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Terms and Conditions

Welcome to MHSLicensing.com. These Terms & Conditions apply to the MHS Licensing website located at www.mhslicensing.com and all other sites, services, and tools where these Terms & Conditions appear or are linked (collectively, the "Site"). As used in these Terms & Conditions, "MHS Licensing", “MHS”, "us", or "we" refers to MHS Licensing.

YOUR USE OF THIS WEBSITE IS GOVERNED BY THESE TERMS & CONDITIONS

BY ACCESSING OR OTHERWISE USING THE SITE YOU AGREE TO THESE TERMS &CONDITIONS. Any person or entity who interacts with the Site through the use of crawlers, robots, browsers, data mining or extraction tools, or other functionality, whether such functionality is installed or placed by such person or entity or a third party, is considered to be using the Site. If at any time you do not accept all of these Terms &Conditions, you must immediately stop using the Site. Certain areas within the Site may be governed by additional terms ("Additional Terms"). By using those areas of the Site, you agree to the Additional Terms. The Additional Terms are incorporated into these Terms &Conditions, and any reference to these Terms &Conditions includes the Additional Terms.

CONTENT

All content included on the Site, such as text, graphics, logos, images, (collectively "Content") is owned or licensed property of MHS Licensing or its licensors and is protected by copyright, trademark, patent, or other proprietary rights. The collection, arrangement, and assembly of all Content on the Site is the exclusive property of MHS Licensing and protected by U.S. and international copyright laws. MHS Licensing and its licensors expressly reserve all intellectual property rights in all Content.

LICENSE AND ACCESS

MHS Licensing grants you a limited license to access and make personal use of the Site and the Content for NONCOMMERCIAL PURPOSES ONLY and only to the extent such use does not violate these Terms &Conditions including, without limitation, the prohibitions listed in the "UNLAWFUL OR PROHIBITED USES" section of these Terms &Conditions. You may download, print, and copy Content for personal, noncommercial purposes only, provided you do not modify or alter the Content in any way, delete or change any copyright or trademark notice, or violate these Terms &Conditions in any way. Accessing, downloading, printing, posting, storing, or otherwise using the Site or any of the Content for any commercial purpose, whether on behalf of yourself or on behalf of any third party, constitutes a material breach of these Terms &Conditions. The Site is intended for use by individuals 13 years of age or older. If you are under 18, you may use this Site only with involvement of a parent or guardian.

UNLAWFUL OR PROHIBITED USES

The Site may only be used for lawful purposes in accordance with the terms of the license granted in these Terms &Conditions. As a condition of your use of this Site, you warrant to MHS Licensing that you will not use the Site for any purpose that is unlawful or prohibited by these Terms &Conditions. Whether on behalf of yourself or on behalf of any third party, YOU MAY NOT:

  1. Make any commercial use of the Site or its Content, including making any collection or use of any product listings, descriptions, prices, or images; without the express written consent of, or license from MHS Licensing and its licensors.
  2. download, copy, or transmit any Content for the benefit of any other licensor or Licensing Agency;
  3. use or attempt to use any engine, software, tool, agent, data, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site other than the search engine and search agents provided by MHS Licensing or generally publicly available browsers;
  4. frame, mirror, or use framing techniques on any part of the Site without MHS Licensing’s express prior written consent;
  5. make any use of data extraction, scraping, mining, or other data gathering tools, or create a database by systematically downloading or storing Site content, or otherwise scrape, collect, store, or use any Content, product listings, descriptions, prices, or images, except pursuant to the limited license granted by these Terms &Conditions;
  6. use any meta tags or any other hidden text utilizing MHS Licensing's name or marks;
  7. misrepresent the identity of a user, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site, or express or imply that we endorse any statement you make;
  8. use a buying agent to conduct transactions on the Site;
  9. conduct fraudulent activities on the Site;
  10. violate or attempt to violate the security of the Site, including, without limitation: (i) accessing data not intended for you or logging onto a server or an account that you are not authorized to access; (ii) trying to change the behavior of the Site; (iii) attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures; (iv) attempting to interfere with service to any user, host, or network, including, without limitation, via means of submitting malware to the Site, overloading, "flooding," "spamming," "mailbombing," or "crashing"; (v) forging any header or any part of the header information in any email or posting; or (vi) forging communications on behalf of the Site (impersonating the MHS Licensing website) or to the Site (impersonating another user);
  11. send unsolicited or unauthorized email on behalf of MHS Licensing, including promotions and/or advertising of products or services;
  12. tamper with the Site or use or attempt to use any device, software, routine, or data that interferes or attempts to interfere with the working or functionality of the Site or any activity being conducted on the Site;
  13. use the Site to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others' privacy rights or rights of publicity;
  14. harvest or collect personally identifiable information about other users of the Site;
  15. restrict or inhibit any other person from using the Site (including, without limitation, by hacking or defacing any portion of the Site);
  16. use the Site to advertise or offer to sell or buy any goods or services without MHS Licensing's express prior written consent;
  17. reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes any portion of, use of, or access to the Site;
  18. modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site; or
  19. remove any copyright, trademark, or other proprietary rights notice from the Site or materials originating from the Site.

YOUR ACCOUNT

You may be required to register with MHS Licensing in order to access certain services or areas of the Site. With respect to any such registration, we may refuse to grant to you the user name you request. Your user name and password are for your personal use only. If you use the Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. In addition to all other rights available to MHS Licensing including those set forth in these Terms &Conditions, MHS Licensing reserves the right, in its sole discretion, to terminate your account, or refuse service to you.

MODIFICATION AND TERMINATION

MHS Licensing may at any time: (i) modify or discontinue any part of the Site; (ii) charge, modify, or waive fees required to use the Site; or (iii) offer opportunities to some or all Site users. MHS Licensing reserves the right to make changes to these Terms &Conditions at any time, and such changes will be effective immediately upon being posted on the Site. Each time you use the Site, you should review the current Terms &Conditions. You can determine when these Terms &Conditions were last revised by referring to the "LAST UPDATED" legend at the top of these Terms &Conditions. Your continued use of the Site will indicate your acceptance of the current Terms &Conditions; however, any material change to these Terms &Conditions after your last usage of the Site will not be applied retroactively. Except for such material changes, the Terms &Conditions that were in effect at the time any claim or dispute arose between you and us will be applied.

MHS Licensing reserves the right, without notice and in its sole discretion, to terminate your account or your use of the Site and to block or prevent future access to and use of the Site (i) if you violate any of these Terms &Conditions, (ii) for any other reason, or (iii) for no reason. Upon any such termination, your right to use the Site will immediately cease.

You agree that we shall not be liable to you or any third party for any termination of your access to the Site. Upon termination, all provisions of these Terms &Conditions which are by their nature intended to survive termination, all representations and warranties, all limitations of liability, and all indemnities shall survive such termination.

DMCA NOTICE–NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

MHS Licensing's policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"). Copyright-infringing materials found on the Site can be identified and removed via our process listed below, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.

If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide MHS Licensing's copyright agent the written information specified below. Please note that this procedure is exclusively for notifying MHS Licensing that your copyrighted material has been infringed. MHS Licensing does not and will not make any legal decisions about the validity of your claim of infringement or the possible defenses to a claim. When a clear and valid notice is received pursuant to the guidelines set forth below, MHS Licensing will respond by either taking down the allegedly infringing content or blocking access to it. MHS Licensing may contact the notice provider to request additional information. Under the DMCA, MHS Licensing is required to take reasonable steps to notify the user who posted the allegedly infringing content ("Alleged Infringer"). The Alleged Infringer is allowed under the law to send MHS Licensing a counter-notification. Notices and counter-notices are legal notices distinct from regular Site activities or communications. We may publish or share them with third parties in our sole discretion (in addition to producing them pursuant to a subpoena or other legal discovery request). Anyone making a false or fraudulent notice or counter-notice may be liable for damages under the DMCA, including costs and attorneys' fees. Any person who is unsure of whether certain material infringes a copyright held by such person or a third party should contact an attorney.

To file a DMCA notice, the copyright owner must send in a written letter by fax, regular mail, or email only. We reserve the right to ignore a notice that is not in compliance with the DMCA, and we may, but are not obligated to, respond to a non-compliant notice.

A DMCA notice must:

  1. Identify specifically the copyrighted work(s) believed to have been infringed (for example, "My copyrighted work is the picture that appears at [list location where material is located].");
  2. Identify the Content that a copyright owner claims is infringing upon copyrighted work. The copyright owner must provide information reasonably sufficient to enable us to locate the item on the Site. The copyright owner should provide clear screenshots of the allegedly infringing materials for identification purposes only. The information provided should be as detailed as possible;
  3. Provide information sufficient to permit us to contact the copyright owner directly: name, street address, telephone number, and email (if available);
  4. If available, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred);
  5. Include the following statement: "I 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";
  6. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed";
  7. Be signed; and
  8. Be sent to our DMCA designated agent at the following address:

DMCA Designated Agent
MHS Licensing
111 Third Avenue South. Suite 360
Minneapolis, MN 55401
Fax: 952-544-8663
email: [email protected]

LINKS TO THIRD-PARTIES' WEBSITES

The Site may contain links and interactive functionality interacting with the websites of third parties, including social sites. MHS Licensing is not responsible for and has no liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, or content of any such website. Before enabling any sharing functions of the Site to communicate with any such website or otherwise visiting any such website, MHS Licensing strongly recommends that you review and understand the terms and conditions, privacy policies, settings, and information-sharing functions of each such third-party website. The links and interactive functionality for third-party sites on the Site do not constitute an endorsement by MHS Licensing of such third-party sites. Other sites may link to the Site with or without our authorization, and we may block any links to or from the Site. YOUR USE OF THIRD-PARTY WEBSITES AND RESOURCES IS AT YOUR OWN RISK.

DISCLAIMERS OF WARRANTIES

MHS Licensing cannot and does not represent or warrant that the Site or its server will be error-free, uninterrupted, free from unauthorized access (including third-party hackers or denial of service attacks), or otherwise meet your requirements.

THE SITE AND ALL INFORMATION, CONTENT, MATERIALS , AND USER CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE (COLLECTIVELY, THE "SITE CONTENTS") ARE PROVIDED BY MHS LICENSING ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. MHS LICENSING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE ACCURACY OR COMPLETENESS OF THE SITE CONTENTS, OR THAT EMAILS SENT FROM MHS LICENSING ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. MHS LICENSING WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR THE SITE CONTENTS INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMITTED BY LAW, MHS LICENSING DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SITE AND THE SITE CONTENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

On the Site, we may display links to third-party sites. If you decide to link to any such third-party sites, you do so entirely at your own risk.

JURISDICTIONAL ISSUES

The Site is controlled and operated by MHS Licensing from the United States, and is not intended to subject MHS Licensing to the laws or jurisdiction of any state, country or territory other than that of the United States. MHS Licensing does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL MHS LICENSING OR ITS EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT OR TORT, EVEN IF MHS LICENSING HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EACH PROVISION OF THESE TERMS &CONDITIONS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THE AGREEMENT BETWEEN YOU AND MHS LICENSING. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MHS LICENSING. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE(S). IF YOU ARE DISSATISFIED WITH THE SITE, ANY CONTENT ON THE SITE, OR THESE TERMS &CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN.

INDEMNIFICATION AND DEFENSE

As a condition of the use of the Site, you agree to defend, indemnify, and hold harmless MHS Licensing and its respective employees, directors, officers, agents, and licensors from and against any liabilities, losses, investigations, inquiries, claims, suits, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses) (each, a "Claim") arising out of or otherwise relating to your use of the Site.

NOTICES AND ELECTRONIC COMMUNICATIONS

Except as explicitly stated otherwise, any notices you send to MHS Licensing shall be sent by mail to MHS Licensing, 111 Third Avenue South. Suite 360, Minneapolis, MN 55401. In the case of notices MHS Licensing sends to you, you consent to receive notices and other communications by MHS Licensing sending you an email at the email address listed in your profile in your account, or mailing a notice to you at your address listed in your profile in your account. You agree that all agreements, notices, disclosures, and other communications that MHS Licensing provides to you in accordance with the prior sentence satisfy any legal requirement that such communications be in writing. Notice shall be deemed given (i) 24 hours after the notice is posted on the Site or an electronic message is sent, unless the sending party is notified that the message did not reach the recipient, or (ii) in the case of mailing, three days after the date of mailing. You agree that a printed version of these Terms &Conditions and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms &Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

APPLICABLE LAW; DISPUTES

YOU AGREE THAT ALL MATTERS RELATING TO YOUR ACCESS TO OR USE OF THE SITE AND ALL MATTERS ARISING OUT OF OR RELATED TO THESE TERMS &CONDITIONS, INCLUDING ALL DISPUTES, WILL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, UNITED STATES OF AMERICA, WITHOUT REGARD TO MINNESOTA'S CHOICE OF LAW PRINCIPLES. YOU FURTHERMORE AGREE THAT THE EXCLUSIVE FORUM AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF OR RELATED TO THESE TERMS &CONDITIONS SHALL BE THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA, AND YOU SUBMIT TO THE PERSONAL JURISDICTION OF THAT COURT. IF SUBJECT MATTER JURISDICTION (INCLUDING DIVERSITY JURISDICTION) DOES NOT EXIST IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA, THEN THE EXCLUSIVE FORUM AND VENUE FOR ANY SUCH ACTION SHALL BE THE COURTS OF THE STATE OF MINNESOTA LOCATED IN HENNEPIN COUNTY, AND YOU SUBMIT TO THE PERSONAL JURISDICTION OF THAT COURT. THE MAKING OF CLAIMS OR RESOLUTION OF DISPUTES PURSUANT TO THIS AGREEMENT SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SITE AND/OR THESE TERMS &CONDITIONS WILL BE RESOLVED INDIVIDUALLY IN THE FORUM DESIGNATED IN THIS SECTION, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; AND (2) ANY AND ALL CLAIMS, JUDGMENTS, AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE.

MISCELLANEOUS

These Terms &Conditions, including policies and information linked from or incorporated herein, constitute the entire agreement between you and MHS Licensing with respect to the Site and supersede all prior or contemporaneous communications, agreements, and proposals with respect to the Site. No provision of these Terms &Conditions shall be waived except pursuant to a writing executed by the party against whom the waiver is sought. No failure to exercise, partial exercise of, or delay in exercising any right or remedy under these Terms &Conditions shall operate as a waiver or estoppel of any right, remedy, or condition. If any provision of these Terms &Conditions is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms &Conditions without our express prior written consent. We will not be responsible for failure to fulfill any obligation due to causes beyond our control.

CONTACT US

If you have any concerns about MHS Licensing or your use of the Site, please contact us with a detailed description, and we will try to resolve it.