MSCS Technology, LLC Terms of Service
(last revised October 20, 2017)
The following User Agreement (the "Agreement") governs the use of our websites (the "Site"), our mobile applications ("App"), and our related sites and online services (collectively, the "Services") including, without limitation whether free or provided on a paid subscription basis, as provided or made available by MSCS Technology, LLC, Inc. ("MSCS" or "us" or "we"). Please read the terms and conditions contained in this Agreement carefully. Your use of and/or registration with the Service will constitute your ongoing acceptance of this User Agreement. If you cannot accept this Agreement, please do not use the Service.
MSCS reserves the right to modify or replace this Agreement at any time and in MSCS's sole discretion. MSCS will indicate at the top of this Agreement the date such document was last updated. Any changes will be effective immediately upon posting the revised version (or such later effective date as may be indicated at the top of the revised Agreement). It is your responsibility to regularly check the website to determine if there have been changes to this User Agreement and to review such changes. Your continued use of the Service following the posting of any changes to the Agreement will constitute your acceptance of any such changes. If you do not agree to the changes, you must stop using the Service.
Your failure to abide by this Agreement or any other terms or conditions posted anywhere within the Service may result in suspension or termination of your access to the Service, without notice, in addition to MSCS's other remedies.
1. Registration and Account Creation
i. Registration Information
MSCS may at times require that you register and/or set up an account to use all or a portion of the Service. In order to do so, you may be provided, or required to choose, a password, User Id, and/or other registration information, such as credit card information for elective services made available on a paid subscription basis (collectively, the "Registration Information"). You agree and represent that all Registration Information provided by you is accurate and up-to-date. If any of your Registration Information changes, you must immediately update it by editing your customer profile on the Service. In our sole discretion, we may refuse to grant you a user name that impersonates someone else, is protected by trademark or other proprietary right law, or is offensive.
ii. Maintenance of Registration Information
If you register and/or set up an account on the Service, you are solely responsible for maintaining the confidentiality of your Registration Information, and for any failure to do so. You are solely responsible for all use of the Service by you and anyone you allow to access the Service. You may not sub-license, transfer, sell or assign your Registration Information and/or this Agreement to any third party without MSCS’s written approval. Any attempt to do so will be null and void and shall be considered a material breach of this Agreement.
iii. Security; Mobile Use Precautions
If you have reason to believe that your account is no longer secure (e.g., loss, theft or unauthorized disclosure or use of your Registration Information or computer or mobile device used to access the Service), you must promptly change the affected Registration Information and notify MSCS via the Contact Us page.
If you elect to receive messages or other communications from the Service directly to your mobile device, you are solely responsible for keeping the Service updated with your current phone number. MSCS shall not be liable for information sent to a device that is associated with your outdated mobile phone number. If you install any software or enable any service that stores information from the Service on any mobile device or computer, it is your responsibility, prior to transfer of such device, to remove your information or otherwise disable access to such software or service, in order to prevent unauthorized access to your information or account.
2. Use of the Service
i. Personal and Lawful Use Only
Unless otherwise specified, MSCS grants you a limited right to use the Service for your personal, noncommercial use only. You agree to use the Service only for lawful purposes and you acknowledge that your failure to do so may subject you to civil and criminal liability.
You will not do, nor attempt to do, any of the following with respect to the Service, except as expressly authorized in writing or otherwise enabled by MSCS:
a. access the Service in a manner or through an interface not provided or authorized by MSCS, including but not limited to, any automated means (e.g., scripts or bots);
b. reproduce, duplicate, copy, sell, trade, resell or exploit the Service; and
c. republish or syndicate the information available on the Service (including but not limited to information made accessible to non-paying users via any portion of the Service provided on a paid subscription basis).
ii. Use by Children
The Service is not intended for users under the age of 18, and MSCS does not knowingly collect personally identifiable information from users under the age of 18. Such users are expressly prohibited from submitting their personally identifiable information to us; any information submitted by such users will not knowingly be used, posted, or retained by us.
iii. User Conduct
You agree not to use the Service to upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable. You further agree not to upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
3. Intellectual Property
i. Use of Material
The Service contains material that is protected by state, national and international copyright, trademark and other intellectual property laws. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material, including code and software, from the Service. You may download material from the Service and may use the Service for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices.
ii. Ownership and Control
The content, organization, graphics, text, images, video, design, compilation, advertising and all other material on the Service, including without limitation, the "look and feel" of this website, are protected under applicable copyrights and other proprietary (including but not limited to intellectual property) rights and are the property of MSCS or its licensors. The copying, rearrangement, redistribution, modification, use or publication by you, directly or indirectly, of any such matters or any part of the website, including but not limited to the removal or alteration of advertising, except for the limited rights of use granted hereunder, is strictly prohibited.
iii. Compliance with Laws and Agreement
You agree to use the Service only for purposes that are permitted by any applicable law, rules or regulations, and as permitted by this Agreement.
You agree not to disrupt, overwhelm, attack, modify or interfere with the Service or its associated software, hardware and/or servers in any way, and you agree not to impede or interfere with others' use of the Service. You further agree not to alter or tamper with any information or materials on or associated with the Service. Other than connecting to MSCS's servers by http requests using a Web browser, you may not attempt to gain access to MSCS's servers by any means - including, without limitation, by using administrator passwords or by masquerading as an administrator while using the Service or otherwise.
v. Linking to Other Sites
You acknowledge that MSCS has not reviewed and does not endorse the content of all sites linked to from this Service and is not responsible for the content or actions of any other sites linked to or from this Service. Your linking to any other service or site is at your sole risk. By linking this Service to another service or site, you expressly agree to the disclosure of User Content permitted by or required to support such linking. You acknowledge that the Service may include advertisements and that MSCS is not responsible for the content of such advertisements.
vi. Export Control
You agree not to export or re-export any MSCS products and/or services except in compliance with the export control laws of any relevant jurisdictions.
4. User Content
i. User Responsibility
You are solely responsible for the photos, profiles (including your name, image, and likeness), reviews, messages, notes, text, and other content that you upload, publish or display (hereinafter, "post") on or through the Service, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Service that you did not create or that you do not have permission to post. You understand and agree that MSCS may, but is not obligated to, review the Service and may delete or remove (without notice) any site content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this User Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Service or provide to MSCS.
ii. Content License
When you post User Content to the Service, you authorize and direct us to use and disclose the User Content as necessary to provide the Service and to make such copies thereof as we deem necessary in order to facilitate the transmission, posting and storage of the User Content on the Service. By posting User Content to any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant to MSCS and all other users an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to freely sublicense) to use, copy, modify, publicly perform, publicly display, reformat, translate, syndicate, republish, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Service or the promotion thereof, and to prepare derivative works of, or incorporate into other works, such User Content. You may remove your User Content from the Service at any time, but you acknowledge that MSCS may not be able to and has no obligation to restrict any use by any other person, including other users, and the license that you have granted remains in effect.
We do not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in this User Agreement and the terms of Section 4(iv), you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.
Notwithstanding Section 4(iii), if you provide MSCS with feedback, suggestions, testimonials, comments, ideas, ratings, reviews, bug reports, or any similar or related information (“Feedback”), you agree that (a) any and all right, title and interest to such Feedback shall become the exclusive property of MSCS, (b) MSCS shall be able to use and share such Feedback without your consent, only if MSCS does not use your first and last name (c) If you give prior consent, MSCS shall be able to use and share such Feedback, while including your first and last name (d) MSCS owes you no obligation or compensation whatsoever regarding the Feedback, and (e) MSCS may already have contemplated or be contemplating the same or similar ideas as your Feedback. If you do not agree with these terms regarding Feedback, or want to maintain ownership of any intellectual property contained in any specific Feedback, your sole option and recourse is to not submit such specific Feedback to MSCS.
5. Fees and Payments for Paid Accounts
i. Premium Service Subscriptions
As used in this Section 5, “Premium Service” means any service made available as part of the Service on a paid subscription basis. If you subscribe to any Premium Service, you agree to pay any and all applicable fees (e.g., recurring monthly or annual subscription fees) incurred in connection with your account at the rates in effect when the charges were incurred. MSCS will automatically charge your credit card at the beginning of the billing period, and billing will recur automatically at the interval you chose at signup until you change or terminate your account. Any change in the chosen payment method will go into effect for the next billing period. If you change your account to a type that does not require a paid subscription, you will retain access to the features for which you have already paid until the end of the current billing period. In contrast, if you terminate your account, such termination will be effective immediately, and you will not receive a refund for any amounts you already paid. You agree to pay any applicable taxes, and reimburse us for any collection costs and interest for any overdue amounts.
ii. Premium Service Free Trial Offers
If you receive a Premium Service free trial offer for a specific number of days, you will not be charged during the free trial time period if you elect to create an account for such Premium Service, but will be automatically charged on the day after your free trial period has ended for the subsequent period, in advance, in accordance with the “Premium Service Subscriptions” terms stated above in Section 5(i). Thereafter, you will be charged at regular intervals depending on your choice of service (monthly, annually, etc.) until you decide to cancel. Please make a note of when your free trial will expire as you may not receive additional notice prior to the automatic charge if you do not cancel before the free trial period expires. You are limited to one free trial per Premium Service. If you cancel a Premium Service after you have already registered under a free trial offer for the Premium Service and attempt to register for an additional free trial of the same Premium Service, MSCS will automatically charge your credit card in accordance with the “Premium Service Subscriptions” terms stated above in Section 5(i). If you do not wish to pay the applicable fees for a Premium Service, you should cancel your account before the free trial period ends and not complete any subsequent registration for that Premium Service.
iii. No refunds
Unless we state in writing otherwise, all fees and charges are nonrefundable.
iv. Third Party Charges and Mobile Alerts
You are solely responsible for any fees or charges incurred to access the Service through an Internet access provider or other third party, including without limitation charges incurred to receive SMS messages or other mobile access, which may be billed to You or deducted from Your prepaid balance by Your mobile provider. You agree that MSCS is not liable in any way for any third party charges.
6. Copyright Complaints
We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the MSCS website or service any materials that violate another party's intellectual property rights. If you believe that any material on the Service infringes upon any copyright which you own or control, in accordance with the Digital Millennium Copyright Act, you may send a written notification of such infringement to us at:
MSCS Technology, LLC, Inc.
445 S. Oaks Drive
Beaumont, TX 77706
You agree to indemnify MSCS and its affiliates, employees, agents, representatives and third party Service Providers, and to defend and hold each of them harmless, from any and all claims and liabilities (including attorneys fees) which may arise from your submissions, from your unauthorized use of material obtained through the Service, or from your breach of this Agreement, or from any such acts through your use of the Service.
8. Liability Disclaimer And Limitation Of Liability
YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICE AT YOUR OWN RISK. THE SERVICE IS PROVIDED "AS IS", AND MSCS, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE SERVICE. MSCS, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED ON THE SERVICE.
WITHOUT LIMITATION, MSCS DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CREATED OR PROVIDED THROUGH THE SERVICE. USERS ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF ALL INFORMATION PROVIDED TO THE SERVICE AND MSCS SHALL UNDERTAKE NO RESPONSIBILITY FOR DAMAGES CAUSED BY THE INCLUSION OF ERRONEOUS, INCOMPLETE OR OUTDATED INFORMATION.
THE SUPPLIERS PROVIDING SERVICES ON THIS WEBSITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF MSCS OR ITS AFFILIATES. MSCS'S DISPLAY THROUGH THE SERVICE OF INFORMATION OF SUCH THIRD PARTIES DOES NOT IN ANY WAY IMPLY, SUGGEST, OR CONSTITUTE ANY SPONSORSHIP OR APPROVAL BY MSCS OF SUCH SUPPLIER OR ANY AFFILIATE OF SUCH SUPPLIER. YOU AGREE THAT MSCS IS IN NO WAY RESPONSIBLE FOR THE ACCURACY, TIMELINESS, OR COMPLETENESS OF INFORMATION IT MAY OBTAIN FROM THESE SUPPLIERS. YOUR INTERACTION WITH SUCH SUPPLIERS IS AT YOUR OWN RISK. MSCS AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. MSCS AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY CIRCUMSTANCES BEYOND OUR DIRECT CONTROL.
MSCS, ITS AFFILIATES, AND THEIR RESPECTIVE SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ALLEGEDLY SUSTAINED ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO: THE PROVIDING OF SERVICES HEREUNDER, THE DELIVERY OR NON-DELIVERY OF INFORMATION, THE SALE OR PURCHASE OF ANY GOODS OR MERCHANDISE, YOUR ACCESS TO OR INABILITY TO ACCESS THE SERVICE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SERVICE, YOUR USE OF OR RELIANCE ON THE SERVICE OR ANY OF THE MERCHANDISE, INFORMATION OR MATERIALS AVAILABLE ON THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
YOU HEREBY AGREE TO RELEASE MSCS, ITS AFFILIATES AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE.
9. Service Modification; Termination Or Suspension Of Access To The Service
MSCS has the right to modify the Service at any time without notice, including adding or removing features or functionality. MSCS has the right to terminate and/or suspend your ability to access the Service or any portion thereof, for any or no reason, without notice.
10. Dispute Resolution
i. General Information
If a dispute arises between you and MSCS, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and MSCS agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (each, a "Claim") in accordance with one of the subsections below or as MSCS and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution.
ii. Law and Forum for Disputes
This Agreement will be governed in all respects by the laws of the State of Texas as they apply to agreements entered into and to be performed entirely within Texas between Texas residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against MSCS must be resolved by a court located in Jefferson County, Texas, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Jefferson County, Texas for the purpose of litigating all such claims or disputes.
Any claim (excluding claims for injunctive or other equitable relief) shall be resolved exclusively by binding non-appearance-based arbitration pursuant to the Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association ("AAA"), but the parties do not necessarily intend for the AAA to administer the arbitration. The arbitration will take place in Beaumont, Texas and the internal laws of the State of Texas (other than conflicts of laws rules) and of the United States of America shall apply. Part or all of the arbitration may be conducted by telephone or based on written submissions, and will not require the personal appearance of the parties or any witnesses unless otherwise agreed by the parties. The allocation of costs and fees for such arbitration shall be determined in accordance with the AAA Rules. The arbitration shall be conducted by a single, neutral arbitrator engaged in the practice of law who is mutually agreed upon by the parties or failing such agreement within 14 days from the delivery of the original arbitration demand, each party shall select one arbitrator and the two selected arbitrators shall mutually agree upon the selection of a third arbitrator within 30 days from the delivery of the original arbitration demand. The arbitrator's decision and award shall be final and binding and may be entered in any court with jurisdiction. Nothing in this Agreement will prevent a party from seeking injunctive or other equitable relief with respect to the infringement, misappropriation or other violation of such party’s intellectual property or other proprietary rights in any court of competent jurisdiction. In the event the foregoing agreement to arbitrate is deemed unlawful, void, or for any reason unenforceable with respect to any claim, dispute or controversy, then you agree that any such claim, dispute or controversy shall be filed and adjudicated only in the state and federal courts located in Jefferson County, Texas and Registrant hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement.
iv. Improperly Filed Claims
All claims you bring against MSCS must be resolved in accordance with this Dispute Resolution Section. All claims filed or brought contrary to the Dispute Resolution Section shall be considered improperly filed. Should you file a claim contrary to the Dispute Resolution Section, MSCS may recover attorneys' fees and costs up to $1000, provided that MSCS has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
11. General Provisions
MSCS Technology, LLC, Inc. is a Texas corporation with its offices located at 445 S. Oaks Drive, Beaumont, TX 77706. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.