PLEASE READ THESE GENERAL TERMS AND CONDITIONS OF USE (“TERMS AND CONDITIONS”) CAREFULLY BEFORE USING THE M46 PRODUCTS AND SERVICES AND/OR WWW.M46PROJECT.COM. BY USING THE M46 PRODUCTS AND SERVICES AND/OR WWW.M46PROJECT.COM, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE WWW.M46PROJECT.COM OR PURCHASE OR USE M46 PRODUCTS AND SERVICES.
These Terms and Conditions apply to the M46 PROJECT website located at www.m46project.com, digital media download stores and any other associated websites linked to it by UTC Enterprises, LLC., its affiliates and subsidiaries (collectively the “M46”), other than third-party websites and links. M46 is the property of UTC Enterprises, LLC (“UTCE”), a Tennessee limited liability company, d/b/a M46 Project (“M46”) and its respective licensors.
Within this Agreement, “M46 Project”, “M46”, “we”, “our” and “us” refers to M46 Project, a fatherhood initiative of UTCE, “you” and “your” refers to you individually as well as, if applicable, the customer, ministry, church and/or organization of which you are an authorized representative of with respect to this Agreement.
M46 reserves the right to change, add or remove portions of these Terms and Conditions at any time and at its sole discretion. Your continued use of the M46 Products and Services following the posting of any changes means that you accept and agree to such changes. It is your responsibility to check these Terms and Conditions periodically for changes. As long as you comply with these Terms and Conditions, M46 grants you a personal, non-transferable, non-exclusive, limited privilege to enter and use the M46 Products and Services, and provided the appropriate license or membership fees have been paid by you for such M46 Products and Services.
Your use of the M46 Products and Services includes the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, CONTRACTS, APPLICATIONS AND POLICIES.
CONTENT AND INTELLECTUAL PROPERTY
You agree that all M46 Products and Services, along with all text, graphics, photographs, images, animation, video or film, video or file segments, Flash file, and/or other audio and/or audio-visual material any format as well as the trademarks, logos, music, sounds, user interfaces, visual interfaces, artwork, computer code and all other related content (collectively, the “Content”), including but not limited to the design, selection, structure, coordination, expression, the “look and feel” and arrangement of such Content, contained on www.m46project.com and/or downloaded, streamed and/or otherwise generated from any M46 website in conjunction with you entering into this Agreement with M46 is owned, controlled or licensed by or to M46 and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
Any reproduction, publication, further distribution or public exhibition of materials provided through the M46 Products and Services, in whole or in part, is strictly prohibited. Except as expressly provided in these Terms and Conditions, no part of the M46 Products and Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, distributed or transmitted in any way (including “mirroring”) to any other computer, server, network or other medium for publication or distribution or for any commercial enterprise, without the express prior written consent of M46.
Notwithstanding any other provision of this Agreement, M46 and its licensors reserve the right to change, remove, suspend or disable access to any products and/or services, Content or other materials comprising a part of the M46 Products and Services at any time without notice. M46 will not be liable for the removal of or disabling of access to any such products, Content or materials under this Agreement, in any event. M46 may also impose limits on the use of or access to certain features or portions of the M46 Products and Services without notice or liability in any case.
UTCE, M46 PROJECT and any other M46’s trademarks, service marks, logos and graphics used in connection with the M46 Products and Services are trade/service marks or registered trade/service marks of UTCE. Other trademarks, service marks, graphics and logos used in connection with the M46 Products and Services may be the trademarks of their respective owners. You are granted no right or license with respect to any of the trademarks mentioned above and any use of such trademarks.
All copyrights in and to the M46 Products and Services, including but not limited to M46 Project and the digital media store(s) (including the compilation of content, postings, links to other Internet resources and descriptions of those resources) and www.m46project.com are owned by UTC Enterprises, LLC. and/or its licensors. THE USE OF THE OR ANY PART OF M46 PRODUCTS AND SERVICES, EXCEPT FOR USE OF THE M46 PRODUCTS AND SERVICES AS PERMITTED IN THESE TERMS AND CONDITIONS, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
DIGITAL MILLENNIUM COPYRIGHT ACT
M46 Project’s policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act and other applicable intellectual property laws, which may include removing or disabling access to material claimed to be the subject of infringing activity. If M46 Project removes or disables access to comply with the Digital Millennium Copyright Act, we will make a good-faith attempt to contact the owner or administrator of the affected site(s) in order that they may make a counter notification pursuant to Sections 512(g) of that Act. We will document all notices of alleged infringement on which we act. A copy of the notice will be sent to a third party who will make it available to the public.
NOTIFICATION OF INFRINGEMENT
You must provide a written communication, which may be sent via fax or regular mail (but not by email) that sets forth the items specified below. Please note that you may be liable for damages, including costs and attorneys’ fees, if you materially misrepresent that a product or activity is infringing your copyrights. If you are unsure as to whether certain material of yours is protected by copyright laws, we suggest that you contact an attorney prior to submitting a request.
Please use the following format in preparing and submitting your written notification:
1. Identify the copyrighted work in sufficient detail that you believe has been infringed, including where the work appears, i.e., the web page(s).
2. Identify the material that you claim infringes on your copyrighted work described in Item 1 above, including where the material appears, i.e., the web page(s).
3. Provide your contact information including your telephone number and email address.
4. Include the following statements in your written notification:
a. “I have a good faith belief that use of the copyrighted materials described above on the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law.”
b. “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.”
5. Please sign your written notification and send it to the following address:
Copyright Cafe , Attn.: M46: DMCA Notice Department, 1209 16th Ave. South, Nashville, Tennessee 37212
If your materials have been taken down from www.m46project.com, you may make a counter notification pursuant to Section 512(g) of the Digital Millennium Copyright Act. When we receive a counter notification that is in accordance with Section 512(g) of the Act, we will reinstate the material in question. You must provide a written communication, which may be sent via fax or regular mail (but not by email) that sets forth the items specified below to make a counter notification.
Please use the following format in preparing and submitting your written counter notification:
1. Identify the URLs of the materials and the materials that M46 Project has removed.
2. Provide your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or Nashville County, Tennessee (if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection 512(c)(1)(C) of the Act or an agent of such person.
3. Include the following statements in your written notification: “I swear, under penalty of perjury, that I have a good faith belief that each search result or message identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
4. Please sign your written notification and send it to the following address:
Copyright Cafe , Attn.: M46: DMCA Notice Department, 1209 16th Ave. South, Nashville, Tennessee 37212
M46 websites and M46 Products and Services may contain links to other independent third-party websites (“Linked Websites”). These Linked Websites are provided solely as a convenience to our visitors. Such Linked Websites are not under the control of M46, and M46 is not responsible for and does not endorse the content of such Linked Websites, including any information or materials contained on such Linked Websites. M46 does not have any responsibility or liability for any information, data, communications or materials available on such third-party sites. These linked sites are only for your convenience and you therefore access them at your own risk.
M46 accepts Visa, MasterCard, American Express or Discover in U.S. funds drawn on U.S. banks for digital media purchases. When placing your membership order, the digital media store will obtain a pre-approval from the holder of your credit card for the amount of your purchase. That amount will be billed to your credit card at the time of purchase. If a purchase is declined, please review your billing information to make sure it is correct and then resubmit.
You agree to pay for the Membership Services you purchase through the www.m46project.com and/or any other website owned or controlled by M46, and that M46 may charge your credit card for any membership you purchase, and for any additional amounts as may be accrued by or in connection with your user account (including any taxes and late fees, as applicable). YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING PASSALONG WITH A VALID CREDIT CARD FOR PAYMENT OF ALL FEES.
All fees will be billed to the credit card that you designate during the registration process. If you want to designate a different credit card, or if there is a change in your credit card, you must change your payment account information online at the “My Account” user account information section of the www.m46project.com.
Occasionally, technical problems may delay or prevent delivery of the product you purchase. Your exclusive and sole remedy with respect to such product, which is not delivered within a reasonable period of time, as determined by IM in its sole discretion, will be either replacement of such product or refund of the purchase price paid for such product.
Registered users must be 18 years or older to use the entire range of services available at www.m46project.com. Any personal information submitted by children under the age of 13 will not be knowingly retained by UTC Enterprises, LLC. or M46 Project.
To enable the Igniter Media shopping cart application, you must set your web browser to allow cookies. Failure to do so will adversely impact your shopping experience.
EMAIL ADDRESS REQUIREMENT
You must have a valid email address to purchase M46 Products and Services and/or become a registered user of M46 Products and Services.
For some functions of the M46 Products and Services and/or www.m46project.com, you will be required to be online at the time you attempt the function (i.e. downloading purchased media).
CONTENT USAGE RULES FOR M46 PRODUCTS AND SERVICES
This is a license, not a sale. We continue to own the intellectual property rights in the Content. The Content is provided under the terms of the following license agreement (“Agreement”) that states what you may and may not do with the Content and contains limitations on warranties and remedies.
For most digital media purchased from the www.m46project.com, you will be licensed to perform the following functions:
• You may make one copy, backup or archive the Content as necessary of any individually purchased media to CD for archive purposes; provided, however, that you must reproduce all proprietary notices on this single back-up copy;
• You may use the Content in virtually any kind of corporate setting: church services, conferences, Bible studies, multimedia presentations, film and video presentations;
• Only you are permitted to use the Content. Any additional persons who wish to use the Content must download it from the M46 Project website themselves;
• You may install the Content in only one location; you may physically transfer the Content and its archives from one location to another, however it may only be used in one location at a time;
• You may use the product on an unlimited, royalty-free basis provided that the appropriate licensing fee(s) has/have been received by M46 and provided that you are not in breach of the terms of this license or this Agreement;
• Subject to the terms of this license, you may transfer files containing Content to the purchasing entity’s server, printer, or ISP for the purpose of presentation only, provided that such parties shall have no further rights to use the Content; and
• In the event of a legitimate hard-drive crash or other related technical issue, at our reasonable discretion, you may be provided with a reinstall.
• Notwithstanding the foregoing, however, all other rights to and in the Content and accompanying materials (if applicable), including, without limitation, all intellectual property rights relating thereto, are retained by M46.
Without waiving the forgoing, this license does not grant you the right to:
• Use the Content in templates for resale;
• Copy, duplicate, edit, modify, replicate or re-master the Content in any way;
• Broadcast the Content over the Internet, radio or television or other means of broadcast;
• Provide the Content in downloadable format on the internet or use the Content on a website;
• Repackage the Content with any other collection of media products for distribution or resale;
• You may not provide a copy of the Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. For greater certainty, you may not:
◦ Use the Content in other video/media clips for resale or reproduction, including, without limitation, video of Content being used in a church service, video of Content being used in a conference;
◦ Broadcast the video/media clips through any medium, including, without limitation, the Internet, radio or television;
◦ Use the Content or portions of the Content for your website;
◦ Incorporate the Content in any product that results in a re-distribution of the Content or portions of the content (regardless whether the resulting product is for commercial or non- commercial purposes);
◦ Use the Content in a fashion that is considered by M46 (in its sole reasonable discretion) as obscene, defamatory or libelous in nature;
◦ Copy, duplicate, replicate or re-master the Content in any way;
◦ Remove any notice of copyright, trade-mark or other proprietary right from any place where it appears on or in the Content or its accompanying materials;
◦ Sub-license, re-sell, rent, lend, give away or otherwise distribute the Content;
◦ Post a copy of the Content on a network server or web server for use by other users;
◦ Assign or otherwise transfer the Content or the rights to the Content or accompanying materials (if applicable), except as specifically provided for elsewhere in this Agreement; and
◦ You may not do anything with the Content that is not expressly permitted herein. Should you be interested in doing any of the above, you will have to contact us and receive permission for such activities. Note that many of the activities listed above would result in additional licensing fees.
M46 reserves the right to change or modify the Content Usage Rules at any time without further notice. Media purchased prior to any such change, however, will maintain the usage permissions that were in effect at the time of such music’s purchase. Furthermore, M46 may, from time to time, remove Content and/or M46 Products and Services from the www.m46project.com without notice.
Any burning or exporting capabilities of the download are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners in the digital media download.
Any use of the sound recording and underlying musical composition embodied in a digital media download, other than as permitted above, is a violation of the copyright in such sound recording and/or underlying musical composition, as applicable, under applicable laws and is prohibited.
You may not reproduce (outside of the terms of the licensing agreement outlined above) any of the products, services or software purchased from or associated with the www.m46project.com or M46 Project. While you have purchased a license to use the digital media download (according to the licensing agreement outlined above), you do not have any commercial or promotional rights to that media. The delivery of M46 Products and Services does not transfer to you any commercial or promotional use rights in the digital media products. By using the M46 Products and Services and downloading the M46 Products and Services digital media file(s), you agree not to attempt to modify, disable or misuse the media or assist or encourage any other party in doing so.
In the event that you are entering this Agreement as an authorized representative of your church, ministry, organization or entity, then you and such entity acknowledge and agree to be jointly and severally bound to the license granted herein and the restrictions and limitations detailed herein regardless of your future employment with such entity.
The digital media store sells only to end users and rights cannot be transferred.
You agree that your purchase of digital media products through the www.m46project.com constitutes your acceptance of and agreement to use such products solely in accordance with the Content Usage Rules.
Further, any other use of such products may constitute a copyright infringement. The Content Usage Rules govern your rights with respect to such M46 Products and Services. If you do not accept or agree with these terms do not download the Content.
M46 and/or M46 Project is required to charge sales tax for purchases made online. Orders placed online will incur sales and use tax of 7.00%. If you are making a purchase on behalf of a Tennessee tax-exempt organization, please fill out and sign the below Tenneessee Sales and Use Tax Exemption Certificate. In conjunction with applicable Tenneessee Sales and Use Tax law, fax a copy of this form along with your Tennessee Sales and Use Tax Exemption letter to our accounting department at (615) 309-9948. Verification of your organization’s tax exempt status will be completed within two (2) business days of your order. No email notices will be accepted for this purpose. Organizations that are verified as tax exempt will receive a subsequent refund of the sales tax on their order in the form of a credit to the purchasing card. All future orders made by that organization will be tax-exempt at the time of purchase.
Notwithstanding any of the foregoing, M46 Project reserves the right to charge sales tax at is sole discretion in the event the sales tax exempt status of the purchaser cannot be verified by M46 Project.
M46 Products and Services may not be available in your country. References to any M46 Products and Services do not imply that M46 intends to make available such M46 Products and Services in your country.
UNITED STATES GOVERNMENT EXPORT CONTROLS
The Content and M46 Products and Services from www.m46project.com are subject to United States export controls. No Content and/or M46 Products and Services from this site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Content and/or M46 Products and Services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Provided you are not in breach of this Agreement, this Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates if at any time you fail to comply with the terms of this Agreement. Upon termination of this Agreement, you hereby agree to destroy all copies and archives of the Content to cease using the Content for any purpose, and to confirm to M46 in writing that you have complied with these requirements. Notwithstanding anything herein to the contrary, M46 reserves the right to terminate this Agreement immediately, without any further obligation to you, in the event you violate the Content Usage Rules herein.
Notwithstanding the foregoing, termination of this Agreement does not relieve you of your responsibilities to pay any amounts due to M46 under this Agreement or your obligations to not use the Content other than in the manner permitted under this Agreement.
LIMITED REPRESENTATIONS AND WARRANTIES
THE CONTENT AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IM DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT IM) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS.
Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
LIMITATION OF REMEDIES & LIABILITY
IM’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content or accompanying material (if applicable), or out of your actions in downloading the Content, shall be as follows:
1. You may, upon written or phone request to M46 (provided M46 determines in its sole and absolute discretion that you have been unable to download such Content successfully), be permitted to download the Content again, at a web location M46 will provide for you;
2. If you continue to be unable to download the Content, M46 will refund the fee actually paid by you in respect of the use of the particular Content that could not be downloaded by you, provided M46 determines in its sole and absolute discretion that you have been unable to download such Content successfully; however,
3. Notwithstanding the foregoing, due to the nature of digital media, no refunds can be given for digital media once it has been successfully downloaded and the purchase is complete.
IN NO EVENT SHALL, M46, M46 OR ANY OF ITS AFFILIATES, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEE(S) ACTUALLY PAID BY YOU TO IM UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE CONTENT.
SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOUR WARRANTIES AND INDEMNIFICATION
You warrant and represent that you are free to enter into this Agreement, and in the event you are entering this Agreement on behalf of a church, ministry and/or other organization, that you have the right to enter into this Agreement on behalf of such church, ministry and/or other organization and the authority to bind said church, ministry and/or other organization hereto.
You agree to indemnify and hold M46 harmless against all claims or liability asserted against M46 arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
If any provision or part thereof of this Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.
You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
JURISDICTION & ARBITRATION
This Agreement will be governed under the laws of the State of Tennessee and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Nolensville, Williamson County, Tennessee.
If M46 is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse M46 for its legal fees, costs and disbursements if M46 is successful.
REGISTRATION AND USER ACCOUNT
Upon registration, you agree to provide current, accurate and complete information required to register with the www.m46project.com and at other points as may be required in the course of using the www.m46project.com (“Registration Data”). Further, you agree to maintain and update your Registration Data as required to keep it current, accurate and complete. M46 may terminate your rights to any part of www.m46project.com and/or M46 Products and Services if any information you provide is false, incomplete or inaccurate. You agree that M46 may store and use the Registration Data you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card.
As a registered user of the www.m46project.com, you may receive or establish a user account (“User Account”). You are solely responsible for maintaining the confidentiality and security of your User Account. You are entirely responsible for all activities that occur on or through your User Account, and you agree to immediately notify M46 of any unauthorized use of your User Account or any other breach of security. You should not reveal your User Account information to anyone else or use anyone else’s User Account. M46 shall not be responsible for any losses arising out of the unauthorized use of your User Account.
VIOLATIONS OF THE TERMS AND CONDITIONS
Failure to abide by these Terms and Conditions is a material breach of this agreement for which M46 may pursue all rights and remedies it has pursuant to this agreement, and any other rights and remedies it may have at law or in equity. You agree that M46 may, in its sole discretion and without prior notice, terminate your access to the Content and/or to www.m46project.com and/or block your future access to the M46 Products and Services if we determine that you have violated these Terms and Conditions or other agreements or guidelines which may be associated with your use of the Content and/or www.m46project.com. You also agree that any violation by you of these Terms and Conditions will constitute an unlawful and unfair business practice and will cause irreparable harm to M46, for which monetary damages would be inadequate, and you consent to M46 obtaining any injunctive or equitable relief that M46 deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies M46 may have at law or in equity. You agree that M46 may, in its sole discretion and without prior notice, terminate your access to the Content and/or www.m46project.com, for cause, which includes but is not limited to (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of www.m46project.com or any service offered on or through the www.m46project.com, or (4) unexpected technical issues or problems.
M46 reserves the right to takes the steps that M46 believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms and Conditions (including but not limited to M46’s right to cooperate with any legal process relating to your use of the www.m46project.com, the Content, and/or M46 Products and Services, and/or a third-party claim that your use of the Content, www.m46project.com, and/or M46 Products and Services is unlawful and/or infringes such third party’s rights).
You acknowledge and agree that M46 may preserve any transmittal or communication by you with M46 through www.m46project.com and may also disclose such data if required to do so by law or M46 determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms and Conditions, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of M46, its employees, users of or visitors to the www.m46project.com, and the public.
If M46 does take any legal action against you as a result of your violation of these Terms and Conditions, M46 will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to M46. You agree that M46 will not be liable to you or to any third party for termination of your access to the Content,www.m46project.com, and/or M46 Products and Services as a result of any violation of these Terms and Conditions.
You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. UTCE and/or M46 and/or its affiliates may assign or transfer this Agreement freely.
These Terms and Conditions constitute the entire agreement between you and M46 with regard to your use of the Content, www.m46project.com, and/or M46 Products and Services, and any and all other written or oral agreements or understandings previously existing between you and M46 with respect to such use are hereby superseded and cancelled. If any of the provisions of these Terms and Conditions are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms and Conditions, so that these Terms and Conditions shall remain in full force and effect. M46 will not accept any counter-offers to these Terms and Conditions, and all such offers are hereby categorically rejected.
The failure of M46 to insist on or enforce strict performance of these Terms and Conditions shall not be construed as a waiver by M46 of any provision or any right it has to enforce these Terms and Conditions, nor shall any course of conduct between M46 and you or any other party be deemed to modify any provision of these Terms and Conditions.
These Terms and Conditions shall not be interpreted or construed to confer any rights or remedies on any third parties.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND M46, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND IM RELATING TO THE SUBJECT OF THIS AGREEMENT.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.