Modern Rail Capital Modern Rail Capital

MRC, LLC TERMS OF USE

Last Updated: 03/03/2023

These Terms of Use (“Terms”) apply to your access to and use of the websites owned or operated by MRC, LLC (“MRC,” “our,” or “we”), including all information, content, and materials made available on or through our websites (collectively, our “Site”). By accessing or using our Site, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 12, do not access or use our Site.

  1. Eligibility
    You must be at least 18 years of age to access or use our Site. By using our Site, you represent that you are of legal age to form a binding contract.
  2. Privacy
    Please refer to our Privacy Notice for information about how we collect, use, and disclose information about you.
  3. Prohibited Conduct
    You are solely responsible for your conduct while accessing or using our Site. You will not:

    • Violate any applicable law, contract, intellectual property or other third-party right or commit a tort;
    • Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
    • Use our Site in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Site or that could damage, disable, overburden, or impair the functioning of our Site in any manner;
    • Reverse engineer any aspect of our Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Site;
    • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Site that you are not authorized to access;
    • Develop or use any third-party applications that interact with our Site without our prior written consent, including any scripts designed to scrape or extract data from our Site; or
    • Use our Site for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

     

  4. Limited License and Restrictions
    Our Site and the text, articles, white papers, research, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans, files, and other content contained therein (collectively, the “MRC Content”) are owned by or licensed to MRC and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, MRC and our licensors reserve all rights in and to our Site and the MRC Content. You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Site and the MRC Content for your own internal business use.The foregoing license is subject to these Terms and does not include any right to (a) sell, resell, or commercially use our Site or MRC Content; (b) copy, reproduce, distribute, publicly perform, or publicly display the MRC Content, except as expressly permitted by us or our licensors in writing; (c) modify the MRC Content, remove any proprietary rights notices or markings, or otherwise create or make any derivative works or uses of our Site or the MRC Content; (d) use any data mining, robots, or similar data gathering or extraction methods; and (e) use our Site or the MRC Content other than for their intended purposes. Any use of our Site or the MRC Content other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and will terminate the license granted to you.
  5. Third-Party Content
    We may provide information about third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through our Site via a web link (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. MRC does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
  6. Feedback
    Any questions, comments, suggestions, ideas, original or creative materials, or other information you submit about MRC, the MRC Content, or our products, services, or Site (collectively, “Feedback”) is non-confidential and will become the sole property of MRC. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
  7. Disclaimers
    Your use of our Site is at your sole risk. Our Site is provided “as is” and “as available” without warranties of any kind, and MRC expressly disclaims all warranties, whether express, implied, or statutory, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, MRC does not represent or warrant that our Site or MRC Content is accurate, complete, reliable, current, or error-free. While MRC attempts to make your access to and use of our Site safe, we cannot and do not represent or warrant that our Site or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Site.
  8. Indemnification
    You will indemnify, defend, and hold harmless MRC, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “MRC Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (including attorneys’ fees) arising out of or related to (a) your access to or use of our Site; (b) your Feedback; (c) your violation of these Terms; or (d) your conduct in connection with our Site. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and MRC or the other MRC Parties.
  9. Limitation of Liability
    To the maximum extent permitted by law, (a) MRC and the other MRC Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, special, or punitive damages or lost profits, even if MRC or the other MRC Parties have been advised of the possibility of such damages, and (b) the total liability of MRC and the other MRC Parties for any claim arising out of or relating to these Terms, our Site, or MRC Content, regardless of the form of the action, is limited to the greater of the amount paid, if any, by you to access or use our Site and US $20.00.    The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of MRC or the other MRC Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
  10. Transfer and Processing Data
    By accessing or using our Site, you consent to the processing, transfer, and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.
  11. Dispute Resolution; Binding Arbitration
    Please read the following section carefully because it requires you to arbitrate certain disputes and claims with MRC and limits the manner in which you can seek relief from us.Except for small claims disputes in which you or MRC seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or MRC seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and MRC waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Site resolved in court. Instead, all disputes arising out of or relating to these Terms or our Site will be resolved through confidential binding arbitration held in Chicago, Illinois in accordance with the Streamlined Arbitration Rules and Procedures (“Rules“) of the Judicial Arbitration and Mediation Site (“JAMS“), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.You and MRC agree that any dispute arising out of or related to these Terms or our Site is personal to you and MRC and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding.

    You and MRC agree that these Terms affect interstate commerce and that the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and MRC agree that for any arbitration you initiate, you will pay the filing fee and MRC will pay the remaining JAMS fees and costs. For any arbitration initiated by MRC, MRC will pay all JAMS fees and costs. You and MRC agree that the state or federal courts of the State of Illinois and the United States sitting in Chicago, Illinois have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

    Any claim arising out of or related to these Terms or our Site must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and MRC will not have the right to assert the claim.

    You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 11 by contacting us at our website https://www.mrc-rail.com/contact-us/. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 12.

  12. Governing Law and Venue
    These Terms and your access to and use of our Site will be governed by and construed and enforced in accordance with the laws of Illinois, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of Illinois and the United States, respectively, sitting in Chicago, Illinois.
  13. Changes to these Terms
    We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Site and update the “Last Updated” date above. We may also attempt to notify you by providing notice through our Site. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Site after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Site.
  14. Termination
    We reserve the right, without notice and in our sole discretion, to cease providing our Site or otherwise terminate your right to access or use our Site. We are not responsible for any loss or harm related to your inability to access or use our Site.
  15. General Terms
    These Terms constitute the entire agreement between you and MRC relating to your access to and use of our Site. The failure of MRC to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions, which will remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided in these Terms, these Terms are intended solely for the benefit of you and MRC and are not intended to confer third-party beneficiary rights upon any other person or entity.
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