September 15th, 2017
Welcome to MidstreetCapital.com, which is operated by Midstreet Capital LLC (“Company“, “we“, “us” or “our“). Please read these Terms of Use (“Agreement“) carefully, as it constitutes legally binding terms and conditions and applies to your use of (a) the websites located at https://midstreetcapital.com, all corresponding web pages associated with the foregoing URL (the “Site“) and (b) any content, information, features, functionality and services offered by us through the Site (collectively, and together with the Site, the “Services“). This Agreement applies whether you are accessing the Services via a wireless or mobile device, a personal computer or any other technology or device (each, a “Device“). This Agreement does not cover other services, websites or any corresponding content, features, and activities made available by any other company or third party, unless specifically stated.
THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMITS OUR LIABILITY TO YOU. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AND IN THEIR ENTIRETY, AS USING, ACCESSING AND/OR BROWSING OUR SITE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM AND CONDITION SET FORTH HEREIN, PLEASE EXIT OUR SITE IMMEDIATELY AND DO NOT USE, ACCESS AND/OR BROWSE IT FURTHER.
In order to protect the identity and personal information of our clients, the images that appear on https://midstreetcapital.com and all corresponding web pages associated with the foregoing URL (the “Site”) are fictional representations with no actual relation to those persons who use the Services. Any resemblance to real persons, living or dead, is purely coincidental. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Terms of Use.
Our Privacy Policy is hereby incorporated into this Agreement by reference as though fully set forth herein. To the extent that there is a conflict between this Agreement and any other agreement, this Agreement shall govern.
Services.
[Subject to the terms of this Agreement, Midstreet Capital facilitates and educates small businesses, real estate investors and community banks on capital strategies that are specific to their needs. Specifically, Midstreet Capital will function as an online portal where small businesses, entrepreneurs, real estate investors, lenders and other professional service providers can request to receive a newsletter from Midstreet Capital or request a consultation and where Midstreet Capital can provide information about various financing options available to small businesses, entrepreneurs, real estate investors or lenders through blog posts, articles, videos and links to other resources.]
Modifications.
We may modify this Agreement from time to time and at any time in our sole discretion. We will post or display notices of material changes on the Services and/or notify you via other electronic means. The form of such notice is at our discretion. Once we post or make them available on the Services, these changes become effective immediately and if you use the Services after they become effective, it will signify your agreement to be bound by the changes. We recommend that you check back frequently and review this Agreement regularly so you are aware of the most current rights and obligations that apply to you.
Authority; Authorization.
If you are using the Services, in whole or in part, on behalf of any business, organization or other third party (each, an “Obligor“), then you hereby represent and warrant that (i) you have the full right, power and authority to enter into this Agreement on behalf of the Obligor and to create a legal, valid and binding obligation on Obligor enforceable against Obligor in accordance with the terms hereof; (ii) all corporate, organizational and other proceedings required to be taken by Obligor to authorize your agreement to, and performance under, this Agreement have been taken and all necessary licenses, authorizations, permits, consents and approvals required have been obtained; and (iii) your use of the Services on behalf of the Obligor does not and shall not violate any applicable law, rule or regulation or require any additional consent or other action by any other person or entity. IN THE EVENT YOU ARE USING THE SERVICES, IN WHOLE OR IN PART, ON BEHALF OF AN OBLIGOR, THE TERMS “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL MEAN, COLLECTIVELY, YOU AND THE OBLIGOR, AND THIS AGREEMENT SHALL BE, JOINTLY AND SEVERALLY, BINDING UPON AND ENFORCEABLE AGAINST YOU AND THE OBLIGOR FOR ALL PURPOSES HEREUNDER. Company hereby represents and warrants that (i) Company has the full right, power and authority to enter into this Agreement and to create a legal, valid and binding obligation on Company enforceable against Company in accordance with the terms hereof; (ii) all corporate, organizational and other proceedings required to be taken by Company to authorize its agreement to, and performance under, this Agreement have been taken and all necessary licenses, authorizations, permits, consents and approvals required have been obtained; and (iii) Company’s provision of the Services does not and shall not violate any applicable law, rule or regulation or require any additional consent or other action by any other person or entity.
Limited License.
Company grants you a non-exclusive, non-transferable, non-sublicenseable, revocable license to access and use our Site and Services strictly in accordance with this Agreement. Your use of the Services is solely for internal, personal, non-commercial purposes, unless otherwise provided in this Agreement. No print out or electronic version of any part of the Services may be used by you in any litigation or arbitration matter whatsoever under any circumstances. Subject to the limited rights expressly granted hereunder, we and our licensors reserve all of our/their right, title and interest in and to the Services, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
User Materials.
General.
The Services will provide you with the opportunity to submit, upload, transmit, display or otherwise make available text and information via the Services for use in connection with commenting on blog posts, and any other features and functionality available on or in connection with the Site (collectively, “User Materials“). By submitting User Materials, you acknowledge and agree that the term “User Material” also includes, without limitation, and refers to all of the information you submit or we may receive that is related to your User Material.
DISCLAIMERS.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR THE CONSEQUENCES OF ALL USER MATERIALS THAT YOU SUBMIT, UPLOAD, DISPLAY, TRANSMIT OR OTHERWISE MAKE AVAILABLE. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE IN ANY WAY FOR USER MATERIALS, INCLUDING, WITHOUT LIMITATION, ERRORS OR OMISSIONS IN ANY USER MATERIALS (OR THE USE THEREOF), OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ANY USER MATERIALS SUBMITTED, UPLOADED, DISPLAYED, TRANSMITTED OR OTHERWISE MADE AVAILABLE, INCLUDING, WITHOUT LIMITATION, THE ACCURACY, INTEGRITY, QUALITY OR CONTENT OF SAME. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL USER MATERIALS MADE BY MEANS OF OR IN CONNECTION WITH ANY PORTION OF THE SERVICES SHALL BE MADE PUBLICLY AVAILABLE VIA THE SITE, THE SERVICES OR OTHER PLATFORM OR STOREFRONT AND THAT YOU HAVE NO EXPECTATION OF PRIVACY IN ANY USER MATERIAL. FURTHER, USER MATERIALS DO NOT REFLECT THE VIEWS OF COMPANY OR ITS AFFILIATES, AND YOU UNDERSTAND THAT BY USING THE SERVICES, YOU MAY BE EXPOSED TO OTHER PEOPLE’S USER MATERIALS THAT COULD BE OFFENSIVE, INDECENT OR OBJECTIONABLE AND, AS SUCH, COMPANY DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, QUALITY OR CONTENT OF ANY USER MATERIALS.
Retention of Rights; Representations and Warranties.
COMPANY DOES NOT ACQUIRE ANY TITLE OR OWNERSHIP RIGHTS IN THE USER MATERIALS THAT YOU SUBMIT AND/OR MAKE AVAILABLE VIA SERVICES. After you submit, upload, transmit, display or otherwise make available any User Material, you continue to retain any such rights that you may have in such User Material, subject to the rights, licenses and privileges granted herein. You also represent, warrant and covenant that (a) you own the your User Materials or otherwise have the right to grant the rights, licenses and privileges described in this Agreement and to perform and comply with all of the requirements set forth herein; (b) your submission, uploading, transmission, display and/or making available of User Materials does not violate this Agreement, any rights of any other party or entity, any of your obligations, any law, rule or regulation or violate any intellectual property, proprietary, privacy, moral, publicity or other rights of any party or entity; (c) you have the legal right and capability to enter into this Agreement and perform and comply with all of its terms; and (d) you hold and shall continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement and shall pay for all royalties, fees, and any other monies owing to any person or entity by reason of your User Materials.
License Grant.
In connection with all User Materials you submit, upload, transmit, display or otherwise make available on, through or in connection with the Services, you grant to Company a worldwide, non-exclusive, perpetual, sublicensable, fully paid-up and royalty-free right and license to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, promote and otherwise exploit all or any portion of your User Material for purposes of and in connection with (a) the provision of the Services and (b) displaying, exhibiting, marketing and featuring same in connection with the promotion of Company, the Services and any other Company products and services (in each instance, without notification or other obligation to you or any third party).
Unauthorized User Material.
You may not submit, upload, transmit, display or otherwise make available, in any manner, any User Material that we deem to be Unauthorized User Material (as defined herein). We have the right, but not the obligation, to review any User Material and to delete, remove, move, edit or reject, without notice to you, for any reason or for no reason whatsoever, any User Materials, including, without limitation, any Unauthorized User Materials; provided, however, that Company shall have no obligation or liability to you or any third party for failure to do so or for doing so in any particular manner. As used herein, the term “Unauthorized User Material” means any User Material that (a) is or may be construed as violating this Agreement, (b) is deemed to be unacceptable to Company, as determined in Company’s sole discretion, or (c) violates the terms of Section 6.
Unauthorized User Conduct.
The use of the Services for unlawful or harmful activities is not allowed and you are solely responsible for your conduct in connection with the Services. You represent, warrant and agree that, while using the Services, you shall not:
engage in or encourage conduct that would violate any applicable law, rule, regulation, judicial or government order or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity;
submit, upload, transmit, display or otherwise make available through the Services any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, descriptions or accounts of excessive violence or sexual acts (including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals), contains a link to an adult website or is patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
submit, upload, transmit, display or otherwise make available through the Services any material that you do not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any other person or entity;
engage in or encourage conduct that affects adversely or reflect negatively on Company, its affiliates, the Services, our goodwill, name or reputation or causes duress, distress or discomfort to us or anyone else, or discourage any person or entity from using all or any portion, features or functions of the Services or from advertising or becoming a supplier to us in connection with the Services;
submit, upload, transmit, display or otherwise make available through the Services any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Services or the rights or use or enjoyment of the Services by any other user;
impersonate any person or entity or falsely state or otherwise represent your affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Services;
solicit personal identifying information for unlawful purposes from other users or engage in spamming, flooding, harvesting of email addresses or other personal information, “spidering”, “screen scraping”, “phishing”, “database scraping”, or any other activity with the purposes of obtaining lists of other users or other information; or
modify, reverse engineer, decompile or disassemble any part of the Services, whether in whole or in part, or create any derivative works from any part of the Services, or encourage, assist or authorize any other person to do so.
Company assumes no responsibility for monitoring the Services for inappropriate content or conduct. If at any time Company chooses in its sole discretion to monitor the Services, Company nonetheless assumes no responsibility for User Materials, assumes no obligation to modify or remove any User Materials, and no responsibility for the conduct of any user. Company reserves the right to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates, or is suspected of violating, this Section 6, including, without limitation, reporting you to law enforcement authorities. Further, you acknowledge, consent and agree that Company may access, preserve and disclose your account and registration information and any other content or information if required to do so by law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with the legal process; (b) enforce this Agreement; (c) respond to claims that any content or information violates the rights of any third party; (d) respond to your requests for customer or technical service; or (e) protect the rights, property or personal safety of Company, users or any third parties.
Company Proprietary Rights.
General; Retention of Rights.
As between you and Company, Company owns, solely and exclusively, all right, title and interest in and to the Services and all content, information and materials contained and/or made available through or in connection with the Services (excluding User Materials) (“Company Content“), and all such Company Content is protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, rules, regulations and treaties. The term “Company Content” includes, without limitation, all audio/visual content, artwork, photographs, illustrations, graphics, logos, copy, text, computer code, application and other software, music (including the musical compositions therein), data, user interfaces, visual interfaces, information, materials, and all copyrightable or otherwise legally protectable elements of the Services, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Services, and any copyrights, trademarks, service marks, trade names, trade dress, patent rights, database rights and/or other intellectual property and/or proprietary rights therein (including with respect to any content contained and/or made available in any information presented to you via the Services). Unless the context clearly requires otherwise or we explicitly set forth in writing, the term “Services” includes “Company Content” as well.
Limited Use; Restrictions.
The Services are to be used solely for your non-exclusive, non-assignable, non-transferable and limited use and for no other purposes. You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Services, including, without limitation, notices on any Company Content you transmit, download, display, print, stream or reproduce from the Services. You shall not, nor shall you allow any third party (whether or not for your benefit or otherwise) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website or platform), or otherwise use, any Company Content without the express, prior written consent of Company or its owner if Company is not the owner. Moreover, the framing or scraping of or in-line linking to the Services or any Company Content contained thereon and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Company Content made available on or through the Services other than as expressly authorized by us is prohibited. You further agree to abide by exclusionary protocols (e.g., Robot.txt, Automated Content Access Protocol (ACAP), etc.) used in connection with the Services. Any unauthorized or prohibited use of any Company Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, local laws, or applicable foreign laws, rules, regulations and treaties. We require users to respect our copyrights, trademarks, and other intellectual property rights and shall enforce same. We likewise respect the intellectual property of others. If you believe that the Services contain elements that infringe your copyrights in your work, please follow the procedures set forth in Section 8 below.
Digital Millennium Copyright Act.
If you are a copyright owner or an agent thereof and believe that any content on the Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA“) by providing our Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details): A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works on the Services; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if applicable, e-mail address; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Written notification of claimed infringement must be submitted to the following Designated Agent:
Name and Address of Designated Agent:
Midstreet Capital LLC
120 Wood Ave South, Suite 508
Iselin, NJ 08830
[email protected]
Client Support.
For assistance with technical issues or customer support inquiries in connection with the Services, please contact [email protected].
Third Party Services and Content.
The appearance, availability, or your use of (a) URLs or hyperlinks referenced or included anywhere in connection with the Services or any other form of link or re-direction of your connection to, with or through the Services, or (b) any third party websites, content, data, information, applications, goods, services or materials, including Platforms (collectively, “Third Party Services“) does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of Company, its affiliates, or any of their respective successors and assigns, directors, officers, employees, representatives, agents, licensors, advertisers, suppliers, operators or service providers. We do not verify, endorse, or have any responsibility for Third Party Services and any third party business practices (including, without limitation, their privacy policies), whether the Services’ or Company’s logo and/or sponsorship identification is on the Third Party Services as part of a co-branding or promotional arrangement or otherwise. If any Third Party Services you interact with obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability. Accordingly, we encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Third Party Service you use.
Personal Information.
We respect your privacy and the use and protection of your personally identifiable information. In the course of your use of the Services, you may be asked to provide certain personalized information about you to us (such information referred to hereinafter as “Personal Information“). Our information collection and use policies with respect to the privacy of such Personal Information are set forth in the Privacy Policy. We encourage you to read the Privacy Policy, and to use it to help make informed decisions. You acknowledge and agree that you are solely responsible for the accuracy and content of Personal Information.
Indemnity.
You agree to indemnify, defend and hold Company, its affiliates, and their respective successors and assigns, directors, officers, employees, representatives, agents, licensors, advertisers, operators, suppliers and service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with (a) your use of the Services, (b) your breach or violation of this Agreement or (c) your User Materials. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to reasonably cooperate with us, at our cost and expense, upon our request. Company agrees to indemnify, defend and hold you, your affiliates, and your and their respective successors and assigns, directors, officers, employees, representatives, agents, licensors, suppliers and service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with Company’s breach or violation of this Agreement. You reserve the right to assume the exclusive defense and control of any matter subject to indemnification by Company and all negotiations for its settlement or compromise, and Company agrees to reasonably cooperate with you, at your cost and expense, upon your request.
DISCLAIMER AND LIMITATIONS OF LIABILITY.
THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH OUR SITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF CONDUCT OR DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE) TO THE MAXIMUM EXTENT PERMITTED BY LAW. OUR SITE AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. COMPANY, INCLUDING ALL OUR AFFILIATES, HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OR ACCESS OF OUR SITE, SERVICES AND/OR CONTENT. COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OR ACCESS OF OUR SITE, SERVICES AND/OR CONTENT, INCLUDING, BUT NOT LIMITED TO, RELATED SOFTWARE. COMPANY DOES NOT REPRESENT OR WARRANT THAT OUR CONTENT, OUR SERVICES, OR ANY SOFTWARE FOUND WITHIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT ANY SUCH ITEMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT OR SOFTWARE AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND REMOVE VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES SOMEHOW ATTRIBUTED TO OUR SITE, SERVICES AND/OR CONTENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT AND RELATED SOFTWARE FROM OR THROUGH OUR SITE OR SERVICES AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. WE, AS WELL AS ALL OF OUR AFFILIATES, ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. OUR SITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH OUR SITE, SERVICES AND/OR CONTENT SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Services, including, without limitation, User Materials and Company Content associated with your use of the Services.THE PARTIES HERETO UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER PARTY, NOR ANY OF ITS RESPECTIVE AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATORS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS, SHALL BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SERVICES OR FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.
You further understand and acknowledge the capacity of the Services, in the aggregate and for each user, is limited. Consequently, some messages and transmissions, including, without limitation, User Content, may not be processed in a timely fashion or at all, and some features or functions, including, without limitation, updates, may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that Company assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions or User Content or for any failure or delay associated with any User Content and you are hereby expressly advised not to rely upon the timeliness or performance of the Services for any transactions or User Content.
Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in this Agreement may not apply to the parties hereto.
Indemnification.
You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, the “Indemnified Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees (collectively, “Losses”), related to your violation of this Agreement or use of our Services. Without limiting the generality of the foregoing, you agree to indemnify, defend and hold the Indemnified Parties harmless from any Losses related to or arising in connection with any of your User Content, including, without limitation, Losses related to or arising in connection with any claim, demand, suit or proceeding made or brought against the Indemnified Parties by a third party alleging that your User Content infringes or misappropriates such third party’s intellectual property rights.
Force Majeure.
Neither party hereto shall be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance of any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay results directly or indirectly from any cause beyond the reasonable control of such party, including, without limitation, an act of war or terrorism, failure of electricity supply, systems or connections, service interruptions, natural disaster, third party service provider failure or delay in performance, civil commotion, governmental action, labor dispute, act of God or other causes beyond the reasonable control of such party.
Assignment.
This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Company without restriction, notice or other obligation to you or any third party.
Governing Law; Miscellaneous.
This Agreement contain the entire understanding and agreement between you and Company concerning the Services and supersedes any and all prior or inconsistent understandings relating to the Services and your use thereof. This Agreement cannot be changed orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and this Agreement shall be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow you or us to enforce its meaning shall survive the termination of this Agreement; however, no action arising out of this Agreement or your use of the Services, regardless of form or the basis of the claim, may be brought by you or us more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). The failure of Company or you to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.
This Agreement and your use of the Services is governed by, construed and enforced in accordance with the internal substantive laws of the State of New Jersey (notwithstanding the state’s conflict of laws provisions) applicable to contracts made, executed and wholly performed in New Jersey, and, for the purposes of any and all legal or equitable actions, the parties hereto specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of New Jersey and County of Middlesex and agree that they shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise.
Any legal controversy or legal claim arising out of or relating to this Agreement and/or our Service, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, website operations, intellectual property, and our Services, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Middlesex County, New Jersey, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or us may seek any interim or preliminary relief from a court of competent jurisdiction in Middlesex County, New Jersey necessary to protect the rights or property of you and us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs.
Company is based in the United States and the Services are controlled and hosted by Company from its offices in the United States. Company makes no representation or warranty that the Services or Company Content contained on or made available in connection therewith is legal, appropriate or available for use in other locations. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with any and all local laws, rules and regulations, if and to the extent local laws, rules and regulations are applicable. No software made available in connection with the Services may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.
In order to protect the identity and personal information of our clients, the images that appear on https://midstreetcapital.com and all corresponding web pages associated with the foregoing URL (the “Site”) are fictional representations with no actual relation to those persons who use the Services. Any resemblance to real persons, living or dead, is purely coincidental. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Terms of Use.
As with most other websites, Midstreet Capital collects and may use the data from website visitors contained in log files. The information in the log files include your IP address, your ISP, your Organization, language setting, referring website, the web browser you used to visit Midstreet Capital (such as Chrome, Internet Explorer, Firefox or any other web based browser), the time you visited our site and which pages you visited throughout our site.
Midstreet Capital uses the information to identify what companies are on our website. In order to provide the best possible service we may contact visiting companies directly. Midstreet Capital will never sell or share your information to third party companies and we store all information in a secure web app.