Welcome to MMCA Marketplace

Your use of MMCA Marketplace (known hereafter as MMCA Marketplace or the “Site”) including any data, lists, reports, or services (collectively, the "Services") is subject to these Terms of Use (these "Terms"). If you do not agree to these Terms, you agree not to use or access the Services and the Site. If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. Your registration for, or use of, the Services shall be deemed to be your agreement to abide by these Terms. We may modify these Terms at any time without notice to you by posting revised Terms on the Site. Your use of the Site constitutes your binding acceptance of these Terms, including any modifications that we make. You are responsible for regularly reviewing these Terms.

1.1 Some of the Services may be subject to additional conditions either posted on the Site or contained in ordering documents (such as membership terms and prices, license, and user restrictions). Your use of those Services is subject to those conditions, which are incorporated into this Agreement by reference. In the event of an inconsistency between this Agreement and any additional conditions, the provisions of the additional conditions will prevail.

1.2 You understand and agree that the Services may include communications such as service announcements and administrative messages from MMCA Marketplace. You will not be able to opt out of receiving these service announcements and administrative messages while using the Site and Services and until you send MMCA Marketplace a specific written notice requesting the termination of your membership and that your details be eliminated from the Site and any mailing list. You also understand that MMCA Marketplace’s Services may include advertisements.

2.1 MMCA Marketplace hereby grants you a non-exclusive, non-transferable right to use the Site and Services for the term for which you have paid the applicable membership fees (“License Term”), solely for your own internal business purposes, subject to this Agreement and the Fee Schedule. Rights of any user licensed to utilize the Service cannot be shared or used by more than one individual. In addition, a user may not be transferred from one individual to another.

2.2 The Site includes a combination of content that MMCA Marketplace creates, and that MMCA Marketplace’s users create. You may use the content on the Site only for your internal business purposes in connection with the Services. Except for the foregoing, you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the materials or content on the Site in whole or in part.

2.3 You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, e-mail, transmit, or otherwise make available on the Site or through the Service ("Your Content"). You have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content. You grant MMCA Marketplace a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to exercise the copyright, publicity and database rights you have in Your Content, in any media now or in the future, in connection with MMCA Marketplace’s provision of the Services available on the Site. Your Content will be protected by MMCA Marketplace with at least the same protective precautions that MMCA Marketplace takes to protect its similar proprietary information from unauthorized disclosure. MMCA Marketplace will not, without your prior written consent, disclose any of Your Content to any third party, except to those bona fide individuals whose access is necessary to enable MMCA Marketplace to perform its obligations hereunder. Notwithstanding the foregoing, where you provide or display Your Content on the Site for the view, evaluation, or sale, MMCA Marketplace has no confidentiality obligations whatsoever with regarding to such Content.

2.4 You warrant that you own or have sufficient legal right to the intellectual property rights in Your Content and that Your Content, including any use thereof by MMCA Marketplace as described below, does not violate applicable law or the rights of any third party. You hereby grant MMCA Marketplace a worldwide, irrevocable, royalty-free, nonexclusive, sub licensable right during the License Term to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content for the purposes of:

displaying Your Content on the Site and other related Internet sites for your users
processing Your Content in connection with providing the Services to you

This license will apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later provided.

2.5 You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. MMCA Marketplace has the right, but not the obligation, to remove any content that may, in MMCA Marketplace’s sole discretion, violates this Agreement or that is otherwise objectionable.

3.1 MMCA Marketplace owns all rights, title and interests, including all intellectual property rights, in and to the Site and the Services, the software, materials and other related content (excluding Your Content), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Site or the Services. In addition, all content published on the Site, including, but not limited to, reports, presentations, written content, graphics, images, marks, logos, sound or video clips, and Flash or Java animation, are protected by MMCA Marketplace’s copyrights or trademarks or those of MMCA Marketplace’s partners or users.

4.1 The Site may contain links to other Internet sites owned by third parties. Your use of each of those sites is subject to the conditions, if any, that each of those sites have posted. MMCA Marketplace has no control over sites that are not ours, and MMCA Marketplace is not responsible for any use of such sites or content on them. MMCA Marketplace’s inclusion on the Site of any third-party content or a link to a third-party site is not an endorsement of that content or third-party site.

4.2 Some content may come from government sources, is in the public domain, and is not copyrightable.

6.1 You agree to pay the fees on the terms stated in the Fee Schedule. You agree to pay all applicable taxes relating to the Services.

6.2 You agree to pay the standard commission rate on any item sold while it is listed in your shop.

6.3 The site is funded on a prepay basis. All users must have sufficient funds available in their user account by the first of the month to pay the fees due for the upcoming month.

6.4 Statements are e-mailed and fees deducted from the user account on the 1st of the month. This is the only email notice you will receive from us regarding payment.

6.5 If there are insufficient funds in the user account on the 1st of the month:

Your account balance will go negative
Your statement on the 1st will indicate that payment is overdue
You cannot add new items while your balance is negative
We extend a 15 day grace period to deposit sufficient funds
We must receive check or money order payments by the 10th to ensure they are credited to you account by the 15th
The grace period cannot be extended past the 15 days we offer

6.6 If there are still insufficient funds in the user account on the 16th of the month:

Your shop is placed in suspension (not open to the public)
A $25 late/re-open fee is added to your account
All links to your shop will be redirected to a suspension page

6.7 If a user shop is placed in suspension for insufficient funds more than twice in the last 12 months, that shop will be deleted after the user has cleared all outstanding transactions.

6.8 If for any reason an item listed for sale in your shop is not available for shipment at the time the item is purchased, the full price, including shipping will be refunded to the customer and the following fees will be assessed from your account:

$25.00 Refund fee
Any charges assessed by the applicable bank or credit card company
The standard 10% commission on the listed price

7.1 MMCA Marketplace does not require exclusivity of sale of any product listed in the member shops. However, “backdoor” sales are strictly prohibited and are grounds for immediate termination. “Backdoor” is defined as:

Any sale made outside the member shop for the purpose of avoiding commission charges
Any redirection of customers to an outside site or facility to purchase item(s) presently listed in a members shop
Any redirection of customers to an outside site or facility to purchase item(s) listed in a members shop within the past 30 days to avoid commission charges
Any solicitation of customers to purchase items directly from member in an attempt to avoid commission charges
Any action by the member that is meant to circumnavigate the commission process or to undercut pricing

7.2 Although MMCA Marketplace does not maintain exclusivity of sale, we do maintain that should an item that is presently listed in a member shop be sold that the standard commission rate still applies and such commission will be forwarded to MMCA Marketplace.

7.3 Any reasonable suspicion that a member is engaging in such conduct may result in immediate termination without recourse.

8.1 The Services will be automatically renewed from the user account on the 1st of each month unless the user gives MMCA Marketplace written notice thirty (30) days prior to the end of the then current month of your intention to terminate the Services. Notwithstanding the foregoing, MMCA Marketplace may immediately terminate or suspend your use of the Services provided hereunder, or terminate your account and this agreement if you:

Fail to pay any applicable fees when due
Breach or otherwise fail to comply with this agreement and fail to remedy this breach within thirty (30) days of being so notified.

MMCA Marketplace may terminate any free account or services at any time in its sole discretion without liability to you. You will continue to be charged for the fee based services during any period of suspension. Termination will not relieve you from obligation to pay fees that remain unpaid and will not limit either party from pursuing other available remedies.

8.2 Upon termination by MMCA Marketplace of this Agreement or any part thereof in accordance with this Agreement as a result of your breach, negligence or default, MMCA Marketplace will have no obligation to refund to you any fees paid by you. The provisions of this section will not apply to those situations defined by law. Notwithstanding the foregoing, in the event your access to the Services is terminated (other than by reason of your breach), MMCA Marketplace will make available to you refunds in accordance with the below schedule:

Annual advertising fee – non refundable
Long term agreement discounts – non refundable
Whole unused months in user account - refundable

8.3 In the event MMCA Marketplace (or its successor in interest) ceases to operate in the normal course of business, and as a result the Services are permanently unavailable, MMCA Marketplace will refund to you any pre-paid membership fees for the remaining months where you no longer have access to the Services.

9.1 The MMCA Marketplace collects personal information for the sole use of the MMCA Marketplace. This includes but is non limited to the following:

Personal information you enter into the online application
Questions you ask via email
Posts made in the forum

This information will be private and will not be shared with any third party organizations with the following exceptions:

When MMCA Marketplace believes in good faith that the law requires it
When MMCA Marketplace believes it necessary to protect the rights or property of MMCA Marketplace

10.1 If MMCA Marketplace requests registration information from you, you will provide MMCA Marketplace with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If MMCA Marketplace issues you a password, you may not reveal it to anyone else. You may not use anyone else's password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify MMCA Marketplace of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. MMCA Marketplace will not be responsible for any loss or damage that may result if you fail to comply with these requirements.

10.2 You will be responsible for all activity occurring under your accounts and will comply with all applicable local, state, and foreign laws, treaties and regulations in connection with your use of the Services, including without limitation, laws and regulations governing data privacy, international communications and transmission of technical or personal data.

10.3 The technology and the software underlying the Site and the Services is the property of MMCA Marketplace and/or MMCA Marketplace’s affiliates, suppliers and partners. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Site or the Services. You agree not to modify the software underlying the Site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site. Without limiting the foregoing, you agree that you will not use the Site to take any of the following actions:

Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others
Publish, post, upload, e-mail, distribute, or disseminate (collectively, "Transmit") any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content
Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's computer, MMCA Marketplace’s sites, any software or hardware, or telecommunications equipment
Advertise or offer to sell any goods or services for any commercial purpose unless you have MMCA Marketplace’s written consent to do so
Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, chain letters or other unsolicited messages
Download any file that you know or reasonably should know cannot be legally obtained in such manner
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material
Restrict or inhibit any other user from using and enjoying any area within the Site
Interfere with or disrupt MMCA Marketplace’s sites, servers, or networks
Probe, scan or test the vulnerability of the Site or circumvent any security mechanism used by the Site
Impersonate any person or entity, including, but not limited to, any MMCA Marketplace representative, or falsely state or otherwise misrepresent your affiliation with a person or entity
Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate your presence on the Site
Take any action that imposes an unreasonably or disproportionately large load on MMCA Marketplace’s infrastructure
Engage in any illegal activities

10.4 If offered as part of the Services, you agree to use MMCA Marketplace’s bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities (collectively, the "Forums") only to send and receive messages and material that are proper and related to that particular Forum.

10.5 If you choose a username that, in MMCA Marketplace’s sole discretion, is obscene, indecent, abusive or that might otherwise subject MMCA Marketplace to public disparagement or scorn, MMCA Marketplace reserve the right, without prior notice to you, to automatically change your username, delete your posts from MMCA Marketplace’s sites, deny you access to MMCA Marketplace’s sites, or any combination of these options.

10.6 Unauthorized access to the Site is a breach of this Agreement and a violation of the law. You agree not to access the Site by any means other than through the interface that is provided by MMCA Marketplace for use in accessing the Site. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site, except those automated means that MMCA Marketplace have approved in advance and in writing.

10.7 You may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

10.8 Use of the Site is subject to existing laws and legal process. Nothing contained in this Agreement will limit MMCA Marketplace’s right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Site.

11.1 You hereby agree to indemnify, defend and hold MMCA Marketplace and all of MMCA Marketplace’s officers, directors, owners, employees, agents, affiliates, suppliers, partners and MMCA Marketplace (collectively, the "MMCA Marketplace Parties") harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by any MMCA Marketplace Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement, arising out of:

Your use of the Site
Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you
The content, the quality, or the performance of content that you submit to the Site
Your connection to the Site
Your violation of this Agreement
Your violation of the rights of any other person or entity

12.1 MMCA Marketplace warrants that during the License Term, the Site will conform to the documentation provided by MMCA Marketplace. In the event the Site does not conform to the documentation, if you promptly notify MMCA Marketplace, MMCA Marketplace will modify the Site so that it conforms. This is your exclusive remedy.

12.2 MMCA Marketplace disclaim any responsibility for the deletion, loss or damage, destruction, the failure to store, the misdelivery, or the untimely delivery of any content, information or material. MMCA Marketplace disclaim any responsibility for, and if you subscribe to one of MMCA Marketplace’s fee-based services you will not be entitled to a refund or any other damages as a result of, any service outages that are caused by MMCA Marketplace’s maintenance on the servers or the technology that underlies MMCA Marketplace’s Site, problems inherent in the use of the Internet and electronic communications, failures of MMCA Marketplace’s service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage of MMCA Marketplace’s facilities, acts of nature, war, civil disturbance, or any other cause beyond MMCA Marketplace’s reasonable control.

12.3 EXCEPT FOR THE WARRANTY PROVIDED IN 11.1, THE SITE AND THE SERVICES, ITS SOFTWARE, CONTENT AND OTHER MATERIALS, ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SITE AND THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF OUR AFFILIATES, SUPPLIERS OR PARTNERS MAKES ANY WARRANTY OR REPRESENTATION THAT:

THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS
THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES WILL BE ACCURATE OR RELIABLE
THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, SOFTWARE OR OTHER MATERIALS THAT YOU PURCHASE OR OBTAIN THROUGH THE SITE WILL MEET YOUR EXPECTATIONS
ANY ERRORS WILL BE CORRECTED. LICNESOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY OF THE CONTENT, SERVICES, PRODUCTS, SOFTWARE OR OTHER MATERIALS AVAILABLE THROUGH THE SITE.

13.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LICENOSOR NOR ITS AFFILIATES, SUPPLIERS OR PARTNERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE SERVICES OR THE SITE, ITS SOFTWARE, CONTENT OR OTHER MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR LOSS OF DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM BUT NOT LIMITED TO:

THE USE OR THE INABILITY TO USE THE SITE AND THE SERVICES
UNAUTHORIZED ACCESS TO, ALTERATION OF, OR INACCURACY, ERROR OR OMISSIONS IN YOUR CONTENT, TRANSMISSIONS OR DATA
STATEMENTS OR CONDUCT OF ANY THIRD PARTY.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MMCA MARKETPLACE AND ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO MMCA MARKETPLACE FOR THE SERVICES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

13.3 SOME STATES/JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES/JURISDICTIONS, MMCA MARKETPLACE’S LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14.1 Any dispute arising out of or relating to this Agreement or the Site will be finally settled by arbitration, except that MMCA Marketplace may bring an action in a court of competent jurisdiction with respect to any dispute affecting MMCA Marketplace’s intellectual property rights whether statutory or contractual. The arbitration will be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Brantley County, Georgia, United States, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. All arbitration proceedings will be conducted in English by a single arbitrator selected under the Rules who must be a lawyer and fluent in English. The arbitrator has no authority to award damages in excess of those permitted in this Agreement for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either you or MMCA Marketplace may seek any interim or preliminary relief from a court of competent jurisdiction in Brantley County, Georgia, necessary to protect the rights or the property of you or MMCA Marketplace (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration.

15.1 The Site features trademarks, service marks, and logos that are the property of MMCA Marketplace and/or its affiliates, suppliers, and partners. The Site also may include trademarks, service marks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners, and you agree not to use them in any manner without the prior written permission of the applicable owner.

15.2 MMCA Marketplace may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon MMCA Marketplace’s posting them on the Site or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide MMCA Marketplace with accurate information, MMCA Marketplace cannot be held liable if MMCA Marketplace fails to notify you. You may have the right to request that MMCA Marketplace provide such notices to you in paper format, and may do so by contacting Debbie Overton Designs LLC, PO Box 243, Waynesville, GA 31567. Any other communication to MMCA Marketplace should also be sent to that address.

15.3 MMCA Marketplace’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement and your right to use the Services may not be assigned by you without the prior written approval of MMCA Marketplace.

15.4 This Agreement, including any applicable Fee Schedule and all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and MMCA Marketplace and govern your use of the Site and Services, superseding any prior agreements that you may have with MMCA Marketplace. Any additional or different terms in ordering documentation such as purchase orders of invoices are hereby deemed to be material alterations and notice of objection to, and rejection of, them is hereby given.

15.5 This Agreement will be construed in accordance with the laws of the State of Georgia, excluding its conflicts of law principles, and the federal laws of the United States.

15.6 The use of this Site and Site materials (e.g. software and content hosted on the Site) contained thereon is subject to the U.S. Export Administration Regulations. You agree to the following:

you are not a citizen, national or resident of, and am not under the control of, the government of Cuba, Iran, North Korea, Syria, Sudan nor any other country to which the United States has prohibited export
you will not export or re-export the materials from the Site, directly or indirectly, neither to the above mentioned countries nor to citizens, nationals or residents of those countries
you are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor are you listed on the United States Department of Commerce Table of Denial Orders
you will not export or re-export Site materials, directly, or indirectly, to persons on the above mentioned lists
you will not use the Site and Site materials for, and will not allow the Site and Site materials to be used for, any purposes prohibited by United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.

15.7 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where a court is unable to construe any unenforceable or invalid provision to make it binding, the court will severe and delete the provision. In any event, all other terms which remain valid and enforceable will survive and remain in full force and effect.

15.8 If you have a dispute with one or more users, you release MMCA Marketplace (and MMCA Marketplace’s officers, directors, agents, affiliates and employees) from claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.