighted work or other intellectual property that you claim has been infringed;

iii.                a description of the material that you claim is infringing and where it is located on the Services;

iv.                your address, telephone number, and email address;

v.                  a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

vi.                a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

1.1              use the Services for any illegal purpose, or in violation of any local, state, national, or international law;

1.2              post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

1.3              violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property rights;

1.4              interfere with security-related features of the Services, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Services except to the extent that such activity is expressly permitted by applicable law;

1.5              interfere with the operation of the Services or any user’s enjoyment of the Services, including without limitation by (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, (ii) making unsolicited offers or advertisements to other users of the Services, (iii) attempting to collect, personal information about users or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Services, or violating the regulations, policies, or procedures of such networks, equipment, or servers;

1.6              perform any fraudulent activity including impersonating any person or entity, claiming false affiliations, accessing the Services accounts of others without permission, or falsifying your name, age, date of birth or other personal information;

1.7              sell or otherwise transfer the access granted by this Terms of Use or any Materials (as defined in Section 9) or any right or ability to view, access, or use any Materials; or

1.8              attempt to do any of the prohibited acts described in this Section 3, or assist or permit any persons in engaging in any of the acts described in this Section 3.

1.1              MORPC may provide tools through the Services that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on MORPC with an account on the third party service, such as Twitter, Instagram or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons).  By using these tools, you agree that MORPC may transfer such information to the applicable third party service.  Such third party services are not under MORPC’s control, and MORPC is not responsible for their use of your exported information.  The Services may also contain links to third party websites.  Such linked websites are not under MORPC’s control, and MORPC is not responsible for their content.

If you violate any provision of this Terms of Use, your permission to use the Services will terminate automatically.  Additionally, MORPC, in its sole discretion, may terminate your user account on the Services or suspend or terminate your access to the Services at any time, with or without notice.  MORPC also reserves the right to modify or discontinue the Services at any time (including, without limitation, by limiting or discontinuing certain features of the Services) without notice to you.  MORPC will have no liability whatsoever on account of any change to the Services or any suspension or termination of your access to or use of the Services.

If you provide feedback to MORPC regarding the Service (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize MORPC to use that Feedback without restriction and without payment to you.  Accordingly, you hereby grant to MORPC a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, and fully sublicensable right to use the Feedback in any manner and for any purpose. MORPC provides no assurances that any reported problems will be resolved by MORPC even if MORPC elects to provide a response or information with the goal of addressing a problem.

1.1              Privacy Policy.  Please read the MORPC Privacy Policy (follow the link at the bottom of  www.morpc.org) carefully for information relating to MORPC’s collection, use, storage and disclosure of your personal information.  The MORPC Privacy Policy is hereby incorporated by reference into, and made a part of, this Terms of Use.

1.2              Additional Terms.  Your use of the Services is subject to any and all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that MORPC may post on or link to on the Services (the “Additional Terms”), such as end user license agreements for any downloadable applications that MORPC may offer, or rules applicable to particular features or content on the Services, subject to Section 8 below.  All such Additional Terms are hereby incorporated by reference into, and made a part of, this Terms of Use.

MORPC reserves the right, at its discretion, to change this Terms of Use on a going-forward basis at any time.  Please check this Terms of Use periodically for changes.  If a change to this Terms of Use materially modifies your rights or obligations, you will be required to accept such modified terms in order to continue to use the Services.  Material modifications are effective upon your acceptance of such modified Terms of Use.  Immaterial modifications are effective upon publication.  For the avoidance of doubt, disputes arising under this Terms of Use will be resolved in accordance with this Terms of Use in effect that the time the dispute arose.

The Services is owned and operated by MORPC.  The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, Software, services, and all other elements of the Services (the “Materials”) provided by MORPC are protected by all relevant intellectual property and proprietary rights and applicable laws.  All Materials contained in the Services are the property of MORPC or our third party licensors.  Except as expressly authorized by MORPC, you may not make use of the Materials.  MORPC reserves all rights to the Materials not granted expressly in this Terms of Use.

You agree that you will be responsible for your use of the Services, and you agree to defend, indemnify, and hold harmless MORPC and each of their officers, directors, employees, consultants, affiliates, subsidiaries, agents, and distributors (collectively, the “MORPC Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Services; (ii) your violation of this Terms of Use or any representation, warranty, or agreements referenced in this Terms of Use, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party.  MORPC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.

THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED.  THE MORPC ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.  THE MORPC ENTITIES DO NOT WARRANT THAT THE SERVICES OR ANY PART OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING THE MORPC ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS TERMS OF USE.  YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALINGS WITH OTHER SERVICES USERS, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES.  YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES AT YOUR OWN DISCRETION AND RISK, AND AS BETWEEN YOU AND THE MORPC ENTITIES, YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSON OR PROPERTY (INCLUDING YOUR PERSONAL PROPERTY USED IN CONNECTION WITH THE SERVICES) OR LOSS OF DATA OR ANY OTHER LOSS THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

IN NO EVENT WILL THE MORPC ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE MORPC ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

YOU AGREE THAT THE AGGREGATE LIABILITY OF THE MORPC ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICES (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES) OR OTHERWISE UNDER THIS TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID TO MORPC NAME  FOR ACCESS TO AND USE OF THE SERVICES IN THE TWELVE MONTHS PRIOR TO THE CLAIM OR (ii) $100.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.  ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS TERMS OF USE BETWEEN THE PARTIES.  THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF USE.  THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

This Terms of Use is governed by the laws of the State of Ohio without regard to conflict of law principles.  To the extent that any lawsuit or court proceeding is permitted hereunder, you and MORPC agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Columbus, Ohio for the purpose of litigating all such disputes.  MORPC operates the Services from its offices in Ohio and it makes no representation that Materials included in the Services are appropriate or available for use in other locations.

This Terms of Use, together with the EULA, Warranty, Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire and exclusive understanding and agreement between you and MORPC regarding your use of and access to the Services, and except as expressly permitted above may be amended only by a written agreement signed by authorized representatives of all parties to this Terms of Use.  You may not assign or transfer this Terms of Use or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent.  MORPC may assign this Terms of Use at any time without notice.  The failure to require performance of any provision will not affect MORPC’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Terms of Use or any provision of this Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself.  Use of section headers in this Terms of Use is for convenience only and will not have any impact on the interpretation of particular provisions.  If any part of this Terms of Use is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.  Upon termination of this Terms of Use, any provision that by its nature or express terms should survive will survive such termination or expiration.

1.1              Generally.  In the interest of resolving disputes between you and MORPC in the most expedient and cost effective manner, you and MORPC agree that any and all disputes arising in connection with this Terms of Use will be resolved by binding arbitration.  Arbitration is more informal than a lawsuit in court.  Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts.  Arbitrators can award the same damages and relief that a court can award.  Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Terms of Use, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of this Terms of Use.  YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS TERMS OF USE, YOU AND MORPC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

1.2              Exceptions.  Notwithstanding Section 15.1, we both agree that nothing in this Terms of Use will be deemed to waive, preclude, or otherwise limit either of our right to: (i) bring an individual action in small claims court; (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address intellectual property infringement claims.

1.3              Arbitrator.  Any arbitration between you and MORPC will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Terms of Use, and will be administered by the AAA.  The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting MORPC.

1.4              Notice; Process.  A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail (“Notice”).  MORPC’s address for Notice is located in the contact information at the end of this Terms of Use.  The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”).  We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within thirty (30) days after the Notice is received, you or MORPC may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by you or MORPC must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.  If our dispute is finally resolved through arbitration in your favor, MORPC will pay you: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by MORPC in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000, whichever is greater.

1.5              Fees.  If you commence arbitration in accordance with this Terms of Use, the payment of any fees will be decided by the AAA Rules.  Any arbitration hearings will take place at a location to be agreed upon in Columbus, Ohio provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.  If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules.  In such case, you agree to reimburse MORPC for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules.  Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.  The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits. In the event of a dispute, and unless otherwise prohibited by law or expressly noted herein, each party will bear their own attorney’s fees and other costs.

1.6              No Class Actions.  YOU AND MORPC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, unless both you and MORPC agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

1.7              Modifications.  If MORPC makes any future change to this arbitration provision (other than a change to MORPC’s address for Notice), you may reject any such change by sending us written notice within thirty (30) days of the change to 111 Liberty Street, Suite 100, Columbus, OH 43215 for Notice, in which case your account with MORPC will immediately be terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.

1.8              Enforceability.  If Section 15.6 is found to be unenforceable or if the entirety of this Section 15 is found to be unenforceable, then the entirety of this Section 15 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 13 will govern any action arising out of or related to this Terms of Use.

2.                  Consent to Electronic Communications.  By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy.  Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices.  You agree that any notices, agreements, disclosures, or other communications that MORPC sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

3.                  Contact Information.  The services hereunder are offered by MORPC.  You may contact us at info@morpc.org. If you are an Ohio resident, you may have this Terms of Use mailed to you electronically by sending an e-mail with a request for this Terms of Use.