Terms of Service
Scope; Acceptance of Terms.
MBS Direct, LLC ("MBS" or "we") owns and operates this website ("Site"). These
Terms of Service ("TOS") constitute a legally binding agreement made by and
between MBS and you (personally and, if applicable, on behalf of the entity for
whom you are using the Site; collectively, "you"). The TOS govern your use of
the services we make available on this Site and our other websites
("Services"). By accessing or using this Site, you agree that you have read,
understand and agree to be bound by these TOS and the
collect, use and disclose your data, and you consent to such collection, use
and disclosure. IF YOU DO NOT AGREE TO OR DO NOT COMPLY WITH THE TOS AND THE
OR RELATED SERVICE.
MBS Location; Contact Information.
MBS is based at 2711 West Ash Street, Columbia, MO 65203.
Modifications of the TOS, Site and Services.
If we modify these TOS in a material way
and you have an account with us, we will provide you with notice of the
modifications via email. We will also post any modified version of these TOS on
the Site. If you have an account with us, you will be required to accept the
modified TOS to continue to use the Services. If you do not have an account
with us, your continued use of this Site following the posting of a modified
version of the TOS will mean you accept that modified version. If the modified
TOS are not acceptable to you, your only option is to stop using the Site and
the Services. We may also modify or terminate your access to the Services, or
terminate the Site and any Services in part or as a whole, at any time, for any
or no reason, and without notice or liability to you, any other user, or any
third party, provided that we will fulfill our obligations to you related to
any order outstanding at the time of termination, unless we are terminating
in accordance with its terms.
To use the Site,
you must be, and represent and warrant that you are, of legal age (18 years and
over) and competence. By using the Site on behalf of any third party, you are
representing to us that you are an authorized representative of that third
party and that your use of the Site constitutes such third party's acceptance
of these TOS.
ACCOUNT REGISTRATION; ACCOUNT USE; ORDERS; DIGITAL CONTENT.
You must open an online account to use the Services on the Site, and you must
complete the registration process by providing us with true, current, complete
and accurate information as prompted by the applicable registration form. You
will promptly update such information to keep it true, current, complete and
accurate. We may remove or reclaim your username if we believe appropriate
(such as in response to a trademark claim). You are entirely responsible for
maintaining the confidentiality of your password and account.
You are entirely responsible for any and all activities that occur under your
account. You agree to notify MBS immediately of any unauthorized use of your
account or any other breach of security. We will not be liable for any loss,
damages, liability, costs and/or attorney fees that you may incur as a result
of someone else using your password or account, either with or without your
knowledge. You will be liable for losses, damages, liability, costs and/or
attorney fees incurred by MBS or a third party due to someone else using your
account. You may not use anyone else's account at any time. If you provide any
information that is false, inaccurate, out of date or incomplete, or we have
reasonable grounds to suspect that such information is false, inaccurate, out
of date or incomplete, we may suspend or terminate your account and refuse any
and all current or future use of the Services or any portion thereof.
Orders and Buybacks.
For questions regarding payments, shipping, returns, orders or buybacks,
refunds or your account, please visit the policies posted on the Site
here or contact
email@example.com. You will
be solely responsible for all taxes arising from, relating to or connected with
your use of the Services. We have the right to charge you for any taxes that
we are required to pay or in fact collect.
Third-Party Payment Services.
We may process certain payments using PayPal or other third-party payment
services and you agree to be bound by PayPal's (or other
such third party's) terms if we do so. Please read PayPal's (or other such
responsible for the acts or omissions of such third parties.
MBS reserves the right to modify or discontinue the offering of any digital
content, including, without limitation, e-books, digital study guides and
applications ("Digital Content") at any time. These TOS are applicable to the
Digital Content and the Digital Content may be subject to other terms and
restrictions. If a unit of Digital Content becomes unavailable prior to
download but after purchase, your sole and exclusive remedy is the refund of
the purchase price paid for such Digital Content. Some Digital Content may not
remain available for re-download from the Site if, for example, the publisher
of the Digital Content no longer retains the rights to that Digital Content.
Digital Content already downloaded to your computer or an external device will
generally not be affected.
You agree that you must accept MBS's terms and conditions for MBS's e-book
reader to use that product. In addition, if MBS has other terms and conditions
(in addition to these TOS) for its mobile application, you must accept such
additional terms and conditions to use the application.
Not a Back Up.
The Services are not intended to be a secure back up for data, including, for
example, the back up of e-books you may purchase through the Site. You are
solely responsible for storing and backing up your downloaded content.
USE OF THE SITE.
Subject to your compliance with these TOS and payment of any applicable fees,
we grant you a limited, non-exclusive, non-sublicensable, non-transferable and
revocable right to access the Site and use the Services for personal,
Use of the Services or Site for any illegal purpose, or any other purpose not
expressly permitted in these TOS, is strictly prohibited. Without limitation,
you will not: (a) (except as expressly permitted by these TOS) copy, reproduce,
distribute, display, create derivative works of or transmit the Content of the
Site; (b) use the Site or Services commercially (for example, as part of a
service bureau), for benchmarking, or to compile information for a competitive
product or service; (c) modify or translate any part of the Services or Site;
(d) reverse engineer, decompile, create derivative works of, modify, disrupt,
tamper with or disassemble the technology used to provide the Services and/or
Site (except as and only to the extent any foregoing restriction is prohibited
by applicable law or to the extent as may be permitted by the licensing terms
governing use of any open-source components), or otherwise attempt to obtain
source code; (e) attempt to bypass, modify or defeat any of the security
features of the Site, including, without limitation, by altering any digital
rights management functionality of the Site or Digital Content; (f) remove or
alter any copyright, trademark or other proprietary notice contained on the
Site or any Digital Content; (g) interfere with or damage the Site or our
servers, including, without limitation, through the use of viruses, Trojan
horses, harmful code, denial of service attacks, packet or IP spoofing, forged
routing or electronic mail address information, or similar methods or
technology; (h) impersonate or misrepresent your affiliation with a person,
entity or organization, including, without limitation, us, or use a false
identity; (i) attempt to obtain unauthorized access to the Site or attempt to
obtain any materials or information through any means not intentionally made
available through the Site; (j) collect, manually or through an automatic
process, information about or of other users or the Site; (k) use any Marks or
other Content for advertising, promotions or other commercial purposes; (l)
submit false or misleading information to us or post material that violates,
misappropriates or infringes on a third party's intellectual property or other
rights; (m) interfere with any third party's ability to use or enjoy, or our
ability to provide, the Site and/or Services; (n) engage, directly or
indirectly, in any type of unsolicited solicitation; (o) deep link to portions
of the Site or frame, inline link or similarly display any the Site or portions
of the Site, provided if such deep linking is expressly permitted under
applicable law, you must attribute the Content to MBS; or (p) assist or
encourage any third party in engaging in any activity restricted by these TOS.
MBS reserves the right, but has no obligation, to monitor your use of the Site
and Services for compliance with these TOS.
INTELLECTUAL PROPERTY; THIRD PARTY CONTENT AND SERVICES.
Intellectual Property Rights.
All content on the Site, or otherwise made available via the Site, including
without limitation, the text, notes, graphics, photos, sounds, music, videos,
interactivities and the like ("Content"), the trademarks, service marks and
logos contained therein ("Marks"), the design of the Site and/or Services
("Site Design"), and all software and other technology used to provide the Site
and/or Services ("Technology"), are owned by or licensed to MBS and/or its
affiliates. Content is provided to you AS IS for your information and personal
use only and may not be used, copied, reproduced, distributed, transmitted,
broadcast, displayed, sold, licensed, or otherwise exploited for any other
purposes whatsoever. We reserve all rights not expressly granted in and to the
Site, Content, Marks, Site Design and Technology. Using the Site and/or
Services does not give you any ownership of or right in or to any Content,
Marks, Site Design or Technology.
The Site may contain information and Content provided by third parties. We have
no obligation to monitor, we do not endorse, and we are not liable for any
third-party Content. In addition, the Site may contain links to third-party
websites. MBS is not responsible for the content on any linked site or any link
contained in a linked site, or any changes to such sites. We do not endorse or
accept any responsibility for the content on such third-party sites.
Third parties may offer their services directly to you through the Site. In
such case, you may be required to agree to the third party's terms of service
the acts or omissions of such third party, the terms of service or privacy
policy of the third party or its failure to adhere to its terms of service or
that you may incur arising from or related to such third party's services or
feedback, suggestions, ideas, and other submissions that you disclose, post,
submit or offer to us in connection with your use of or related to the Site
(collectively, "Comments") will become our exclusive property. In addition, by
submitting such Comments to us, you grant to us a perpetual, irrevocable,
worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers)
and transferable license to use, copy, reproduce, manufacture, distribute,
translate, perform, modify, display, port, transmit, create derivative works
of, make, have made, offer to sell, sell, import and otherwise exploit related
rights in your Comments in connection with the Site and MBS's (and its
successor's) business in any form, media or technology known or hereafter
developed without compensation or attribution to you or any third party. Your
submission of a Comment constitutes a waiver of any claim based on moral
rights, unfair competition, breach of implied contract, breach of
confidentiality and any other legal theory relating to submissions. We are not
and will be under no obligation to hold any Comments in confidence or respond
to any Comments. You represent and warrant that you have the right to submit
your Comments, and you are and shall remain solely responsible for your
Comments. If you post Comments on the Site, your Comments will be available to
other users of the Site and the public.
MBS'S REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.
THE MBS SERVICES, AND ALL MATERIALS,
INFORMATION, PRODUCTS AND SERVICES INCLUDED IN OR MADE AVAILABLE IN CONNECTION
WITH THE MBS SERVICES, ARE PROVIDED "AS IS," WITH NO REPRESENTATIONS OR
WARRANTIES WHATSOEVER. MBS AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST
EXTENT PERMITTED BY LAW ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUIET ENJOYMENT.
MBS AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE CORRECTNESS,
ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, SECURITY, RELIABILITY,
AVAILABILITY, PERFORMANCE OR OTHERWISE OF THE MBS SERVICES, INCLUDING WITHOUT
LIMITATION, ANY WARRANTIES REGARDING PRODUCTS BEING IN STOCK OR GUARANTEES THAT
PRODUCTS WILL NOT BE LOST IN THE MAIL. MBS AND ITS LICENSORS DISCLAIM ANY
WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH ANY MBS SERVICE. MBS
AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED
THROUGH OR ADVERTISED ON THE SITE OR IN CONNECTION WITH ANY MBS SERVICES OR
RECEIVED THROUGH ANY LINKS PROVIDED BY THE MBS SERVICES, AS WELL AS FOR ANY INFORMATION
OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE MBS SERVICES.
WE DO NOT REPRESENT OR WARRANT THAT THE
FUNCTIONS CONTAINED ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE,
THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR SERVICES WILL WORK IN THE
CONFIGURATION OR WITH HARDWARE OR SOFTWARE YOU USE, OR THAT THE SITE OR THE
SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. THE SITE, CONTENT, AND PRODUCTS MAY CONTAIN TECHNICAL INACCURACIES
OR TYPOGRAPHICAL ERRORS OR OMISSIONS. MBS ASSUMES NO RESPONSIBILITY FOR AND
DISCLAIMS ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS.
YOU AGREE THAT YOUR USE OF THE SITE SHALL BE
AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO
YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF MATERIAL
SOME STATES OR OTHER JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT
APPLY TO YOU.
LIMITATION OF LIABILITY.
IN NO EVENT WILL MBS, ITS AFFILIATES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM, THE USE OF OR THE INABILITY TO
USE THE SITE, SERVICES OR CONTENT, EVEN IF MBS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND EVEN IF OTHER REMEDIES FAIL OF THEIR ESSENTIAL
PURPOSES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORT, ARISING
OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE, USE OR PERFORMANCE OF OR
FAILURE TO PROVIDE SERVICES, PRODUCTS PROVIDED THROUGH THE SERVICES OR OTHER
CONTENT AVAILABLE FROM THE SITE. IN ANY EVENT, OUR AGGREGATE LIABILITY SHALL
NOT EXCEED $1,000.
MBS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT
OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY
HYPERLINKED WEBSITE OR FEATURED IN ANY ADVERTISING, AND MBS WILL NOT BE A PARTY
TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND
THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. MBS WILL NOT BE LIABLE FOR THE
OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE
RISK OF HARM OR DAMAGE FROM THE FOREGOING.
THE FOREGOING LIMITATION OF DAMAGES AND
LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
JURISDICTION. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND
EXCLUSIONS MAY NOT APPLY TO YOU.
The Site is controlled and offered by MBS from its facilities in the United States
of America. MBS makes no representations that the Site is appropriate for use
in other locations. You are not permitted to use the Site unless you are
located in the United States of America. Those who access or use the Site from
other jurisdictions do so at their own risk and are responsible for compliance
with local law.
You agree to
defend, indemnify and hold harmless MBS and its parent corporation and other
affiliates, and their officers, directors, employees and agents (the
"Indemnified Parties") from and against any and all claims, damages,
obligations, losses, liabilities, costs or debt, and expenses (including, but
not limited to, attorney fees) incurred in connection with any third-party
claim, demand or action ("Claim") brought or asserted against any of the
Indemnified Parties: (a) alleging facts or circumstances that would constitute
a breach of any provision of these TOS by you; or (b) arising from, related to,
or connected with your use of or access to the Site or Services, your violation
of any term of these TOS, your violation of an applicable law, or your
violation of any third-party right, including without limitation any copyright,
property or privacy right. If you are obligated to provide indemnification
pursuant to this provision, we may, in our sole and absolute discretion,
control the disposition of any Claim at your sole cost and expense. Without
limitation of the foregoing, you may not settle, compromise or in any other
manner dispose of any Claim without our express written consent. This defense
and indemnification obligation will survive these TOS and your use of the Site.
MBS may, in its sole and absolute discretion and without any liability, modify,
suspend or discontinue any aspect of the Site, temporarily or permanently, at
any time and without prior notice. We may deny you access to all or part of
the Site at any time for any reason (including, but not limited to, if you
engage in any conduct or activities that we determine, in our sole and absolute
discretion, violate these TOS, our rights or the rights of any third party) or
no reason at all. If we terminate your account for no reason, we will fulfill
our obligations to you related to any order outstanding at the time of
termination. The following provisions will survive termination: 2.2, 3.2, 4,
5, 6, 7, 8 and 9. For purposes of clarity, the survival of provision 3.2
(Prohibited Use) means that even if your account is terminated, if you breached
one or more of those provisions while using the Site, we have the right to
bring a lawsuit against you for damages or injunctive relief. If we terminate
your use of the Site, you must cease all use of the Site, and these TOS will
terminate. Upon termination of these TOS, all rights you have to use and
display the Content will immediately terminate.
Under no circumstances shall MBS or its licensors be held liable for any delay
or failure in performance resulting directly or indirectly from an event beyond
MBS's reasonable control.
MBS's Relationship with Educational Institutions.
ON OCCASION, WE ENTER INTO
AGREEMENTS WITH EDUCATIONAL INSTITUTIONS. UNDER SUCH AGREEMENTS, MBS MAY
PROVIDE SERVICES AND OTHER CONSIDERATION TO THE EDUCATIONAL INSTITUTION,
INCLUDING, BUT NOT LIMITED TO, PROVIDING STUDENTS OF THE EDUCATIONAL
INSTITUTION THE OPPORTUNITY TO PURCHASE AND/OR RENT BOOKS AND OTHER COURSE
MATERIALS FROM MBS AND ITS SERVICE PROVIDERS, PROVIDING THE EDUCATIONAL
INSTITUTION A COMMISSION, OR OTHER FINANCIAL REMUNERATION, BASED UPON SALES OR
RENTALS MADE TO THE EDUCATIONAL INSTITUTION'S STUDENTS.
Governing Law; Arbitration.
Your use of the Site is governed by the laws of the State of Missouri, USA, without
regard to choice of law provisions, except to the extent that federal law
applies. These TOS and use of the Services evidence a transaction involving
interstate commerce, and the United States Arbitration Act will apply in all
cases and govern the interpretation and enforcement of the arbitration rules
and arbitration proceedings. Any claims arising out of, relating to or
binding arbitration administered by the American Arbitration Association
("AAA") in accordance with its Commercial Arbitration Rules and the AAA
Supplementary Procedures for Consumer-Related Disputes (including without
limitation using desk, phone or video conference proceedings where appropriate
and permitted to mitigate costs of travel). One arbitrator will conduct the
arbitration. The arbitrator will not conduct any form of class or collective
arbitration nor join or consolidate claims by or for individuals. The
arbitrator, and not any federal, state, or local court or agency, will have
exclusive authority to resolve any dispute relating to the interpretation,
applicability, enforceability or formation of these TOS including, but not
limited to, any claim that all or any part of these TOS is void or voidable. Judgment
on the award rendered by the arbitrator may be entered in any court of
There are only two exceptions to this arbitration agreement. First, if we
reasonably believe that you have violated or threatened to violate our intellectual
property rights or if you use the Site in violation of provision 3.2
(Prohibited Use), you agree that we would be irreparably harmed by such
violation or use and that we may seek injunctive or other appropriate relief in
any court of competent jurisdiction without first proving actual damages or
posting a bond. Second, any claim, at the option of the claiming party, may be
resolved in small claims court in Missouri, USA, if the claim and the parties
are within the jurisdiction of the small claims court.
BY AGREEING TO THESE TOS, YOU HEREBY IRREVOCABLY
WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT)
OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL OR IN ANY OTHER
REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS,
IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED
No Waiver; Severability; Time for Claims.
No waiver of any term of these TOS will be
binding unless in writing, no waiver of any term of these TOS shall be deemed a
further or continuing waiver of such term or any other term, and the failure of
MBS to exercise or enforce any right or provision of these TOS does not
constitute a waiver of such right or provision. If an arbitrator or a court of
competent jurisdiction finds any provision of these TOS to be invalid, the
parties agree that the court should endeavor to give effect, to the maximum
extent permitted by law, to the parties' intentions as reflected in the
provision, and the other provisions of these TOS remain in full force and
effect. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF
ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THE TOS MUST
BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT
WILL BE FOREVER BARRED.
Entire Agreement; Assignment; Independent Contractors.
constitute the entire agreement between you and MBS and govern your use of the
Site and any Services provided by MBS, superseding any prior agreements between
you and MBS on the subject matter (including, but not limited to, any prior
versions of the TOS). You also may be subject to additional terms that may
apply when you use certain MBS services, third-party content or third-party
software. These TOS, and any rights and licenses granted hereunder, may not be
transferred or assigned by you, but may be assigned by MBS without restriction.
These TOS bind and inure to the benefit of each party and the party's
successors and permitted assigns. These TOS may not be modified by an oral
statement by a representative of MBS. We are independent contractors, and no
agency, partnership, joint venture or employee-employer relationship is
intended or created by these TOS. These TOS incorporate and apply to the
in electronic form are as legally binding as if made in physical written form.
The provision titles in these TOS are for convenience only and have no legal or
contractual effect. These TOS will not be construed against the drafter.
We may deliver
notice to you by means of e-mail, a general notice on the Site, or by other
method we choose. If you give notice to us, you must use the address listed
Copyright Infringement Notices.
If you believe material on the Site infringes your copyright, please visit
our DMCA Copyright Infringement Take-down Policy.
Last Updated: August 15, 2014