Mainstreetmoments.com Terms of Service

WELCOME TO THE MAINSTREETMOMENTS.COM COMMUNITY WEB SITE (THE “COMMUNITY”)!  THANK YOU FOR CONSIDERING JOINING OUR COMMUNITY.  THE FOLLOWING TERMS AND CONDITIONS GOVERN THE COMMUNITY AND ANY CONTRIBUTIONS THAT YOU MAKE AS A MEMBER.

The Community is owned and run by Everythingmidwestern LLC.

By registering as a member of the Community, you agree to the following terms and conditions, and any changes or modifications made and published online by Everythingmidwestern LLC (the “Community Manager”) from time to time without notice to you (herein collectively referred to as the "Terms of Service").  Any changes will be posted on http://mainstreetmoments.com and will take effect immediately upon posting.  

Please read these terms and conditions and any changes carefully.
IF, AT ANY TIME, YOU DO NOT AGREE WITH THE TERMS OF SERVICE, PLEASE REFRAIN FROM FURTHER USE OF THE COMMUNITY.  These rules and guidelines have been created to protect all users and ensure that the site works for all. If you encounter another member who fails to abide by these rules in any manner, including but not limited to, using improper, threatening, or harassing language and/or behavior, please contact us immediately. By agreeing to these terms, you are entrusted to abide by the provisions of these Terms of Service and take personal responsibility for your own actions.

When reading the Terms of Service you should understand that the terms “we”, “our” and “us” each refer to the Community Manager as defined below and the term “you” refers to you AND the organization for which you work IF that organization holds ownership of development over works you create.

1.  COMMUNITY MANAGER IS THE PROVIDER OF VENUES FOR INTERACTION.  Community Manager is an information service that provides venues for the shared communication of information by and among members of the Community.  We call “Venues” interactions like events, meetings, forums, exchanges, conferences, trade shows, web sites, on-line discussions, wikis, e-mail dialogues, web or phone conferences and any other form of interaction we offer to persons or entities which register for the Venues (the “Members”).  The Community is also a Venue.  Our service is to facilitate the sharing of information among Members at these Venues.  We use the shorthand “Service” to describe what we do.
The Community Manager reserves the right to edit or remove any contributions for any or no reason.  Reasons include, but are not limited to, potential cases of copyright infringement and libel, without respect to financial loss or legal liability.

2. Registration Information/Privacy Policy

When you register for the website, you will be required to provide certain information  including your email address. In addition to information required during registration, you may later voluntarily choose to provide additional information.

Except as provided herein, WE will not sell to any third party your name, address, email address and member name, unless you provide your informed consent, except to the extent necessary to comply with applicable laws, police investigations, or in legal proceedings where such information is relevant. WE allow access to database information by third parties providing technical services, but only to the extent necessary to provide you with those services. In those instances, the third party is bound by these terms. Your informed consent shall be in the form of an "opt in" or similar policy. You understand and agree that WE may disclose to third parties your zip code, gender and/or age. In addition, you agree that WE may assign, sell, license, or otherwise transfer to a third party, your name, address, email address, member name and any other personal information in connection with an assignment, sale, joint venture, or other transfer or disposition of a portion or all of the assets or stock of Everythingmidwestern LLC or its affiliated entities. WE reserve the right to offer you third party services and products based on the preferences that you identify during the registration process or preferences you select for your mainstreetmoments.com account  and based on your subsequent preferences; such offers may be provided to you by us.

3.  LICENSE.  One of the stated purposes of the Community is to publish online articles at mainstreetmoments.com based on the content contributed to the Community by the Members (the “Community”).  In addition, the Community Manager intends to exercise its rights to publish that Content in a variety of forms of media and publications, including, but not limited to publication of books, physical publications and on-line publications.  The Community Manager needs to have broad license rights to the Content so that claims are not made against the Community Manager at any later time.
BY CONTRIBUTING CONTENT, YOU ARE ASSERTING THAT YOU HAVE THE RIGHT TO GRANT THE COMMUNITY MANAGER A LICENSE TO THAT CONTENT.
IF YOU DO NOT WANT TO GIVE US LICENSE TO THE CONTENT YOU CONTRIBUTE TO THE COMMUNITY, OR IF YOU DO NOT OWN THE RIGHTS TO DO SO, THEN PLEASE DO NOT CONTRIBUTE THE CONTENT TO THE COMMUNITY.  THE DECISION TO CONTRIBUTE CONTENT TO THE COMMUNITY AND TO LICENSE THE CONTENT TO THE COMMUNITY MANAGER IS ENTIRELY YOURS TO MAKE. 

Holding the license to copy, modify, distribute, perform and display the content is an essential requirement for the Community Manager. 

In consideration of the Community Manager providing you with membership to the Community, you hereby grant to the Community Manager a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, display, perform, sublicense and distribute the Content in any form of media now existing or hereafter created.  The Community Manager hereby grants back to you   the Creative Commons “Attribution Non-Commercial” license to create derivative works based on the Content created by the Community.  Such license may be found at http://creativecommons.org/licenses/by-nc/2.5/legalcode.

4.  REPRESENTATIONS.  The Community Manager’s operation of the Community and Venues depends, in large part, upon assurances that the Content provided (such as images or text) is not subject to any legal rights of a third party.  The legal rights of a third party may take the form of copyright ownership, or proprietary and/or confidential information, the confidentiality of which your employer or another entity may have bound you to preserve. As such, by contributing content you represent and warrant that you and/or your organization owns or otherwise controls all of the copyrights to the Content, you have the full right and authority to grant these rights to such Content to the Community Manager, that none of such Content is subject to any copyright of a third party and use by the Community Manager will not infringe any copyrights of any third party. You further represent and warrant that you will not provide your or your organization’s confidential or proprietary information to us and that you have the authority to enter into this Agreement on behalf of your organization and that the Content you contribute is not libelous.
You also represent that you do not live in a country that is currently under embargo or boycott by the United States.

5.  BREACH.  You agree that we may limit your activity, immediately remove you from any Venue, warn our Community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our Services to you if you breach this Agreement or the documents incorporated herein or if we believe that your actions may cause financial loss to or legal liability for you our Members, or us. We reserve our right to pursue other remedies available at law as well.

6.  NO WARRANTY.  EXCEPT AS EXPLICITLY PROVIDED IN THIS TERMS OF SERVICE, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS AND OUR SUPPLIERS PROVIDE OUR VENUES, THE COMMUNITY AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state and country to country.

7.  LIMITATION OF LIABILITY.  Like all businesses, we need to limit our risk of liability in some way.  As such, we need to specifically disclaim liability for certain types of damages and to limit our damages in certain other cases.  We do this so that you can be assured that we will be able to provide Services to you now and in the future, not because we are hiding from any liability we might have.
IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR OUR SUPPLIERS BE LIABLE FOR ANY INDIRECT DAMAGES, LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR VENUES, THE COMMUNITY, THE SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).  OUR MAXIMUM CUMULATIVE LIABILITY IS LIMITED FOR ALL DAMAGES IS LIMITED TO $10.
Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

8.  GOVERNING LAW AND FORUM. 
We are partial to the laws and the courts of the State of South Dakota because our headquarters is located here.  As such, this Agreement is governed by and construed in accordance with the laws of the State of South Dakota, excluding its conflicts of laws rules.  In order to allow us to more easily enforce the terms and conditions of this Agreement, you consent to the exercise of jurisdiction over you by a South Dakota state or federal court.  
If you cannot be subject to the terms of this Agreement, but still wish to participate in the project, please contact the Community Manager at info@everythingmidwestern.com and we can discuss alternative terms under which you can participate in the Community.

9. Termination
We reserve the right, at our sole discretion, to immediately, without notice to suspend or terminate (i) these Terms of Service; (ii) your registration with or ability to access the website and/or any other service provided to you by EVERYTHINGMIDWESTERN LLC upon any breach by you of the Terms of Service.

10. Modifications of mainstreetmoments.com
At any time WE may modify or discontinue the website with or without notice to you and without liability to you or any third party.

11. Registration and Password
You are responsible for maintaining the confidentiality of your Information and password. You shall be responsible for all uses of your registration, whether or not authorized by you. You agree to immediately notify EVERYTHINGMIDWESTERN LLC of any unauthorized use of your registration or password.

12. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EVERYTHINGMIDWESTERN LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

EVERYTHINGMIDWESTERN LLC MAKES NO WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES EVERYTHINGMIDWESTERN LLC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE. EVERYTHINGMIDWESTERN LLC WILL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER FORSEEABLE OR NOT, WHICH MAY RESULT FROM THE UNAVAILABILITY OR MALFUNCTION OF THE WEBSITE.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DATA LOSS THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

YOU UNDERSTAND AND AGREE THAT EVERYTHINGMIDWESTERN LLC DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY INFORMATION IN OR PROVIDED IN CONNECTION WITH THE WEBSITE. EVERYTHINGMIDWESTERN LLC IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION. THE INFORMATION IS PROVIDED WITH THE UNDERSTANDING THAT NEITHER EVERYTHINGMIDWESTERN LLC NOR ITS MEMBERS, WHILE SUCH MEMBERS ARE PARTICIPATING IN THE WEBSITE, ARE ENGAGED IN RENDERING LEGAL, MEDICAL, COUNSELING OR OTHER PROFESSIONAL SERVICES OR ADVICE. EVERYTHINGMIDWESTERN LLC ENCOURAGES YOU TO SEEK APPROPRIATE PROFESSIONAL ADVICE OR CARE FOR ANY SITUATION OR PROBLEM THAT YOU MAY HAVE.

EVERYTHINGMIDWESTERN LLC SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED IN THIS SERVICE AREA. YOUR PARTICIPATION IN THE WEBSITE IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EVERYTHINGMIDWESTERN LLC OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

EVERYTHINGMIDWESTERN LLC MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE WEBSITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE.

EVERYTHINGMIDWESTERN LLC IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WORLD WIDE WEB PAGES THAT IS CONTAINED OUTSIDE EVERYTHINGMIDWESTERN LLC's SITE. As a convenience to our members, we may provide links to resources that are beyond our control. We make no representations as to the reliability, validity, quality, suitability, functionality or legality of any sites to which we may provide links, and you hereby waive any claim you might have against EVERYTHINGMIDWESTERN LLC with respect to such sites.

13. Indemnification
You agree to indemnify and hold each of EVERYTHINGMIDWESTERN LLC, their parents, subsidiaries, affiliates, officers, consultants and employees, harmless from any claim or demand, including attorneys' fees, made by any third party due to or arising out of your use of the website, the violation of these Terms of Service by you, or the infringement by you, or any other subscriber of your account, of any intellectual property or other right of any person or entity.

14. Applicable Law
These Terms of Service shall be governed by and construed in accordance with the laws of the State of South Dakota, without giving effect to its conflict of laws provisions.

15. Remedies for Breach of these Terms by You
In the event that EVERYTHINGMIDWESTERN LLC determines, at its sole discretion, that you have breached any portion of these Terms of Service, or have otherwise demonstrated conduct inappropriate for the community of the website, EVERYTHINGMIDWESTERN LLC reserves the right to (i) warn you via e-mail that you have violated these Terms of Service; (ii) delete any content provided by you or your agent(s) to the website, (iii) delete all content provided by you to the website, (iv) discontinue your registration with the website and/or any other EVERYTHINGMIDWESTERN LLC community; (v) notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (vi) any other action which EVERYTHINGMIDWESTERN LLC deems to be appropriate.

16. Severability
In the event that any provision of the Terms of Service conflicts with the law under which the Terms of Service are to be construed or if any such provisions are held invalid by a court with jurisdiction over the parties to the Terms of Service, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of these Terms of Service will remain in full force and effect.

17. Miscellaneous
The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Terms of Service or to exercise any right under the Terms of Service will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect.

EVERYTHINGMIDWESTERN LLC may assign its rights and obligations under these Terms of Service and upon such assignment EVERYTHINGMIDWESTERN LLC may be relieved of any further obligation hereunder.

You represent to EVERYTHINGMIDWESTERN LLC that you have the authority to register with the website according to these Terms of Service.

These Terms of Service and any Additional Terms (as such terms shall be identified when posted on the website by EVERYTHINGMIDWESTERN LLC) constitute the entire understanding between the parties as to subject matter hereof, and supersede all prior agreements and understandings. Any legally unenforceable provision of these Terms of Service will, at the election of EVERYTHINGMIDWESTERN LLC, be deleted or modified to correct the defect and, regardless, the remainder of the terms of these Terms of Service will remain valid and enforceable.
 

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