MPower Technologies Limited ("MPower") welcomes you. MPower provides its service to you subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: https://www.mpower.cloud/tos.html. In addition, when using particular MPower owned or operated services, you and MPower shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. MPower may also offer other services that are governed by different Terms of Service.
2. DESCRIPTION OF SERVICE
MPower provides users with access to a rich collection of resources, including various communications tools, forums, shopping services, search services, personalized content and branded programming through its network of properties which may be accessed through any various medium or device now known or hereafter developed (hereinafter the "Service"). You also understand and agree that the Service may include advertisements and that these advertisements are necessary for MPower to provide the Service. You also understand and agree that the Service may include certain communications from MPower, such as service announcements, administrative messages and the MPower Newsletter, and that these communications are considered part of MPower membership and you will not be able to opt out of receiving them.
Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new MPower properties, shall be subject to the TOS. You understand and agree that the Service is provided "AS-IS" and that MPower assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. MPower shall reserve the rights, without notice to you, suspend partial or full service for repairing, maintaining, upgrading, or other works that MPower deems appropriate. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.
Please be aware that MPower has created certain areas on the Service that contain adult or mature content. You must be at least 18 years of age to access and view such areas. You agree not to reproduce, duplicate, retain copies, resell, trade, transfer, or use any part of the service, use of the service, or login for commercial purposes. You agree, unless explicitly stated otherwise, that this agreement shall not involve any third party beneficiaries.
3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you agree to:
(a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or MPower has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, MPower has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). MPower is concerned about the safety and privacy of all its users, particularly children.
You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify MPower of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. MPower cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
6. MEMBER CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not MPower, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. MPower does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will MPower be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. You agree to not use the Service to: upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; harm minors in any way;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
impersonate any person or entity, including, but not limited to, a MPower official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose; upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; intentionally or unintentionally interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the Security Agent and Exchange Commission of any country, any rules of any national or other securities exchange, and any regulations having the force of law; "stalk" or otherwise harass another; and/or collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs (a) through (l) above. You acknowledge that MPower may or may not pre-screen Content, but that MPower and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Service. Without limiting the foregoing, MPower and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by MPower or submitted to MPower, including without limitation information in MPower Message Boards and in all other parts of the Service. You acknowledge, consent and agree that MPower may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of MPower, its users and the public. You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by MPower and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited. 7. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
MPower does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant MPower the following worldwide, royalty-free and non-exclusive license(s), as applicable:
With respect to Content you submit or make available for inclusion on publicly accessible areas of MPower, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purposes of providing and promoting MPower to which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or MPower removes such Content from the Service. With respect to Content other than photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Service other than MPower, the perpetual, irrevocable and fully sublicensable license to MPower to (a) use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed; and (b) license to others to carry out the actions above. "Publicly accessible" areas of the Service are those areas of the MPower network of properties that are intended by MPower to be available to the general public. By way of example, publicly accessible areas of the Service would include MPower Message Boards and portions of MPower, Photos and Briefcase that are open to both members and visitors. However, publicly accessible areas of the Service would not include portions of MPower that are limited to members.
You agree to indemnify and hold MPower and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
9. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
10. MODIFICATIONS TO SERVICE
MPower reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that MPower shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You agree that MPower may, under certain circumstances and without prior notice, immediately terminate your MPower account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, breaches or violations of the TOS or other incorporated agreements or guidelines, or extended periods of inactivity. Termination of your MPower account includes removal of access to all offerings within the Service, and deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and barring of further use of the Service. Further, you agree that all terminations for cause shall be made in MPower sole discretion without notice to you and that MPower shall not be liable to you or any third party for any termination of your account, removal of any associated data and files, or access to the Service.