Welcome to the Mobile Incident Compliance System (“MICS” or “System”), provided and maintained by Prep-ICS, LLC. (referred to hereinafter as, “Company,” or “We,” or “Us,” or “Our”), a service provided through a customized organizational website hosted by Us and located at https://< OrganizationIdentifer>.prep-ics.com (“Site”), Our APIs (“Web API” or “Web Services”) and mobile application (“Mobile App”), collectively referred to as the “Service.” MICS provides analytics and information services to regulated healthcare providers, such as hospitals, nursing homes, hospital systems, and skilled nursing facilities.
Please read this document carefully because these Terms of Use (collectively, the “Terms”) and Our Privacy Policy, incorporated by reference, describe the legally binding agreement between You and Your Company (referred to hereinafter as, “You”, or “Member,” or “User,” or “Your”) and Us. The Terms have been developed by Prep-ICS to describe the terms of Your use Our Site, Service and System, and shall be incorporated with each order form You receive.
Information regarding how We collect, use and disclose confidential, sensitive and personal information, if any, from Our clients can be found in Our Privacy Policy located at: https://prepics.com/privacy. You acknowledge and agree that Your use of the Service, and acceptance of the Terms herein, is subject to Our Privacy Policy, incorporated herein by reference.
ACCEPTANCE AND MODIFICATION.
By signing a purchase order or otherwise becoming a customer of MICS, You accept the Terms, and any dispute arising out of Your visit or use, will be governed by this Agreement. We may modify the Terms (including our Privacy Policy) at any time in Our sole discretion, by posting amended Terms to the Site or Mobile App, or by sending You an e-mail. Your continued use of the Site, Mobile App, and/or Service thereafter shall constitute acceptance of all revised, modified and/or amended Terms. However, You should review the most up-to-date version of the Terms and Privacy Policy from time-to-time on the Site and/or Mobile App. We will notify You of any Material changes, amendments or modifications to the Terms and Privacy Policy through the Mobile App or Site’s dashboard, or through other communication. In the event You choose not to agree and accept the new, modified or amended Terms, You may cease use of the Service, System and Site at any time. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.
If you do not wish to accept the change to the terms, you’re sole remedy is to cease use of the Service. In the event that a change to the Terms materially diminishes its utility to You, please contact Us with a statement of why the amendment has affected your use. Diminished utility due to a change in the Terms will make You eligible for a refund of a prorated amount of the fees paid.
THE SERVICE.
MICS is a system that makes accessible Incident Command System materials, records use by healthcare professionals of our mobile application, and gives analytics and use information to administrators, (all of which professionals and administrators are “Users”) to help its Users manage compliance with industry, state and Federal regulations. MICS consists of:
- the MICS mobile application running on Android or iOS operating systems, through which individual users enter and access information;
- the MICS Web service API which provides secure storage and access to emergency management analytics and resources; and
- the MICS Administrative Web Site which provides a browser-based interface for administering organizational emergency management records.
ELIGIBILITY FOR SERVICE.
If You use the Service, Site and/or System, You represent that You are (1) at least thirteen (13) years of age or older; (2) reside in the United States; and (3) have read, understood, and agree to be bound by the Terms, regardless of the device or platform by which You access the Site. If You don’t agree to the Terms or are under the age of thirteen (13), You may not use the System or the Service. If You are thirteen (13) years of age or older but under the age of eighteen (18) years, You must review the Terms of this Agreement with Your parent or legal guardian to make sure that both You and Your parent or legal guardian understand and agree to the Terms of this Agreement, and Your parent or legal guardian must accept this Agreement on Your behalf. If You are a parent or guardian agreeing to this Agreement for the benefit of a minor, then You agree to and accept full responsibility for that minor’s use of the Website.
REGISTRATION AND YOUR ACCOUNT.
By using the Service, Site and/or System, You agree to the following: When You register and create an account to use the Service, Site and/or System, You agree: (a) to keep current a valid email address and password for Your account (“Account”); (b) to submit accurate information on Your account; (c) to keep confidential, all aspects of Your Account including Your user name and password, and content associated with it; (d) that You are responsible for any and all uses of Your Account, whether or not You’ve authorized such use; (e) to keep confidential all aspects of other Users’ Account information that You may have authorized access to; (f) to immediately notify Us in writing of any unauthorized use of Your Account; and (g) that You will not use the Site, Service, or System for any unlawful or otherwise prohibited activity. The information required to create an Account may vary depending on the country or region You or Your company are registered in. You shall not voluntarily share or disclose Your Account password or the user information of others within your company to anyone outside of Your company, and You shall notify Us immediately of any actual or perceived unauthorized use of Your Account, or if You suspect that Your Account password has been stolen. You are responsible for all activities that occur under Your Account, whether or not You know about them. You shall not authorize any other person or entity to use Your unique User ID and password, unless they are an employee or agent. You are solely responsible for preventing such unauthorized use of Your account, and for the activities that take place on Your Account under the unauthorized use. If you become aware of
any unauthorized activity, please notify us ASAP at mics-admin@35.86.28.223. We are not liable for any misuse of Your account, and the sensitive information within, by an unauthorized party, unless the unauthorized use arises directly from Our gross negligence.
USER CONTENT AND GUARANTEE.
a. For purposes of these Terms: (i) “Content” means any text, software, scripts, graphics, photos, sounds, music, videos, logos, audiovisual combinations, interactive features and other materials You may view on, access through, or contribute to the Site, Service and/or System; and (ii) “User Content” means any Content or data that Account holders (including You) provide to be made available through the Service or Site.
b. By transmitting or submitting any User Content while using the Site, Service and/or System, You affirm, represent, guarantee and warrant that such transmission or submission is (a) accurate and up-to-date; (b) not in violation of any applicable laws, contractual restrictions or other third party rights, and that You have permission from any third party whose personal information or intellectual property is comprised in the User Content; (c) free of viruses, adware, spyware, worms or other malicious code; and (d) You acknowledge and agree that any of Your personal information within such content will at all times be processed by Us in accordance with Our Privacy Policy. You retain all right, title, and interest in and to Your User Content, including any related intellectual property rights, and We obtain no ownership, title, or interest under this Agreement in or to Your User Content, unless otherwise provided.
USER CONTENT INTELLECTUAL PROPERTY AND LICENSE.
When submitting information and User Content to Your Account via Our Service, You represent that You own or have sufficient rights in such User Content.
However, so that We can operate the Service effectively, You grant Us, by submitting Your User Content to the Service, a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, unlimited license, including the right to sublicense and assign to third parties, and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, Your User Content as well as all modified and derivative works thereof in connection with the Service. To the extent permitted by applicable laws, You hereby covenant not to assert against Us any moral rights You may have in any of Your User Content. The rights You grant in this license are for the limited purpose of operating and providing and promoting our Service.
At any time, You may remove or change Your User Content by editing or specifically deleting it. However, in certain instances, some of Your removed or edited User Content may not be completely removed, and copies of Your User Content may continue to exist on the systems or
servers which make available the Service, and other locations belonging to Us. Copies, or meta copies, of User Content and information is solely used for purposes associated with Our Service. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of Your User Content at any time.
RESTRICTIONS ON USER CONTENT.
We reserve the right to cancel a User Account at any time for any reason in Our sole discretion. User accounts may be cancelled for several reasons, including but not limited to:
- Submitting any unlawful, harassing, libelous, abusive, threatening, harmful, bigoted, racially offensive, obscene, or otherwise objectionable User Content;
- Any sexually explicit User Content;
- Language or User conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulation;
- Posting any unsolicited or unauthorized advertising, “spam,” or junk mail, including “chain letters” and “pyramid schemes”;
- Submitting any User Content that is alleged to infringe any patent, trademark, trade secret, copyright, or other proprietary right;
- Uploading a virus or User Content designed to disrupt, limit, or damage any functionality of any computer software, hardware or server;
- If We in Our judgment and sole discretion deem it appropriate and/or necessary to cancel a User Account.
You agree that the Service is not specially designed for use with any protected health data, as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended by the Health Information Technology for Economic and Clinical Health Act, including the HIPAA omnibus final rule. You may not submit protected health data to the Service unless You provide Us with proof of compliance with HIPAA and patient consent forms.
PROHIBITED ACTIVITIES.
Unless You have Our express written consent, You shall not, and will not attempt to:
(i) Use the Service to submit, store, transmit, or process malicious code, worms or viruses;
(ii) Use the Service to submit, store, transmit, or process User Content that is or may be: (a) threatening, harassing, degrading, hateful or intimidating; (b) libelous or defamatory; (c) fraudulent, tortious or unlawful; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) infringing of any person’s rights, any applicable laws, or Your obligations to any third party;
(iii) Use the Service to submit, store, transmit or process User Content that would give rise to criminal or civil liability or that encourages unlawful activity;
(iv) Gain unauthorized access to the Service, or to Our systems or networks;
(v) Interfere with or disrupt the integrity or performance of the Service, or thirdparty content contained therein;
(vi) Impersonate any person or entity or misrepresent Your affiliation with any person or entity in connection with the Service;
(vii) Reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Service;
(viii) Unless otherwise provided, remove any copyright, trademark, or other proprietary rights notice from the Service.
CANCELLATION OF USER ACCOUNT.
Without limiting or waiving any of Our other rights under these Terms, We may limit, suspend, terminate, modify, or delete Your Account or access to the Service if You are, or We suspect that You are, failing to comply with any of these Terms for any actual or suspected illegal or improper use of the Service, with or without notice to You. Additionally, We may limit, suspend, terminate, modify, or delete Your Account or access to the Service if We believe that You are infringing Our intellectual property rights or third parties’, or are acting inconsistently with the letter or spirit of Our Terms or any published policies. Data will be removed from mobile devices when Your Account is terminated, but only as technically feasible.
REMOVAL OF USER CONTENT AND REQUESTS.
We take the rights of others very seriously: if You have any concerns that User Content is improper or infringing, please contact Us at mics-admin@35.86.28.223 and if You would like the User Content removed, please provide Us with:
(ix) A detailed description of the objectionable content, including where it is located;
(x) A statement that You have a good faith belief that the poster does not have permission to use the said objectionable content;
(xi) A statement that You are the owner, or exclusive agent of the owner, of the objectionable content;
(xii) Your contact information, including telephone number and physical address, and;
(xiii) A signed and sworn statement, under penalty of perjury, that Your statements above are true to Your knowledge.
INFORMATION WE COLLECT AND HOW WE USE IT.
We will collect and use information, User Content and data such as, task sheets and workflows that are preloaded with HICS information, contact information, hospital information, addresses, names, device identifications numbers and/or information, free entry data, notes, reports, records, lists, protocols, and other pertinent information that is required or helps Us effectively provide Our Service through our Site and System. We will use the information, User Content and data, collected and/or acquired by submission, solely for business purposes, including but not limited to, feedback and improvements to the product and Service, data analytics, backup and maintenance, aggregate data compilation for client organization, and to share with any of Our technology partners who assist in providing Our Service. We will provide You with written notice should We use information or User Content in a way not provided herein or in our Privacy Policy.
DISCLOSURE OF INFORMATION AND USER CONTENT.
Your information, and the contents of all of Your online communications (including without limitation, text, internet protocol addresses, personal information, personal identifiable information, User Content,) may be accessed and monitored as necessary to provide the Service, and also may be disclosed: (i) when We have a good faith belief that We are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations (iii) where We believe that the Service is being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when We have a good faith belief that there is an emergency that poses a threat to the health and/or safety of You, another person or the public generally; and (v) in order to protect Our rights or property, including to enforce Our Terms and Service. By entering into these Terms, You hereby provide Your irrevocable consent to such monitoring, access and necessary disclosure. We will only disclose information that is necessary and required for the purpose at hand. Please see Our Privacy Policy for further disclosure policies on User Content and personal identifiable information.
SERVICE CONTENT LICENSE AND USE
All Content provided by Us on or through the Site, System, and Service remains Our sole intellectual property, and You shall not copy, duplicate, destroy, sell, publish or offer any Service Content except through the use of the Service pursuant to these Terms unless agreed upon in writing otherwise signed by the president of Prep-ICS. There is no transfer of ownership of the Content from Us to You or any Member, at any time. You are granted no right or license in any of Our trademarks unless otherwise provided in this Agreement.
Subject to Your compliance with these Terms, We grant You a limited, non-exclusive, nontransferable, non-sublicensable license to download, use, incorporate, view, copy, and display the Content, available APIs, Service and available source code, and solely in connection with Your permitted use of the Service, System and Site.
You agree that You will not download, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without Our prior written consent or the respective licensors of the Content. We reserve all rights not expressly granted in and to the Service, Site and System and the its Content. You agree that You will not download any Content unless that specific Content is accompanied by a “download” or similar link.
We authorize You, subject to these Terms, to access and use the Service, System and Site solely for Your business’s and/or company purpose. Any other use of the Site, System or Our Service is expressly prohibited.
This license is revocable at any time without notice, and with or without cause, in which case You will be eligible for a refund for the unexpired portion of the license. Unauthorized use of Our Intellectual Property and Content may violate copyright, trademark, and applicable communications regulations and statutes, and is strictly prohibited and enforceable under federal law.
SERVICE CONTENT GUARANTEE.
We do not guarantee, endorse or verify any Content provided on the Site or System, or Content made available through Our Service. The Content that We provide is provided to You on an “AS IS” basis. We do not guarantee that the Site, Service and/or System, or any of its content and features, will be available when You want or need them, and the information We provide is meant for educational and illustrative purposes only, and We cannot guarantee that the information We offer is without fault or that it will meet the specific needs or any particular facts or circumstances each user needs.
In any event, We cannot compensate You for harms We could not reasonably expect from providing this Site, Service and/or System for You. If You cause harm to Us or violate these Terms, such as by providing inaccurate information or posting infringing content, We may defend ourselves and require You to pay the costs of the defense or any judgment against it, or We may require You to defend Us against a third-party.
LINKS TO THIRD PARTY SITES.
The Site or System may contain links to other third-party websites that are not owned or controlled by Us. Please be aware that We are not responsible for the privacy or other practices of such third party websites and/or vendors. Accordingly, We cannot and shall not be responsible for any issues, including offensive or malicious content, usability, or other problems with or related to those websites. You are solely responsible for reading and understanding the policies and terms of use or service of any other website that You visit, both directly and indirectly relating to Our Site, System, and Service.
DISCLAIMER OF WARRANTIES
USE OF THE WEB API, MOBILE APP, SITE AND THE SERVICE IS AT YOUR SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM SUCH USE. THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. WE AND OUR LICENSORS, IF ANY, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY AS TO THE PERFORMANCE OF ANY THIRD PARTY, INCLUDING ANY VENDOR. NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NEITHER WE, NOR ANY OF OUR LICENSORS, MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, SITE, MOBILE APP, OR WEB API, AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, OR THAT DEFECTS IN THE SERVICE IN WHOLE OR IN PART, INCLUDING SOFTWARE, WILL BE CORRECTED. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE, MOBILE APP AND/OR WEB API, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, WEB API, MOBILE APP OR SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) 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 CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. IMPORTANTLY YOU ARE SOLELY RESPONSIBLE FOR THE SAFEKEEPING OF YOUR INFORMATION PROVIDED IN CONJUNCTION WITH THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
INDEMNITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) ARISING FROM: (I) YOUR USE OF AND ACCESS TO THE SITE, MOBILE APP, WEB API AND/OR SERVICE; (II) YOUR BREACH, NON-COMPLIANCE, OR VIOLATION OF ANY TERMS OF THESE TERMS OF USE OR OUR PRIVACY POLICY, BY YOU OR ANYONE UNDER YOUR DIRECTION AND CONTROL; (III) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (IV) ANY ACTUAL OR POTENTIAL CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD PARTY; (V) ANY ACT OR OMISSION OF YOURS OR ANYONE UNDER YOUR DIRETION OR CONTROL; (VI) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY LAW OR RIGHT OF ANY THIRD PARTY; AND/OR (VII) ANY LOSS OF PROFITS OF ANY KIND, FOR ANY REASON. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF USE AND YOUR USE OF THE SERVICE. IN ANY EVENT, WE CANNOT COMPENSATE YOU FOR HARMS WE COULD NOT REASONABLY EXPECT FROM PROVIDING THIS SITE, SERVICE, WEB API, MOBILE APP, AND/OR SYSTEM FOR YOU. IF YOU CAUSE HARM TO US OR VIOLATE THESE TERMS, SUCH AS BY PROVIDING INACCURATE INFORMATION OR POSTING INFRINGING CONTENT, WE MAY DEFEND OURSELVES AND REQUIRE YOU TO PAY THE COSTS OF THE DEFENSE OR ANY JUDGMENT AGAINST IT, OR WE MAY REQUIRE YOU TO DEFEND US AGAINST A THIRD-PARTY.
USERS MAY NOT INVOLVE US OR ANY OTHER INDEMNIFIED PARTY IN ANY DISPUTE, INCLUDING LITIGATION, ARISING OUT OF OR RELATED TO ANY TRANSACTION, AGREEMENT, OR ARRANGEMENT YOU MAY HAVE WITH ANY OTHER USER, RETAILER, OR OTHER THIRD PARTY ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICE (“DISPUTE”). IF YOU ATTEMPT TO DO SO YOU SHALL: (I) PAY ALL COSTS AND REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION THEREWITH BY US, ANY OF OUR AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AND YOU SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ALL LOSSES INCURRED BY ANY OF THEM AS A RESULT, AND (II) THE JURISDICTION FOR ANY SUCH DISPUTE SHALL BE LIMITED TO THE JURISDICTION SET FORTH ABOVE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, SYSTEM, MOBILE APP, WEB API OR SITE, INCLUDING DAMAGES FOR LOST PROFITS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING
OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, SYSTEM, MOBILE APP, AND/OR WEB API, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR LOGIN CREDENTIALS OR FUNDS, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR BACKUP PHRASE, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO THE NETWORK, OR THE FAILURE OF ANY MESSAGE TO SEND OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM. FURTHER, WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE, MOBILE APP, AND/OR WEB API. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE MAXIMUM LIABILITY OF US TO YOU SHALL NOT EXCEED THE NET AMOUNT OF FEES PAID BY YOU THROUGH THE SERVICE DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM.
EQUITABLE RELIEF
By using the Site and Service, You acknowledge that damages may be an inadequate remedy if You or anyone under Your direction or control breaches or threatens to breach any Terms, and that any such breach may cause Us significant and irreparable injury and damage. Accordingly, You acknowledge that We shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to seek injunctive relief in such event without the necessity of posting a bond.
CHOICE OF LAW AND VENUE
The Terms and this User Agreement are governed in all respects by the laws of the State of California. If You and/or we have any dispute which cannot be amicably settled, it shall be settled by submission to the State and Federal courts in California, and You hereby consent to the exclusive personal jurisdiction of such courts (“Jurisdiction”).
SEVERABILITY
If any provision of any Term is held to be invalid or unenforceable, such provision shall be struck and the remaining Terms shall be enforced, with the invalid or unenforceable provision deemed modified to the least extent necessary to make it valid and enforceable while encompassing the intent of the Terms. Any failure to act on Our part with respect to a breach of any Term does not waive our right to act with respect to a continuing, subsequent, or similar breach.
ASSIGNABILITY AND TRANSFER
You may not assign or transfer Your rights under the Terms, and any attempt to the contrary shall be void and of no effect. We may transfer our rights under this agreement in the event of a business consolidation or transfer. The Terms shall inure to the benefit of and be binding upon your and our respective successors and assigns.
NOTICE
Any notice required or given to You under the Terms may be delivered by electronic mail at the e-mail address You provide during registration on the Site, or on the Account Dashboard. All notice sent to Us shall be sent to: mics-admin@35.86.28.223.
ENTIRE AGREEMENT
These Terms, together with Our Privacy Policy, constitute the complete and exclusive understanding and agreement between You and Us relating to the subject matter hereof, and supersede all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral. If You have any questions or problems with any order placed by You in connection with the Service, System or Site, please contact Us via email at micsadmin@35.86.28.223