Terms of Use

Terms of Use

Last Modified: January 30, 2015

Introduction; Your Agreement to these Terms of Use.

Your use of the Microclinic International (MCI) website, including any of its services (collectively, the “Site”) is subject to these Terms (as defined below). By accessing or using the Site, you enter into a legal contract between you, a member or user of at least 18 years of age (“You”), and MCI regarding Your use of the Site. Visitors and users of the Site are referred to individually as “User” and collectively as “Users”.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY REGISTERING FOR, ACCESSING, BROWSING, OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS IN THESE TERMS OF USE, INCLUDING ANY ADDITIONAL GUIDELINES AND POLICIES REFERENCED IN THESE TERMS OF USE (COLLECTIVELY, THE “TERMS”).

1. Privacy Policy. Your privacy is important to MCI. MCI’s Privacy Policy is hereby incorporated into these Terms by reference.

2. Individual Features and Services. When using the Site, You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into these Terms.

3. Modification of these Terms. From time to time, MCI may change, remove, add to or otherwise modify the Terms, and reserves the right to do so in its discretion. In such case, we will post the updated Terms and indicate the date of revision. We encourage You to periodically review the Terms. In addition, if our modifications or additions are material, we will make reasonable efforts to notify You electronically. For example, we may send a message to Your email address, if we have one on file, or generate a pop-up or similar notification when You visit the Site for the first time after such material modifications are made. All new and/or amended Terms automatically take effect thirty (30) days after they are initially posted on the Site, except that (i) no modification to the Terms will apply to any dispute between You and MCI that arose prior to the date of such modification, and (ii) if You do not agree with any modification to the Terms, You may terminate the Agreement by ceasing use of the Site. Your continued use of the Site after new and/or revised Terms have been posted indicate that You have read, understood, and agreed to the current version of the Terms.

4. User Postings License Grant; Representations and Warranties.

4.1 User Postings Generally. MCI may now or in the future permit the posting by You and other Users of comments, written works, images, audio works, audio-visual works or other communications (collectively, “User Postings”) and the hosting, sharing, and/or publishing of such User Postings. You understand that whether or not such User Postings are published, MCI does not guarantee any confidentiality with respect to any submissions.

4.2 Limited License Grant to MCI. By submitting or distributing User Postings on or through the Site, You hereby grant to MCI a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, distribute and re-distribute, and otherwise exploit Your User Postings, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). You also irrevocably grant the Site’s Users the right to access Your User Postings in connection with their use of the Site.

4.3 User Postings Representations and Warranties. You are solely responsible for Your User Postings and the consequences of posting or publishing them. By uploading and publishing Your User Postings, You affirm, represent, and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize MCI and MCI’s Users to use and distribute Your User Postings as necessary to exercise the licenses granted by You in this Section and in the manner contemplated by MCI and these Terms of Use; (2) Your User Postings do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (3) Your User Postings do not contain any viruses, adware, spyware, worms, or other malicious code. Violators of third-party rights may be subject to criminal and civil liability. MCI reserves all rights and remedies against any User who violates these Terms.

4.4 User Postings Disclaimer. You understand that when using the Site You will be exposed to User Postings from a variety of sources, and that MCI is not responsible for the content of such User Postings (including, without limitation, the accuracy, usefulness, or intellectual property rights of or relating to such User Postings). You further understand and acknowledge that You may be exposed to User Postings that are inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against MCI with respect thereto. MCI does not endorse or adopt any User Postings or any opinion, recommendation or advice expressed therein, and MCI expressly disclaims any and all liability in connection with User Postings. If notified by a User or a content owner of a User Posting that allegedly does not conform to these Terms of Use, MCI may investigate the allegation and determine in its sole discretion whether to remove the User Posting, which it reserves the right to do at any time and without notice. For clarity, MCI does not permit copyright infringing activities on the Site.

5. Prohibited Conduct.

BY USING THE Site YOU AGREE not TO:

5.1 use the Site for any purposes other than to access the Site for the purposes for which it is offered by MCI;

5.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined below);

5.3 post, upload, or distribute any defamatory, libelous, or inaccurate User Postings or other content;

5.4 post, upload, or distribute any User Postings or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

5.5 impersonate any person or entity, falsely claim an affiliation with any person or entity, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Site, or perform any other similar fraudulent activity;

5.6 delete the copyright or other proprietary rights notices on the Site or User Postings;

5.7 make unsolicited offers, advertisements, proposals, or send any unsolicited communications to other Users of the Site. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;

5.8 use the Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

5.9 defame, harass, abuse, threaten or defraud Users of the Site, or collect, or attempt to collect, personal information about Users or third parties without their consent, or use the Site for any commercial use, it being understood that the Site is for personal, non-commercial use only;

5.10 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site or User Postings, features that prevent or restrict use or copying of any content accessible through the Site, or features that seek to impose or enforce limitations on the use of the Site or User Postings;

5.11 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

5.12 modify, adapt, translate or create derivative works based upon the Site or any part thereof, except and only to the extent foregoing restriction is expressly prohibited by applicable law; or

5.13 intentionally or knowingly interfere with or damage operation of the Site or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

6. Third-Party Sites, Products and Services; Links. The Site may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). MCI does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site are solely between You and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites, is solely at your own risk. We ARE NOT responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through ANY REFERENCE SITES.

7. Termination.

7.1 MCI. You agree that MCI, in its sole discretion, for any or no reason, and without penalty, may terminate Your use of the Site and remove and discard all or any part of any User Posting, at any time. MCI may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. You agree that any termination of Your access to the Site may be effected without prior notice, and You agree that MCI will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies MCI may have at law or in equity. As discussed herein, MCI does not permit copyright infringing activities on the Site, and will terminate access to the Site, and remove all User Postings or other content submitted by any Users who are found to be repeat infringers.

7.2 You. Your only remedy with respect to any dissatisfaction with (i) the Site, (ii) any term of these Terms, (iii) Guidelines, (iv) any policy or practice of MCI in operating the Site, or (v) any content or information transmitted through the Site, is to discontinue use of any and all parts of the Site.

8. Ownership; Proprietary Rights. As between the parties, the Site is owned and operated by MCI. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of or content (other than User Postings) provided on the Site provided by MCI (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Postings that are provided and owned by Users, all Materials contained on or offered through the Site are the property of MCI or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names on the Site are proprietary to MCI or its affiliates and/or third-party licensors. Except as expressly authorized by MCI, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. MCI reserves all rights not expressly granted in these Terms of Use.

9. Indemnification. You agree to indemnify, save, and hold MCI, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your use or misuse of the Site, any violation by You of these Terms, or any breach of the representations, warranties, and covenants made by You herein. MCI reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify MCI, and You agree to cooperate with MCI’s defense of these claims. MCI will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

10. Disclaimers; No Warranties.

10.1 No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MCI, and its affiliates, partners, LICENSORS and SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS WITH RESPECT TO THE SITE AND THE MATERIALS. no PRODUCT, advice or information, whether oral or written, obtained by You from MCI or through the Site will create any warranty not expressly stated herein. You expressly acknowledge that as used in this Section the term MCI includes MCI’s officers, directors, employees, shareholders, agents, licensors and subcontractors.

10.2 “As is” and “As available” and “With All Faults”. You expressly agree that use of the Site is at your sole risk. THE Site AND ANY PRODUCTS, MATERIALS, DATA, INFORMATION, THIRD-PARTY SOFTWARE, User Postings, reference sites, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE Site ARE PROVIDED on an “AS IS” AND “AS AVAILABLE”, “with all faults” basis and WITHOUT WARRANTIES or representations OF ANY KIND EITHER EXPRESS OR IMPLIED.

10.3 Content. MCI, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, User Postings, FUNCTIONS, or any other information OFFERED ON or through THE SITE or any reference sites WILL BE UNINTERRUPTED, or free of errors, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

10.4 Accuracy. MCI, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ITS PRODUCTS, THE SITE or any reference sites IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

10.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU use, access, DOWNLOAD, OR OTHERWISE OBTAIN information, materials, OR DATA THROUGH THE SITE AND any reference sites AT YOUR own DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (including your computer system) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD or use OF SUCH MATERIAL OR DATA.

11. Limitation of Liability and Damages.

11.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL MCI OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY direct, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (including without limitation damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues, or loss of anticipated profits OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SITE or any reference sites, OR ANY OTHER INTERACTIONS WITH MCI, EVEN IF MCI OR A MCI AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED on any reference sites or otherwise BY THIRD PARTIES OTHER THAN MCI AND RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY reference sites.

12. Miscellaneous.

12.1 Notice. MCI may provide You with notices, including those regarding changes to these Terms of Use, by email, regular mail or postings on the Site. Notice will be deemed given twenty-four hours after email is sent, unless MCI is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the Site. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Site is deemed given 30 days following the initial posting.

12.2 Waiver. The failure of MCI to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by MCI.

12.3 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

12.4 Arbitration. For Users residing outside the United States of America and using the Site in another territory, Section 12.5 (Jurisdiction) does not apply and this Section applies to You. Any dispute or claim arising out of or in connection with these Terms or your use of the MCI Services shall be finally settled by binding arbitration in OAKLAND, California under the Rules of Arbitration of the International Chamber of Commerce by three arbitrator(s) appointed in accordance with said rules; judgment on the award rendered by these arbitrators may be entered in any court having jurisdiction thereof. The parties agree that this arbitration is the exclusive remedy for any disputes.

12.5 Jurisdiction. For Users residing inside the United States of America and using the Site in the United States, Section 14.4 (Arbitration) does not apply and this Section 14.5 applies to You. You agree that any action at law or in equity arising out of or relating to these Terms or MCI will be filed only in the state or federal courts in and for Santa Clara County, California, and You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.

12.6 Severability. If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

12.7 Assignment. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by MCI without restriction. Any assignment attempted to be made in violation of these Terms of Use shall be void.

12.8 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.

12.9 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

12.10 Entire Agreement. These Terms, the Privacy Policy and Guidelines constitute the entire agreement between You and MCI relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms, Privacy Policy or Guidelines made by MCI.

12.11 Claims. YOU AND MCI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Please contact us at info@microclinics.org with any questions regarding these Terms.

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