TERMS OF SERVICE AGREEMENT

PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR SITES AND OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS THE RESPONSIBILITY OF YOU, THE USER, CUSTOMER, OR PROSPECTIVE CUSTOMER TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR SITES OR OUR SERVICES. THIS TERMS OF SERVICE AGREEMENT IS EFFECTIVE AS OF 08/01/2024.

ACCEPTANCE OF TERMS

The following Terms of Service Agreement (the "TOS") is a legally binding agreement that shall govern the relationship with our users and others which may interact or interface with MB Partners, LLC, also known as WateringHole ("MB Partners", "WateringHole", "we", "us, or "our") located at 2 Mansfield Place, Darien, Connecticut 06820 and our subsidiaries and affiliates, in association with the use of the WateringHole website, which includeswww.getwateringhole.com(the "Site"), as well as through our mobile applications and related technologies ("Mobile App"), and its Services, which shall be defined below.

DESCRIPTION OF WEBSITE SERVICES OFFERED

The Site and the Mobile App comprise a social networking platform which has the following description:

A casual social networking platform for geographically proximate professionals to create and join in-person Events for sharing common interests outside of their professional environments.

Any and all visitors to our Site or Mobile App, despite whether they are registered or not, shall be deemed as "Users" of the herein contained Services provided for the purpose of this TOS. Once an individual registers for our Services, through the process of creating an account, the User shall then be considered a "Member".

The User and/or Member acknowledges and agrees that the Services provided and made available through the Site and applications, which may include some mobile applications and that those applications may be made available on various social media networking sites and numerous other platforms and downloadable programs, are the sole property of MB Partners, LLC. At its discretion, MB Partners, LLC may offer additional website Services and/or products, or update, modify or revise any current content and Services, and this Agreement shall apply to any and all additional Services and/or products and any and all updated, modified or revised Services unless otherwise stipulated. MB Partners, LLC does hereby reserve the right to cancel and cease offering any of the aforementioned Services and/or products. You, as the User and/or Member, acknowledge, accept and agree that MB Partners, LLC shall not be held liable for any such updates, modifications, revisions, suspensions or discontinuance of any of our Services and/or products.

Your continued use of the Services provided, after such posting of any updates, changes, and/or modifications shall constitute your acceptance of such updates, changes and/or modifications, and as such, frequent review of this Agreement and any and all applicable terms and policies should be made by you to ensure you are aware of all terms and policies currently in effect. Should you not agree to the updated, revised or modified terms, you must stop using the provided Services forthwith.

Furthermore, the User and/or Member understands, acknowledges and agrees that the Services offered shall be provided "AS IS" and as such MB Partners, LLC shall not assume any responsibility or obligation for the timeliness, missed delivery, deletion and/or any failure to store user content, communication or personalization settings.

REGISTRATION

To register and become a "Member" of the Site and/or Mobile App, you must be at least eighteen (18) years of age to enter into and form a legally binding contract. If you are under eighteen (18) years of age, you are not authorized to use the Services, with or without registering. If you choose to register for the Services, you must provide a valid birth date and cell phone number. You will receive a verification code sent to your phone number and you will be required to enter that verification code to complete registration. You may not share the verification code with any other person and for otherwise ensuring the security of your account with WateringHole. Registration data and all other information you provide in registering with the Services are governed by our Privacy Policy. In addition, you must be in good standing and not an individual that has been previously barred from receiving WateringHole's Services under the laws and statutes of the United States or other applicable jurisdiction.

When you register, WateringHole may collect information such as your name, e-mail address, phone number, birth date, gender, location, occupation, industry, certifications, school, and personal interests. You can edit your account information at any time. Once you register with WateringHole and sign in to our Services, you are no longer anonymous to us.

Furthermore, the registering party hereby acknowledges, understands and agrees to:

  1. furnish factual, correct, current and complete information with regards to yourself as may be requested by the data registration process, and
  2. maintain and promptly update your registration and profile information in an effort to maintain accuracy and completeness at all times.

If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, MB Partners, LLC will have sufficient grounds and rights to suspend or terminate the Member in violation of this aspect of the Agreement, and as such refuse any and all current or future use of MB Partners, LLC Services, or any portion thereof.

PRIVACY POLICY

Every member's registration data and various other personal information are strictly protected by the MB Partners, LLC Online Privacy Policy (see the full Privacy Policy at www.getwateringhole.com/privacy ). As a member, you herein consent to the collection and use of the information provided, including the transfer of information within the United States and/or other countries for storage, processing or use by MB Partners, LLC and/or our subsidiaries and affiliates.

MEMBER ACCOUNT, USERNAME, PASSWORD AND SECURITY

When you set up an account, you are the sole authorized user of your account. You shall be responsible for maintaining the secrecy and confidentiality of your password and for all activities that transpire on or within your account. It is your responsibility for any act or omission of any user(s) that access your account information that, if undertaken by you, would be deemed a violation of the TOS. It shall be your responsibility to notify MB Partners, LLC immediately if you notice any unauthorized access or use of your account or password or any other breach of security. MB Partners, LLC shall not be held liable for any loss and/or damage arising from any failure to comply with this term and/or condition of the TOS.

CONDUCT

As a User or Member of the Site and/or Mobile App, you herein acknowledge, understand and agree that all information, text, software, data, photographs, music, video, messages, tags or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the individual from whom the content originated. In short, this means that you are solely responsible for any and all content posted, uploaded, emailed, transmitted or otherwise made available by way of the WateringHole Services, and as such, we do not guarantee the accuracy, integrity or quality of such content. It is expressly understood that by use of our Services, you may be exposed to content including, but not limited to, any errors or omissions in any content posted, and/or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available by WateringHole.

Furthermore, you herein agree not to make use of MB Partners, LLC's Services for the purpose of:

  1. uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
  2. causing harm to minors in any manner whatsoever;
  3. impersonating any individual or entity, including, but not limited to, any WateringHole officials, forum leaders, guides or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;
  4. forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
  5. uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
  6. uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
  7. uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
  8. uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
  9. disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real time interactions;
  10. interfering with or disrupting any MB Partners, LLC Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers;
  11. intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
  12. providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance to Section 219 of the Immigration Nationality Act;
  13. "stalking" or with the intent to otherwise harass another individual; and/or
  14. collecting or storing of any personal data relating to any other Member or User in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

MB Partners, LLC herein reserves the right to pre-screen, refuse and/or delete any content currently available through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate the TOS or which would otherwise be considered offensive to other visitors, users and/or Members.

MB Partners, LLC herein reserves the right to access, preserve and/or disclose member account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:

  1. compliance with any legal process;
  2. enforcement of the TOS;
  3. responding to any claim that therein contained content is in violation of the rights of any third party;
  4. responding to requests for customer service; or
  5. protecting the rights, property or the personal safety of MB Partners, LLC, its visitors, users and members, including the general public.

MB Partners, LLC herein reserves the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by MB Partners, LLC or any other content providers supplying content services to MB Partners, LLC. You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services. Furthermore, unauthorized reproduction, publication, distribution, or exhibition of any information or materials supplied by our Services, despite whether done in whole or in part, is expressly prohibited.

INTERSTATE COMMUNICATION

Upon registration, you hereby acknowledge that by using www.getwateringhole.com or the Mobile App to send electronic communications, which would include, but are not limited to, email, searches, instant messages, uploading of files, photos and/or videos, you will be causing communications to be sent through our computer network. Therefore, through your use, and thus your agreement with this TOS, you are acknowledging that the use of this Service shall result in interstate transmissions.

INTERSTATE COMMUNICATION

MB Partners, LLC shall not lay claim to ownership of any content submitted by any visitor, Member, or User, nor make such content available for inclusion on our website Services. Therefore, you hereby grant and allow for MB Partners, LLC the below listed worldwide, royalty-free and non-exclusive licenses, as applicable:

  1. The content submitted or made available for inclusion on MB Partners, LLC's sites, including the Mobile App, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services is for the sole purpose of providing and promoting the specific area to which this content was placed and/or made available for viewing. This license shall be available so long as you are a Member of MB Partners, LLC's sites, and shall terminate at such time when you elect to discontinue your membership.
  2. Photos, audio, video and/or graphics submitted or made available for inclusion on MB Partners, LLC's sites, including the Mobile App, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services are for the sole purpose of providing and promoting the specific area in which this content was placed and/or made available for viewing. This license shall be available so long as you are a Member of MB Partners, LLC's sites and shall terminate at such time when you elect to discontinue your membership.
  3. For any other content submitted or made available for inclusion on MB Partners, LLC's sites, including the Mobile App, the continuous, binding and completely sub-licensable license which is meant to permit to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and/or publicly display said content, whether in whole or in part, and the incorporation of any such Content into other works in any arrangement or medium current used or later developed.

Those areas which may be deemed publicly accessible areas of MB Partners, LLC's sites are those such areas of our network properties which are meant to be available to the general public, and which would include message boards and groups that are openly available to both Users and Members. However, those areas which are not open to the public, and thus available to Members only, would include our mail system and instant messaging.

CONTRIBUTIONS TO COMPANY WEBSITE

MB Partners, LLC may provide an area for our users and members to contribute feedback to our Site and Mobile App. When you submit ideas, documents, suggestions and/or proposals ("Contributions") to our Site or Mobile App, you acknowledge and agree that:

  1. your contributions do not contain any type of confidential or proprietary information;
  2. WateringHole shall not be liable or under any obligation to ensure or maintain confidentiality, expressed or implied, related to any Contributions;
  3. WateringHole shall be entitled to make use of and/or disclose any such Contributions in any such manner as they may see fit;
  4. the contributor's Contributions shall automatically become the sole property of WateringHole; and
  5. WateringHole is under no obligation to either compensate or provide any form of reimbursement in any manner or nature.

INDEMNITY

All Users and/or Members herein agree to insure and hold MB Partners, LLC, our subsidiaries, affiliates, agents, employees, officers, partners and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees made by any third party which may arise from any content a Member or User of our Site and/or Mobile App may submit, post, modify, transmit or otherwise make available through our Services, the use of WateringHole Services or your connection with these Services, your violations of the Terms of Service and/or your violation of any such rights of another person.

COMMERCIAL REUSE OF SERVICES

The Member or User herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to WateringHole's sites.

USE AND STORAGE GENERAL PRACTICES

You herein acknowledge that MB Partners, LLC may set up any such practices and/or limits regarding the use of our Services, without limitation of the maximum number of days that any email, message posting or any other uploaded content shall be retained by MB Partners, LLC, nor the maximum number of email messages that may be sent and/or received by any Member, the maximum volume or size of any email message that may be sent from or may be received by an account on our Service, the maximum disk space allowable that shall be allocated on MB Partners, LLC's servers on the Member's behalf, and/or the maximum number of times and/or duration that any Member may access our Services in a given period of time. In addition, you also agree that MB Partners, LLC has absolutely no responsibility or liability for the removal or failure to maintain storage of any messages and/or other communications or content maintained or transmitted by our Services. You also herein acknowledge that we reserve the right to delete or remove any account that is no longer active for an extended period of time. Furthermore, MB Partners, LLC shall reserve the right to modify, alter and/or update these general practices and limits at our discretion.

Any messenger service, which may include any web-based versions, shall allow you and the individuals with whom you communicate with the ability to save your conversations in your account located on MB Partners, LLC's servers. In this manner, you will be able to access and search your message history from any computing device, including smartphones, with internet access. You also acknowledge that others have the option to use and save conversations with you in their own personal account on www.getwateringhole.com or through the Mobile App. It is your agreement to this TOS which establishes your consent to allow MB Partners, LLC to store any and all communications on its servers. All communications and photos in said communications will automatically be deleted from MB Partners, LLC's servers ten (10) days after the completion of the Event associated therewith.

MODIFICATIONS

MB Partners, LLC shall reserve the right at any time it may deem fit, to modify, alter and or discontinue, whether temporarily or permanently, our Services, or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or to any third party for any such alteration, modification, suspension and/or discontinuance of our Services, or any part thereof.

TERMINATION

As a Member of www.getwateringhole.com, you may cancel or terminate your account, associated email address and/or access to our Services by submitting a cancellation or termination request to customersupport@getwateringhole.com or by deactivating your account via our Mobile App through the designated link(s).

As a Member, you agree that MB Partners, LLC may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Services. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to:

  1. any breach or violation of our TOS or any other incorporated agreement, regulation and/or guideline;
  2. by way of requests from law enforcement or any other governmental agencies;
  3. the discontinuance, alteration and/or material modification to our Services, or any part thereof;
  4. unexpected technical or security issues and/or problems;
  5. any extended periods of inactivity;
  6. any engagement by you in any fraudulent or illegal activities; and/or
  7. the nonpayment of any associated fees that may be owed by you in connection with your www.getwateringhole.com account Services.

Furthermore, you herein agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of our Services.

The termination of your account with www.getwateringhole.com shall include any and/or all of the following:

  1. the removal of any access to all or part of the Services offered within www.getwateringhole.com;
  2. the deletion of your password and any and all related information, files, and any such content that may be associated with or inside your account, or any part thereof; and
  3. the barring of any further use of all or part of our Services.

DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

  1. Agreement to Arbitrate
  2. This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and MB Partners, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and MB Partners are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

  3. Prohibition of Class and Representative Actions and Non-Individualized Relief
  4. YOU AND MB PARTNERS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND MB PARTNERS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

  5. Pre-Arbitration Dispute Resolution
  6. MB Partners is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at customersupport@getwateringhole.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to MB Partners should be sent to MB Partners, LLC., 2 Mansfield Place, Darien CT 06820, United States ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If MB Partners and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or MB Partners may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by MB Partners or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or MB Partners is entitled

  7. Arbitration Procedures
  8. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, . If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

    Unless MB Partners and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, MB Partners agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

  9. Costs of Arbitration
  10. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either MB Partners or you under the AAA Rules, MB Partners and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, MB Partners will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, MB Partners will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

  11. Confidentiality
  12. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

  13. Severability
  14. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

  15. Future Changes to Arbitration Agreement
  16. Notwithstanding any provision in these Terms of Service to the contrary, MB Partners agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending MB Partners written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

LINKS

Either MB Partners, LLC or any third parties may provide links to other websites and/or resources. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you acknowledge and agree that MB Partners, LLC shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource.

PROPRIETARY RIGHTS

You do hereby acknowledge and agree that MB Partners, LLC's Services and any essential software that may be used in connection with our Services ("Software") shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by MB Partners, LLC or such applicable licensor, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or created any plagiaristic works which are based on MB Partners, LLC Services (e.g. Content or Software), in whole or part.

MB Partners, LLC herein has granted you personal, non-transferable and non-exclusive rights and/or license to make use of the object code or our Software on a single computer, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, you do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. Lastly, you also agree not to access or attempt to access our Services through any means other than through the interface which is provided by MB Partners, LLC for use in accessing our Services.

WARRANTY DISCLAIMERS

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

  1. THE USE OF MB PARTNERS, LLC SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. MB PARTNERS, LLC AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.;
  2. MB PARTNERS, LLC AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) MB PARTNERS, LLC SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) MB PARTNERS, LLC SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE MB PARTNERS, LLC SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.
  3. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF MB PARTNERS, LLC SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.
  4. NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM MB PARTNERS, LLC OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
  5. A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

LIMITATION OF LIABILITY

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT MB PARTNERS, LLC AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:

  1. THE USE OR INABILITY TO USE OUR SERVICE;
  2. THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;
  3. UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;
  4. STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE;
  5. AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.

RELEASE

In the event you have a dispute, you agree to release MB Partners, LLC (and its officers, directors, employees, agents, parent subsidiaries, affiliates, co-branders, partners and any other third parties) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.

EXCLUSION AND LIMITATIONS

THERE ARE SOME JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS OF SECTIONS WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

THIRD PARTY BENEFICIARIES

You herein acknowledge, understand and agree, unless otherwise expressly provided in this TOS, that there shall be no third-party beneficiaries to this agreement.

NOTICE

MB Partners, LLC may furnish you with notices, including those with regards to any changes to the TOS, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our website Services, or other reasonable means currently known or any which may be herein after developed. Any such notices may not be received if you violate any aspects of the TOS by accessing our Services in an unauthorized manner. Your acceptance of this TOS constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed our Services in an authorized manner.

TRADEMARK INFORMATION

You herein acknowledge, understand and agree that all of the MB Partners, LLC trademarks, copyright, trade name, service marks, and other MB Partners, LLC logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of MB Partners, LLC. You herein agree not to display and/or use in any manner the MB Partners, LLC logo or marks without obtaining MB Partners, LLC's prior written consent.

INTELLECTUAL PROPERTY RIGHTS

Services Content: You herein acknowledge, understand and agree that the Services may contain content or features ("Services Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by WateringHole, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The WateringHole name and logos are trademarks and service marks of WateringHole (collectively the "WateringHole Trademarks"). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to WateringHole. Nothing in these Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the WateringHole Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of the WateringHole Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will WateringHole be liable in any way for any content or materials of any third parties (including Users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that WateringHole does not pre-screen content, but that WateringHole and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, WateringHole and its designees will have the right to remove any content that violates these Terms of Service or is deemed by WateringHole, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant WateringHole and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Services and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You acknowledge and agree that WateringHole may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of WateringHole, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS NOTICE & PROCEDURES

MB Partners, LLC will always respect the intellectual property of others, and we ask that all of our users do the same. With regards to appropriate circumstances and at its sole discretion, MB Partners, LLC may disable and/or terminate the accounts of any user who violates our TOS and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us the following information:

  1. The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;
  2. A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
  3. A description of the location of the content which you allege has been infringing upon your work;
  4. Your physical address, telephone number, and email address;
  5. A statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents or the law;
  6. And finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is truthful and accurate, and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner's behalf.

The MB Partners, LLC Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:

Mailing Address:

MB Partners, LLC
Attn: Copyright Agent
2 Mansfield Place
Darien, Connecticut 06820

Telephone: 203-822-8665
Email: customersupport@getwateringhole.com

GENERAL INFORMATION

ENTIRE AGREEMENT

This TOS constitutes the entire agreement between you and MB Partners, LLC and shall govern the use of our Services, superseding any prior version of this TOS between you and us with respect to MB Partners, LLC Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other MB Partners, LLC Services, affiliate Services, third-party content or third-party software.

CHOICE OF LAW AND FORUM

It is at the mutual agreement of both you and MB Partners, LLC with regard to the TOS that the relationship between the parties shall be governed by the laws of the state of Connecticut without regard to its conflict of law provisions and that any and all claims, causes of action and/or disputes, arising out of or relating to the TOS, or the relationship between you and MB Partners, LLC, shall be filed within the courts having jurisdiction within the County of , Connecticut or the U.S. District Court located in said State. You and MB Partners, LLC agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

WAIVER AND SEVERABILITY OF TERMS

At any time, should MB Partners, LLC fail to exercise or enforce any right or provision of the TOS, such failure shall not constitute a waiver of such right or provision. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

NO RIGHT OF SURVIVORSHIP NON-TRANSFERABILITY

You acknowledge, understand and agree that your account is non-transferable and any rights to your ID and/or contents within your account shall terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

STATUTE OF LIMITATIONS

You acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or the TOS must be filed within one (1) year after said claim or cause of action arose or shall be forever barred.

VIOLATIONS

Please report any and all violations of this TOS to MB Partners, LLC as follows:

Mailing Address:

MB Partners, LLC
2 Mansfield Place
Darien, Connecticut 06820

Telephone: 203-822-8665
Email: customersupport@getwateringhole.com