SUMMARY

This Subscriber Agreement and Terms of Use for Website with User-Generated Material template describes the conditions under which an end user can use, access, and post content to the website. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses.

Under this template, the website visitor agrees to the terms of use of a website upon visiting the site, which terms will apply even if the visitor has not affirmatively read the terms of use, although this agreement also features an acceptance button. This template agreement incorporates a royalty-free, perpetual, irrevocable, worldwide nonexclusive license granting the website owner the right to use any user-created submissions to the website. The agreement also specifies that the website can be used for only for non-commercial purposes.

1. READ THIS.

   This Terms of Use Agreement ("Agreement" or "Terms of Use") is made by and between Metropolitan Warehouse & Delivery Corp. [hereinafter "Company"], a New Jersey corporation, with offices at 960 High Street, Perth Amboy, NJ 08861, and you, the user ("you", "your" or "User").

   This Agreement contains the complete terms and conditions that govern the use of the Company's website(s) ("Website" or "Websites" or "Site"). BY CLICKING THE "I AGREE" BUTTON BELOW OR BY ACCESSING, VISITING, BROWSING, USING, OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OF THIS WEBSITE, OR OTHER COMPANY SOFTWARE, SERVICES, WEBSITES, OR CONTENT (COLLECTIVELY THE "SERVICES"), YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.

   IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEBSITE. COMPANY RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT COMPANY'S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS WEBSITE OR THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

   THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERCEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO [link to updated Agreement] You are hereby put on notice that you are obligated to periodically review this document to make yourself aware of any changes hereto and any continued use of the Site shall constitute your acceptance thereof.

2. ACCESS TO THIS SITE.

   To access this Site, Site resources, links or other content, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all the information you provide will be correct, current, and complete. If Company believes the information you provide is not correct, current, or complete, Company has the right to deny access to this Site, or to any of its resources, and to terminate or suspend your access at any time.

3. APPLICABLE USE OF SITE.

   You may use this Site only for purposes expressly permitted by this Agreement. As a condition of your use of Company's Websites, you warrant to Company that you will not use the Websites for any purpose that is unlawful, immoral, or otherwise prohibited by these terms, conditions, and notices.

4. NO CO-BRANDING OR FRAMING.

   You may not use or authorize any party to co-brand or frame any Company Websites without the express prior written permission of an authorized representative of Company in each instance. For purposes of these Terms of Use, "co-branding" means to display a name, logo, trademark, trade name, service mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Site or content accessible within this Site. For purposes of these Terms of Use, "framing" refers to displaying any Company webpage within a bordered area of another website, regardless of whether the address of the originating Company Website is visible. Furthermore, you agree to cease any unauthorized co-branding or framing immediately upon notice from Company.

5. NO UNLAWFUL ACCESS.

   You agree that you will not use Company's Websites in any manner that could in any way disable, overburden, damage, or impair the Websites or otherwise interfere with any other party's use of the Websites. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through the authorized use of the Websites.

6. PERSONAL AND NON-COMMERCIAL USE LIMITATION.

   You agree not to, without the consent of Company: (a) reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Content or any service provided by the Site, (b) use the Content or any services provided by the Site, or (c) provide access to the Content or any service provided by the Site. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works of, transfer, sell, or otherwise infringe upon any intellectual property rights related to any information, content, software, products or services obtained from or otherwise connected to Company's Websites, in whole or in part.

7. PROPRIETARY INFORMATION.

   You acknowledge and agree that the Website's Content, including any necessary software used in connection with the Website and any of the Services provided by the Website ("Software"), contain proprietary and confidential information that is the property of Company and its licensors and is protected by applicable intellectual property and other laws. No rights or title to any of the Content or Software used in connection with the Website is provided, transferred or assigned to you. You further acknowledge and agree that Content contained in advertisements or information presented to you through the Website or advertisers is protected by copyright, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Website or its advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Content or Software, in whole or in part. You also acknowledge Company's exclusive rights in the Website's trademarks and service marks.

8. HYPERLINKING.

   This Site may be hyperlinked to and by other websites which are not maintained by, or related to, Company. Hyperlinks to such sites are provided as a service to Users and are not sponsored by, endorsed or otherwise affiliated with this Site or Company. Company has not reviewed any or all of such sites and is not responsible for the content of any linking sites, and any links made directly from a Company Website to another web page should be accessed at the User's own risk. Company makes no representations or warranties about the content, completeness, quality or accuracy of any such website, and as such, shall not be liable in connection with any loss, damage, cost or injury associated with any access thereto via this Site.

9. RIGHT TO TERMINATE ACCESS.

   Company reserves the right to monitor use of this Site to determine compliance with these Terms of Use, as well as the right to edit or remove any information or materials, in whole or in part, at its sole discretion. Company reserves the right to terminate your access at any time without notice for any reason whatsoever.

10. DISCLOSURE UNDER LAW.

    Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

11. PERSONALLY IDENTIFIABLE INFORMATION.

    Company agrees that it will treat any personally identifying information that you submit through this Site in accordance with the terms outlined in its Privacy Policy, as well as in conformance with all applicable laws, rules, and regulations.

12. DISCLAIMER & LIMITATIONS ON LIABILITY.

    You understand that Company cannot and does not guarantee or warrant that files available for downloading from the Company Websites will be free of viruses, worms, Trojan horses, or other code that may cause damage or harm to your computer(s) or network(s). You acknowledge that you will be solely responsible for implementing and/or adhering to sufficient procedures and checkpoints to protect your computer(s) and network(s), and that you will maintain adequate means of backup of your personal data, external to this Website. Company further disclaims any responsibility to ensure that the Content located on its Websites is necessarily complete and up-to-date.

    USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE'S SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE WEBSITE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE WEBSITE MAKES NO WARRANTY THAT (1) ITS SERVICE WILL MEET YOUR REQUIREMENTS, (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE RESULTS OF USING THE SERVICE WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH YOUR USE OF THE WEBSITE OR ANY OF ITS SERVICES WILL MEET YOUR EXPECTATIONS, OR (5) THAT ANY ERRORS IN THE WEBSITE'S SOFTWARE WILL BE CORRECTED.

    COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE.

13. INDEMNITY.

    YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND CONTRACTORS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") HARMLESS FROM ANY BREACH OF THESE TERMS OF USE BY YOU, INCLUDING ANY USE OF CONTENT OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE. YOU AGREE THAT THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH BREACH OR UNAUTHORIZED USE, AND YOU AGREE TO INDEMNIFY ANY AND ALL RESULTING LOSS, DAMAGES, JUDGMENTS, AWARDS, COSTS, EXPENSES, AND ATTORNEYS' FEES OF THE INDEMNIFIED PARTIES IN CONNECTION THEREWITH. YOU WILL ALSO INDEMNIFY, DEFEND, AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE OF THE INFORMATION ACCESSED FROM THIS SITE.

14. TRADEMARKS AND COPYRIGHTS.

    Trademarks, service marks, logos, trade names, and copyrighted works (hereinafter, "Intellectual Property") appearing on this Site are the property of Company or the party that provided the Intellectual Property to Company. Company and any party that provides Intellectual Property to Company retain all rights with respect to any of their respective Intellectual Property appearing in this Site and do not transfer at any time to user and/or any other third party.

15. SECURITY.

    Any passwords used for this Site are for individual use only. You will be responsible for the security of your password(s) at all times. From time to time, Company may require that you change your password. You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Company reserves the right to release your account details to the system administrators of other websites and/or the authorities in order to assist them in resolving security incidents. Company reserves the right to investigate suspected violations of these Terms of Use. Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity of anyone making available any materials that are believed to violate these Terms of Use.

    BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS NOT SPECIFICALLY SET FORTH HEREIN, AND AGREE TO HOLD COMPANY HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.

16. DISPUTES.

    If there is any dispute about or involving these Terms of Use, you agree that any dispute shall be governed by the laws of the State of New Jersey, notwithstanding any principles of conflicts of law. You specifically consent to personal and exclusive jurisdiction by and venue in the State and Federal courts of Middlesex County, New Jersey in connection with any dispute between you and Company arising out of or involving this Agreement. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION BY YOU AGAINST THE COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE WEBSITE OR ANY SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

17. MISCELLANEOUS.

    (a) If any part of these Terms of Use is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

    (b) These Terms of Use constitute the entire agreement among the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Company with respect to Company's Websites. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Website or any of its Services. Company may revise these Terms of Use at any time by updating this posting. You should review the Agreement from time to time to determine if any changes have been made to the Agreement. Your continued use of the Website after any changes have been made to this Agreement signifies and confirms your acceptance of any changes or amendments to this Agreement.

    (c) The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Company must be in writing and signed by an authorized representative of the Company.

    (d) The section titles in the Agreement are for convenience only and have no legal or contractual effect.

    Please report any violations of this Agreement to the Company itsupport@gomwd.com.

    If you have any questions regarding this Agreement, please contact us at itsupport@gomwd.com.