Your use of the Midwest Site constitutes your acceptance to be legally bound by this Agreement. If you do not accept all the terms and conditions of this Agreement, you may not use the Midwest Site. We reserve the right, in our sole and exclusive discretion, to change, modify, add, or delete all or portions of this Agreement or the Midwest Site at any time for any reason without notice to you. The last date when this Agreement was revised is set forth below. We encourage you to review this Agreement whenever you visit the Midwest Site.
Restrictions on Use
THE MIDWEST SITE MAY NOT BE USED BY YOU FOR ANY PURPOSE THAT IS PROHIBITED BY THIS AGREEMENT OR UNLAWFUL.
The Midwest Site and all information, data, software, services, text, design, graphics, audio clips, video clips, and other material or content that is contained within, available through, or which you see, hear, or otherwise experience on the Midwest Site (collectively, the “Content”) belongs to Midwest, its subsidiaries, affiliates, partners, contributors, or other third-party providers (collectively, the “Midwest Content Providers”). The Content is protected by copyright, trademark, and other laws of the United States as well as international conventions and the laws of other nations. No material from the Midwest Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way by you. Any unauthorized or prohibited use of any Content on the Midwest Site, may subject you to civil liability or criminal prosecution, or both, under applicable federal and state laws.
The following actions are also prohibited:
- Accessing data not intended for your use or logging into a server or account that you are not authorized to access;
- Attempting to probe, scan, or test the vulnerability of the Midwest Site, system, or network or to breach the security or authentication measures of the Midwest Site without proper authorization from Midwest;
- Attempting to interfere with service to any user, host, or network, including, but not limited to, by means of submitting a virus, worm, malicious code, or other harmful component or mechanism to the Midwest Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Midwest Site or the server of any user; and
- Sending unsolicited e-mail, including promotions and/or advertising of any activity, program, product, or service.
Midwest will investigate possible violations of system or network security and may involve, and cooperate with, a user’s employer, Internet service provider, and/or law enforcement authorities in investigating and/or prosecuting users who are involved in such violations. Violations of the Midwest Site’s system or network security may also result in civil or criminal liability.
Any non-personal content you provide to the Midwest Site or Midwest by e-mail, including, but not limited to, feedback, data, answers, questions, comments, suggestions, plans, ideas or the like, shall be deemed to be non-confidential, and we assume no obligation to protect such information from disclosure. You understand, acknowledge, and agree that the submission of such information shall in no way prevent the purchase, manufacture, or use of similar products, services, plans, and ideas by Midwest for any purpose whatsoever. You further understand, acknowledge, and agree that we shall be free to reproduce, use, disclose, and distribute such content without restriction.
Disclaimer of Warranties and Other Responsibility
YOUR USE OF THE MIDWEST SITE IS UNDERTAKEN AT YOUR OWN RISK, INCLUDING, BUT NOT LIMITED TO, YOUR USE OF, AND RELIANCE ON, CONTENT CONTAINED ON THE MIDWEST SITE. THE MIDWEST SITE, ALL CONTENT THEREON, AND POSTINGS THEREON ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. MIDWEST MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING (TO THE FULLEST EXTENT SUCH REPRESENTATIONS OR WARRANTIES CAN BE DISCLAIMED UNDER APPLICABLE LAW), BUT NOT LIMITED TO, WARRANTIES OF TITLE, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, WORKMANLIKE EFFORT, INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES. MIDWEST MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTIES, OR ASSURANCES: (1) THAT THE MIDWEST SITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE; (2) THAT DEFECTS OR ERRORS WILL BE CORRECTED; (3) THAT ALL PRODUCTS, FEATURES, FUNCTIONS, OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED; (4) THAT THE MIDWEST SITE AND/OR ITS SERVER(S) WILL BE FREE OF VIRUSES, WORMS, MALICIOUS CODE, HARMFUL COMPONENTS OR MECHANISMS, AND/OR OTHER TECHNICAL DEFECTS; AND (5) REGARDING SUITABILITY, AVAILABILITY, ACCURACY, AUTHENTICITY, VALIDITY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY MIDWEST SITE CONTENT FOR ANY PURPOSE.
Limitations of Liability
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER MIDWEST NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, SUPPLIERS, OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH, OR ARISING FROM, USE OF THE MIDWEST SITE OR FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Without limiting the foregoing, Midwest is not responsible or liable for any losses or damages resulting from, constituting, or relating to: (1) loss of profits, goodwill, data, business interruption, or other intangible losses; (2) inability of you to use, unauthorized use of, or the performance or non-performance of the Midwest Site; (3) unauthorized access to or tampering with your User Information or transmissions; (4) misdirected or redirected electronic transmissions; (5) the provision or failure to provide any service, including failures caused by server errors or failed Internet connections; (6) viruses, worms, malicious code, harmful components or mechanisms, and/or technical defects, including any cost for services, repair, or replacement of your equipment or data resulting therefrom; (7) errors or inaccuracies contained on the Midwest Site or any Content thereon; (8) any transactions entered into through the Midwest Site or any site to which it provides hyperlinks; and/or (9) damages otherwise arising out of the use of the Midwest Site. Furthermore, prior to the execution of any trade involving a stock, bond, or other financial instrument, you are advised to consult with your broker or other financial representative to verify pricing or other information. Midwest Content Providers shall have no liability for investment decisions based on financial Content provided. In addition, Midwest makes no warranties as to the results obtained from the use of the Content. These limitations of liability shall apply regardless of the form of action, whether based on contract, tort, negligence, strict liability, or otherwise (collectively, “Causes of Action”). If you are dissatisfied with the Midwest Site, any of its Content, or this Agreement, your sole and exclusive remedy is to discontinue using this Midwest Site. In no event shall our total liability to you for all losses, damages, or Causes of Action exceed the amount paid by you, if any, or $100 (whichever is less) for accessing or participating in any activity related to the Midwest Site.
You understand and acknowledge that the capacity of the Midwest Site, in the aggregate and for each user, is limited. Accordingly, some messages and transmissions may not be processed in a timely fashion or at all, and some functions or features may be restricted, delayed, or become completely inoperable. You therefore understand, acknowledge, and agree that Midwest assumes no liability, responsibility, or obligation to transmit, process, store, receive, or deliver Postings or for any failure or delay associated with any Postings; you are hereby expressly advised not to rely upon the timeliness or performance of the Midwest Site for any Postings.
You agree to indemnify, defend, and hold harmless Midwest, its parent, subsidiaries, affiliates, agents, and distributors, and its or their respective officers, directors, employees, agents, licensors, representatives, and suppliers (collectively, the “Midwest Indemnitees”) from and against any and all claims, actions, demands, liabilities, costs, and expenses including, but not limited to, reasonable attorneys’ fees, resulting from your breach of any provision of this Agreement or any representation or warranty you provide herein, or otherwise arising in any way out of your use of the Midwest Site. Midwest reserves the right, at its sole expense, to take exclusive control and defense of any such claim or action (that is subject to indemnification by you) and all negotiations for settlement or compromise, in which event you will cooperate fully with Midwest in asserting any available defenses, and Midwest’s assumption of such control and defense shall not limit or reduce your obligations to indemnify and hold harmless the Midwest Indemnitees hereunder.
Third Party Site Links
The Midwest Site contains and provides links to websites that are owned and operated by third parties, including the websites of our advertisers. You understand, acknowledge, and agree that these links are provided solely as a convenience to you and not as an endorsement by Midwest or the Midwest Site of the content, advertising, or business practices (including the privacy policies) of such third-party websites, whether any Midwest-affiliated logo or sponsorship identification is on the third-party website. These third-party websites have different privacy policies and business practices than we do. We do not endorse, verify, make any representations, or take responsibility for the content, truthfulness, accuracy, quality, or completeness of the content or activities conducted on such websites or the products or services available through such linked third-party websites. We are not, under any circumstances, responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on the content, advertising, or business practices of linked websites of third parties. If you decide to access and use linked third-party websites, you understand, acknowledge, and agree that you do so at your own risk.
Midwest welcomes links to the Midwest Site. You may establish a link to the Midwest Site, provided that the link does not state or imply any sponsorship or endorsement of your site by Midwest, or its parent, subsidiaries, affiliates, agents, or distributors. You may not frame or otherwise incorporate into another website any of the Content on the Midwest Site without prior written consent. We reserve the right to disable links from third-party sites to the Midwest Site, but we are under no obligation to do so.
The Midwest Site is controlled and operated by Midwest from its offices within the state of Wisconsin, United States of America. Midwest makes no representation that the Content on the Midwest Site is appropriate or available for use in other locations. If you choose to access the Midwest Site from other locations, you do so on your own initiative and you are responsible for compliance with local laws, if and to the extent local laws are applicable.
The export of any software that is downloadable from the Midwest Site is further subject to United States export controls. No software or any other materials associated with the Midwest Site may be downloaded or otherwise exported or re-exported to countries or persons prohibited under export control laws, including, but not limited to, countries against which the United States has embargoed goods, or to anyone on various lists of prohibited persons or entities maintained by the United States government. By downloading from or using the software on the Midwest Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country to which such import, export, or re-export is prohibited and are not on any such list or otherwise in violation of export control laws or regulations.
If you claim to be the copyright owner of any Content on the Midwest Site that you have not authorized for use, or licensed to a third party to authorize for use, on the Midwest Site, please immediately notify Midwest’s copyright agent of any claimed copyright infringement by providing the following information as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, Title 17 U.S.C. § 512:
- 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 at a single online site are covered by a single notification, a representative list of such works at that site;
- 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 the complaining party or the person authorized to act on behalf of the complaining party;
- A statement that the complaining party has 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 the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Midwest’s designated copyright agent for notice of claims of copyright infringement on or relating to the Midwest Site, or as to any counter-notice, can be reached by using the Midwest Site’s contact form.
This Agreement is governed by the laws of the state of Wisconsin without respect to conflict of laws provisions. Although you acknowledge that Midwest will have the right to enforce its rights under this Agreement in any court of competent jurisdiction, you hereby agree that for any and all disputes relating to this Agreement you consent to the exclusive jurisdiction and venue of only: (1) state court located in Marathon County, Wisconsin; or (2) the United States District Court for the Western District of Wisconsin. No action arising out of this Agreement or your use of the Midwest Site, regardless of the form or basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if there are multiple causes of action, from the date the first such cause arose). In any action or proceeding commenced to enforce any right or obligation of the parties under this Agreement or your use of the Midwest Site, you hereby waive any right you may now, or in the future, have to a jury trial. No waiver by Midwest of any breach or default of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. If any provision of this Agreement is determined to be invalid or unenforceable, by a court of competent jurisdiction, such determination shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, and such invalid or unenforceable provision shall be interpreted in a manner that is consistent with applicable law and that most closely reflects the spirit, scope, and intent of the original provision, as set forth herein. Section titles and headings in this Agreement are for convenience only and do not have any legal or contractual effect. This Agreement constitutes the complete agreement between you and us and supersedes all previous agreements regarding the same subject matters.