Customer Ratings and Reviews Terms and Conditions Agreement
This Customer Ratings and Reviews Terms and Conditions Agreement ('Agreement') governs the rights, responsibilities and legal obligations of all participants ('Participants' and/or 'you') and all submissions made by you with regard to and/or in connection with all Ratings and Reviews Services, web-based and/or social media based rating, review, and/or sampling services (collectively, the 'Services') offered by MTD Products Company and its affiliates, assigns, subsidiaries, parent company, successors, brands, licensees, and/or agents (collectively referenced herein as 'MTD') on MTD owned or sponsored websites and/or online applications, or on designated third party informational or ecommerce websites ('Website'and/or 'Websites'). Where used in this Agreement, 'Submission' means any communication submitted to MTD by you in digital or hard copy form, through the use of text, photography, videography, recorded audio or by any other means or media in connection with your participation in the Services. Products provided to Participants, without any expectation of payment, for the purpose of providing Participants' independent and unbiased online rating or review ('Promotional Product(s)' through the Services may be provided by a third-party, or manufactured specifically by or on behalf of MTD.
By participating in the Services, you acknowledge and agree that:
' Promotional Products provided to you are not sold to you;
' Promotional Products provided to you are on an "as is" basis. MTD makes no product warranties to you, and accepts no responsibility for return, repair, refund or replacement. MTD will only deliver products to the delivery address provided by you when signing up for the Services, and your ongoing eligibility to participate in the Services is at the discretion of MTD or its designee;
' You will take all necessary steps to ensure that any non-public information made available to you in relation to the Services is kept confidential and that you will use such information only for the purposes of your participation in the Services;
' You will personally write and submit, as a bonafide user, your true, honest, accurate, independent, original, and unbiased Submission and not review any product where you have a conflict of interest due to any employment or agency relationship you have with the product manufacturer, or any of its parents, subsidiaries, affiliates, distributors, advertising and promotions agencies or otherwise;
' You will not sell, exchange, return for money or give possession of any Promotional Product to any other person, or delegate to anyone else the opportunity to write or submit a Submission;
' MTD's use of your Submission does not violate the terms of this Agreement;
' You are a resident of the United States of America, and that you have reached the age of majority in your jurisdiction;
' Your Submission is made without any payment and/or expectation of payment to you by MTD or any other entity, except for the opportunity to retain ownership of any Promotional Product provided to you as part of the Services;
' You will clearly, conspicuously, adjacently, and publicly communicate that you received a Promotional Product at no cost in exchange for your true and honest opinion as part of your participation in the Services, if you receive a Promotional Product.
In addition, you agree that you shall not submit:
· Knowingly false, inaccurate, misleading, offensive, profane, vulgar, obscene, slanderous, inflammatory, libelous, or defamatory, and/or any information and/or Submission that is inappropriate for public viewing and consumption, at MTD's sole discretion;
· Digital images, text, photography, videography, or any other form of media which violates any federal, state, or local law, statute, ordinance or regulation, including, but not limited to, infringement of any copyright, patent, trademark or trade name, trade secret, right of publicity, right of privacy, moral rights, and/or other applicable personal or proprietary rights of any third party;
· Text, photography, videography, or other forms of media which directly or indirectly encourages any criminal or civil offense;
· Content promoting or depicting third party websites or other contact information;
· Content or information for which you received from a third party any type of financial payment or other consideration;
· Anything that is considered mean toward a third party, at MTD's sole discretion.
TERMINATION OF PARTICIPATION AND ACCESS
MTD reserves the right to modify, extend, suspend, or terminate your access to the Services if MTD determines, in its sole discretion, that the Services are technically impaired or corrupted or that fraud or technical problems, failures or malfunctions or other causes beyond MTD's control have destroyed or severely undermined or to any degree impaired the integrity, administration, security, and/or feasibility of the Services as contemplated herein including without limitation, by reason of infection by computer virus, Trojan Horse, worms, bugs, tampering, unauthorized intervention, force majeure, or technical failure.
REVISIONS AND CONTINUED USE
MTD retains all right, title and interest in all Submissions once submitted and also reserves the right to edit, adapt, publish and/or delete or otherwise destroy any or all of the Submissions, and may use them in any media without attribution or compensation to the respective Participant, his or her successors or assigns, or any other entity. In addition, by entering, Participant represents and warrants that the Submissions are original; do not infringe any other person's or entity's rights; and do not contain personal information of any individual.
LIMITATIONS OF LIABILITY AND RELEASE
By entering a Submission and/or participating in the Services, you hereby waive and release, and agree to hold harmless MTD Products Company, and its respective parents, subsidiaries, affiliates, distributors, advertising and promotions agencies and all of their respective officers, directors, employees, representatives and agents (the 'Released Parties'), from and against, any and all rights, claims and causes of action whatsoever that Participants may have, or which may arise, for any liability for any matter, cause or claim whatsoever, including but not limited to any injury, loss, damage, whether direct, compensatory, incidental or consequential, to person, including death and property, arising in whole or in part, directly or indirectly, from their acceptance, possession, use or misuse of a Promotional Product in the Services, or their participation in any program or Product related activity. You also further acknowledge that the Released Parties, their affiliates, subsidiaries, employees, officers, directors, and promotions and advertising agencies have neither made, nor are in any manner responsible or liable for, any warranty, representation or guarantee, expressed or implied, in fact or in law relative to any product or the Services including, but not limited to, quality, condition or fitness for a particular purpose. You also further agree to use any Promotional Product provided to you in a safe and proper manner and to read all applicable owners' manuals and related instructions and to follow all applicable safety procedures, recommendations and requirements related to the use of the Promotional Product.
Liability for any applicable federal, state or other taxes or fees will be the sole responsibility of the Participants.
CHOICE OF LAW AND VENUE
These Terms and Conditions shall be governed by and construed in accordance with the laws of the United States of America and the State of Ohio, as applicable herein, without reference to its conflicts of laws principles. Any and all disputes, claims, and causes of action with the Released Parties arising out of or connected with the Services, shall be resolved individually, and exclusively by arbitration, properly and exclusively in the Court of Common Pleas, Cuyahoga County, Ohio, or the United States District Court, Northern District of Ohio, and the parties expressly waive any and all rights which they may have, or which may hereafter arise, to contest the propriety of such choice of jurisdiction and venue, or to invoke the doctrine of Forum Non Conveniens. Any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in the Services, but in no event attorneys' fees. You hereby waive all rights to: (i) claim or be awarded any punitive, direct, indirect, incidental, and consequential damages and any other damages, other than for actual out-of-pocket expenses; and (ii) to have damages multiplied or otherwise increased. You recognize that the provisions of this paragraph are a material factor in your decision to participate in the Services.
In the event that any of the provisions or portions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions hereof, shall not be affected thereby and effect shall be given to the intent manifested by the remaining provisions, or portions hereof, which are held to be enforceable and valid.
If you do not agree to any provision of this Agreement, do not make a Submission and/or immediately discontinue your participation in the Services.