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Terms of Use
These Terms of Use ("Terms") govern the access and use of MNI's ("MNI," "us," "we," and "our") websites, including, but not limited to, mni.net, industryselect.com, and industrynet.com (collectively, the "Sites") by you, the identified individual, organization, or other legal entity ("you", "your" or "User(s)"). By using the Sites you accept these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree, please do not use the Sites.
PLEASE BE AWARE THAT THESE TERMS OF USE CONTAIN CLASS ACTION AND ARBITRATION PROVISIONS THAT MAY AFFECT YOUR RIGHTS.
WE MAY CHANGE THESE TERMS FROM TIME TO TIME BY POSTING A REVISED VERSION OF THE TERMS ON THIS SITE. PLEASE REVIEW THIS SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE SITES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS.
Services
Right to Use
The Sites is available only to individuals who are over 18 years of age and competent to agree to the Terms. You agree to abide by the Terms, our Privacy Policy, and all applicable local, state, national, and international laws and regulations when using this Sites. If you are agreeing to the Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to the Terms on that organization or entity's behalf and bind them to the Terms.
Limited License
Subject to the Terms and our Privacy Policy, and in consideration of any applicable fees, we grant the User a non-exclusive, non-transferable, revocable, limited license to access and use the Sites for your own business purpose, and in accordance with the services, any applicable usage limits included in your subscription plan, and our posted policies.
In order to access some services offered via the Sites, you may be required to agree and execute a License Agreement and/or other relevant agreements ("Agreements") as required by MNI, and may obligate you to additional responsibilities when using the Sites.
Acceptable Use
You acknowledge and agree that at all times in your use of the Sites you will: (a) comply with the Terms; (b) comply with all applicable laws, rules, regulations, statues, and ordinances; (c) keep secure, confidential, and comply with all international privacy laws and regulations applicable to any personal data you collect and use in connection with the Sites; (d) monitor and control all activity conducted through your account in connection with the Sites; (e) use commercially reasonable efforts to prevent unauthorized access to, disclosure of, or use of the Sites; and (f) notify us immediately of any such unauthorized use or access.
Prohibited Use
You acknowledge and agree that at all times in your use of the Sites you will not do the following:
• Use the Sites in violation of these Terms or in any unlawful manner;
• Use the Sites for any purposes other than your own business activities;
• Use the Sites for the purposes of sending spam or junk email;
• Use the Sites in any way that would violate international privacy laws and regulations;
• License, sub-license, sell, resell, rent, lease, transfer, distribute, timeshare or otherwise make any portion of the Sites available for access by third parties;
• Interfere with or disrupt the integrity or performance of the Sites;
• Reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code of any software making up the Sites;
• Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Sites or to extract or export data collected using the Sites;
• Access the Sites in order to build a competitive product or service;
• Use the Sites to stalk, harass, bully, or harm another individual;
• Use the Sites in any way that is misleading, unlawful, defamatory, obscene, invasive, threatening, or otherwise objectionable.
If you undertake any of the aforementioned actions, your privileges to use the Sites may, at our discretion, be terminated or suspended in accordance with these Terms.
International Users
The Sites are controlled, operated, and administered by MNI from within the United States. MNI makes no representation that the Sites are available for access or use at other locations outside the U.S. However, any access or use from outside the U.S. is still subject to these Terms. Access to the Sites is expressly prohibited from territories where the Sites or any portion thereof are illegal. You agree not to access or use any information or materials on the Sites in violation of U.S. export laws and regulations, or in violation of any laws or regulations in the country from which you are accessing the Sites.
Intellectual Property
MNI Sites are subject to copyright and other intellectual property rights under U.S. laws and international conventions.
Our Trademark Notice is incorporated herein by reference.
Our Copyright Notice is incorporated herein by reference.
You agree the Sites are the property of MNI and that you have no ownership, right, title, interest, nor any part thereof. MNI reserves all rights not expressly granted in and to the Sites. You agree to not engage in the use, copying, or distribution of anything contained within the Sites unless we have given you express written permission.
Third Parties
Third Party Services
If Users procure services, applications, or online content from a third party for use with the Sites, any such use is subject to the end-user license or use agreement that User accepts from or establishes with the third party. MNI has no liability with respect to User's procurement or use of third party services.
Links to Third Parties
The Sites may contain links to third party websites and/or provide email contacts for third parties. MNI makes no endorsement of such third parties, nor any representation or warranty regarding anything that takes place between you and any such third parties, including, without limitation, visits to third party websites, email correspondence with third parties, third party content, policies, or practices, and business or other transactions with third parties found through the Sites. Such third parties are independent from and not controlled by MNI. It is up to you to take whatever precautions are necessary in order to protect against viruses, worms, Trojan horses, or other malicious code.
Third Party Content
MNI is a distributor and not a publisher of the content supplied by third parties on the Sites. MNI does not have editorial control over such content. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties are those of the respective authors or distributors and not of MNI or any of its officers, directors, employees, or agents. MNI does not guarantee the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.
In certain instances, the content available on the Sites represents the opinions and judgments of the respective third party, whether or not under contract with MNI. MNI neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, submission, posting, or statement made on the Sites by anyone other than authorized MNI employees. Under no circumstances shall MNI or any of its officers, directors, employees, or agents, be liable for any loss or damage caused by your reliance on any content or other information obtained through the Sites.
Advertisers / Sponsors
The Sites may contain third party advertisements and/or sponsorships. The advertisers and/or sponsors that provide these advertisements and sponsorships are solely responsible for insuring that the materials submitted for inclusion on the Sites are accurate and comply with all applicable laws. MNI is not responsible for the acts or omissions of any advertiser or sponsor.
Suspension of Access
MNI may suspend User's access to the Sites immediately if User has, or MNI reasonably suspects based on documented evidence that User has engaged in Prohibited Uses, or misappropriated or infringed MNI's intellectual property rights. MNI will have no liability to you for the period of suspension.
Confidentiality
Confidential Information
"Confidential Information" means all information of a party disclosed to the other party, whether orally or in writing, that is designated as confidential or is information which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, any pricing information, any proprietary materials provided, including product plans, technology and technical information, business and marketing plans, and business processes disclosed by such party.
Confidentiality and Disclosures
Each party will protect the other's Confidential Information from unauthorized use, access or disclosure in the same manner as each party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each party may use the other party's Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms.
Each party may disclose Confidential Information (a) solely to the employees and/or non-employee service providers and contractors on a need to know basis and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.
Representations, Warranties and Disclaimers
Authority
Each party represents and warrants that it has the requisite power and authority to enter into the Terms, and that User will use the Sites, and MNI will provide the Sites to User, in accordance with all applicable laws, rules and regulations.
Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS OR APPLICATIONS. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH YOUR SUBSCRIPTION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Information contained on the Sites may have been derived from information supplied by, or available through, third parties. Although we believe that the information supplied is generally correct, we do not assume any responsibility whatsoever for its accuracy. In addition, we assume no liability and make no warranty with respect to claims of patent, trademark, or copyright infringement or other similar claims which may arise out of or in connection with the use of any third party information listed on the Sites.
Indemnification
You agree to defend, indemnify, and hold harmless MNI, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Sites; (b) your violation of any of the Terms; and (c) any claim that your use of the Sites harmed a third party. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under the Terms. In such cases, you agree to cooperate with any reasonable requests assisting us in the defense of such matters. This indemnification will survive the Terms and your use of the Sites.
Limitations of Liability
Exclusion of Damages
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS ABOVE, IN NO EVENT WILL EITHER PARTY OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR GOODWILL), WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS THESE TERMS, MNI'S AGGREGATE LIABILITY TO USER WITH RESPECT TO ANY SINGLE INCIDENT OR SERIES OF RELATED INCIDENTS ARISING OUT OF THESE TERMS SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY USER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR SERIES OF RELATED INCIDENTS. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. USER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THE MANDATORY ARBITRATION OBLIGATIONS BELOW IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THE ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY MNI TO USER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Dispute Resolution and Mandatory Arbitration
Informal Dispute Resolution
In the event of any controversy or claim arising out of or relating to the Terms, the parties agree to use their reasonable efforts to settle any dispute, claim, or disagreement directly through consultation ("Informal Dispute Resolution"), and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time Informal Dispute Resolution is initiated, then either party may initiate binding arbitration as the sole means to resolve claims subject to the terms set forth below.
Mandatory Arbitration
You and MNI hereby agree that any dispute, claim, or disagreement arising out of relating to the Terms and the Sites will be settled in binding arbitration between you and MNI, and not in a court of law. The Federal Arbitration Act governs the interpretation and enforcement of this obligation to arbitrate.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures available at adr.org ("Rules"). Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs.
Arbitration shall be initiated and take place in Cook County, Illinois. If the relief sought is less than $10,000 (USD), then either party may choose whether the arbitration will be conducted on the basis of documents provided to the arbitrator or through a telephonic hearing, subject to the arbitrator's discretion to require an in-person hearing.
Class Action Waiver
You and MNI agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
Survival
This section shall survive the termination of the Terms and your use of the Sites.
General Provisions
Feedback
Users may, from time to time, provide suggestions, comments, corrections, ideas, enhancement or feature requests, or other information (collectively "Feedback") to MNI with respect to the Sites. You grant to us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sites any Feedback provided by you relating to the operation of the Sites.
Assignment
Neither party may transfer or assign its rights or obligations under the Terms to any third party without the prior written approval of the other party, except for an assignment to an affiliated company or to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets or voting securities.
Notices
All notices under the Terms shall be in writing and be deemed to have been given upon: (a) personal delivery, (b) two (2) business days after mailing or deposing with a nationally recognized courier, or (c) immediately upon delivery by electronic mail (provided email shall not be sufficient for notices of an indemnifiable claim). Notices to MNI shall be addressed to:
MNI
Attention: Legal
1633 Central Street
Evanston, IL 60201
legal@mni.net
Governing Law
The validity, construction, and performance of the Terms and the legal relations between you and MNI shall be governed by and construed in accordance with the laws of the State of Illinois, excepting its choice of law rules if the application of such rules would result in the laws of another jurisdiction being applied. Notwithstanding you and MNI's agreement to mandatory arbitration, either party may seek any interim or preliminary injunctive relief from a court of competent jurisdiction in Cook County, Illinois, as necessary to protect the party's rights or property pending the completion of arbitration. You and MNI hereby submit to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Cook County, Illinois.
Force Majeure
MNI shall not be liable for any delay or failure in performance to the extent caused by a condition, such as natural disaster, an act of war or terrorism, acts of God, civil unrest, labor condition, governmental action, Internet disturbance, or acts undertaken by third parties, including without limitation, a denial of service attack beyond MNI's reasonable control.
Severability
If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Terms will remain in effect.
Non-Waiver
No failure or delay by either party in exercising any right under the Terms will constitute a waiver of that right.
Entire Agreement
Except as expressly agreed to in writing by us, the Terms constitute the entire agreement between the parties with respect to the Sites, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties. In the event you execute any Agreements with us and there is any conflict or inconsistency with the Terms, the order of precedence shall be: (1) the Agreements, and (2) these Terms.
If you have any questions these Terms, please contact us at:
MNI
Attention: Legal
1633 Central Street
Evanston, IL 60201
legal@mni.net
Last Updated: August 2020
 
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