MicroBilt Connect

Terms and Conditions

We welcome you ("you", "your" "User") to the website located at www.MicroBilt.com, (the "Website") and participation in the social network services program contained therein (the "Services"). The Website is an Internet property of MicroBilt Corporation ("MicroBilt", respectively, "we" or "us"). By accessing the Website and using the Services, in addition to the terms and conditions you agreed to in your agreement (the "Agreement") with MicroBilt to access and receive Consumer Information and/or other Repository data, you are further agreeing to comply with and be bound by the following additional terms and conditions (the "Addendum"). The within terms and conditions are inclusive of any operating rules, policies and/or other supplemental terms and conditions or documents expressly incorporated herein by reference and/or published by us from time to time. Please review the following terms and conditions carefully. If you do not consent to these terms and conditions in their entirety, you are not authorized to use the Services.

We reserve the right to modify these terms and conditions at any time and from time to time in our sole discretion, without specific notice to you, with each such modification effective upon posting on the Website. Your continued use of the Services following any such modification, constitutes your agreement to be bound by and your acceptance of such terms and conditions as so modified at that time. Therefore, it is important that you regularly check the Website for updates and/or changes to these terms and conditions prior to access and/or use.

Unless explicitly stated otherwise, any future features relative to the Services made available to you on the Website that augment or otherwise enhance the current features of the Services, shall be subject to these terms and conditions. You understand and agree that MicroBilt is not responsible or liable in any manner whatsoever for your inability to use the Services, the Website or any other services or associated functionality. You understand and agree that MicroBilt shall not be liable to you or any third party for any modification, suspension or discontinuation of the Services, Website or any other MicroBilt services.

Social Network Connections:

MicroBilt reserves the right to disable any social network messages at any time for any reason or no reason at all. You understand that you grant MicroBilt the right to post network messages on your behalf when social network connections are enabled. Social network connections can be disabled by you at any time by clicking the "Disconnect" button next to the desired social network in you user profile settings. You hereby agree to abide by and adhere to the full terms and conditions of each social network that you have enabled a connection to. You are responsible for your use of such social network, for any "Content" (hereinafter defined) posted and for any consequences thereof. The Content submitted, posted or displayed will be able to be viewed by other users of the social network, by third-party services and public websites. You should only allow Content to be provided which you are comfortable sharing with others and the public-at-large. You are entirely responsible for maintaining the confidentiality of any and all of your passwords. You agree not to use the account, username, email address or password of any other party at any time or to disclose your password to any third party. You agree to notify MicroBilt immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

Participation and Rewards:

Participation in the Services available through the Website constitutes acceptance of these terms and conditions.

To begin using the Services, User and each User employee with permitted access to User’s MicroBilt account ("Employee") must first complete the initial sign-up process for the Services as designated on the Website and be accepted by MicroBilt for use thereof.

The MicroBilt products selected by MicroBilt at its sole discretion for use through the Services may be changed, removed or added to by MicroBilt at its sole discretion at any time and without notice or liability (the "Selected Products").

For each Selected Product accessed by User or an Employee through User’s MicroBilt account, MicroBilt may automatically post up to three (3) network messages per day on User’s and/or User’s Employee’s behalf through their social network connections. For each successful post, User will receive ten (10) MicroBilt Rewards Points in your MicroBilt account. A onetime Bonus of 10,000 MicroBilt Rewards Points will be added to User’s MicroBilt account within thirty (30) days after the first successful post, provided User’s and its Employee’s social network connections, User’s MicroBilt account and User’s and its Employees use of the Services have not been terminated during said period.

For each successful post that directly results in a new customer for MicroBilt, a onetime bonus of 50,000 MicroBilt Rewards Points will be added to User’s MicroBilt account within ninety (90) days after such new customer signs a separate agreement with MicroBilt to access services and is fully credentialed and approved by MicroBilt, provided such new customer has not terminated its agreement or has not been terminated by MicroBilt or a data repository during said ninety (90) day period.

Eligibility:

Use of the Services is void where prohibited. By using the Services, you represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Services does not violate any applicable law. Your profile may be deleted and your access may be terminated without warning and without liability, if you are under 18 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18.

Term:

This Addendum and any posted revision thereto, shall remain in full force and effect while you use the Services. You may terminate your access at any time, for any reason, by following the instructions on the Account Settings page. MicroBilt may terminate your access at any time, for any or no reason, with or without prior notice or explanation and without liability, damages or refunds. Furthermore, MicroBilt reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including, without limitation, private messages, emails and instant messages (collectively, "messages")) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. In addition, MicroBilt reserves the right, in its sole discretion, to reassign or rename your profile URL. MicroBilt expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Services if MicroBilt determines, in its sole discretion that you have violated this Addendum or pose a threat to MicroBilt, its employees, business partners, other users and/or the public. Even after access is terminated, various terms of this Addendum will remain in effect.

License Grant:

As a User of the Website and Services, you are granted a non-exclusive, non-transferable, revocable and limited license to access the Website and use the Services in accordance with these terms and conditions. MicroBilt may terminate this Addendum and license at any time for any reason. You may use the Website on one computer for your own personal, non-commercial use. No part of the Website may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Website, Website content or any portion thereof. Systematic retrieval of content or matter associated with the Website by automated means or any other form of scraping or data extraction in order to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from MicroBilt is prohibited. MicroBilt reserves any rights not explicitly granted in the terms and conditions. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website. You may not take any action that imposes an unreasonable or disproportionately large load on MicroBilt infrastructure.

As a User of the Website and Services, you are granting MicroBilt and its affiliated companies the following worldwide, non-exclusive, perpetual, irrevocable, royalty-free, unconditional, fully paid-up license, except where prohibited by law: 1) to make, have made, use, copy, reproduce, modify, delete from, add to and create derivative works of the "Content" (hereinafter defined); 2) to publicly perform or display, import, broadcast, transmit, distribute (directly and indirectly through multiple tiers), license, offer to sell and sell, rent, lease, or lend copies of the Content (and derivative works thereof); 3) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties, and 4) to publish your name or alias in connection with the Content and to use your name for promotional purposes in promoting or publicizing the Website or Services, all including, without limitation, through the Website and Services to applications, widgets, websites or mobile, desktop or other services which are linked with your MicroBilt account, including, without limitation, distributing part or all of the Services and any Content included therein, in any media formats and through any media channels. You understand and agree that once Content is distributed, MicroBilt is under no obligation to delete or ask others to delete that Content, and therefore it may continue to appear and be used indefinitely.

Proprietary Rights:

Users that submit information or content ("Content") to the Website or through the Services, warrant that they have all of the rights and authority necessary to submit the Content, including the right to publish the Content. The Content (other than that which is submitted to the Website by Users), organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to the Website, are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. The copying, redistribution or publication by you of any part of the Website is strictly prohibited. You do not acquire ownership rights, other than those rights that you may already have, to any content, document, software, services or other materials viewed at or through the Website and Services. The posting of information or material at the Website by MicroBilt or through the Services does not constitute a waiver of any right in such information and materials.

Editing, Deletion & Modification:

We reserve the right in our sole discretion to reject any Content submitted to the Website or through the Services. No inappropriate, indecent or obscene words or photographs may be submitted to the Website or through the Services for display. MicroBilt reserves the right to prohibit any conduct by Users or to remove any information, photographs and/or materials submitted by Users to the Website or through the Services that MicroBilt deems, in its sole and absolute discretion, to be in violation of these terms and conditions or which MicroBilt believes to be illegal, potentially harmful to others, otherwise objectionable or that same may expose MicroBilt to harm, damage to reputation or liability.

Indemnification:

You agree to release, indemnify and hold MicroBilt, its parents, subsidiaries and affiliates, and each of their respective members, officers, directors, employees, agents, co-branders and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys' fees, costs and settlement costs), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the Website or Services; (b) your breach of these terms and conditions; and/or (c) your violation of any rights of another individual and/or entity. The provisions of this paragraph are for the benefit of MicroBilt, its parent, subsidiaries and/or affiliates, and each of their respective officers, directors, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on their own behalf.

Disclaimer of Warranties:

THE WEBSITE AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, MICROBILT MAKES NO WARRANTY THAT: (A) THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS: (B) THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR SERVICES WILL BE ACCURATE OR RELIABLE. THE WEBSITE OR SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE WEBSITE OR THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MICROBILT OR THROUGH OR FROM THE WEBSITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

Limitation of Liability:

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MICROBILT SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MICROBILT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE ANY MICROBILT PRODUCT AND/OR SERVICE THAT MAY BE OFFERED VIA THE WEBSITE; (B) ANY MATTER RELATING TO ANY PROMOTIONS THAT MAY BE AVAILABLE VIA THE WEBSITE; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PROBLEM(S) WITH THE GOODS, DATA, INFORMATION AND/OR SERVICES PURCHASED OR OBTAINED FROM THE WEBSITE, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (D) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR SUBMITTED INFORMAITON OR CONTENT; OR (E) ANY OTHER MATTER RELATING TO THE OTHER PRODUCTS AND/OR SERVICES THAT MAY BE MADE AVAILABLE ON THE WEBSITE AND/OR THE WEBSITE ITSELF. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE MICROBILT, AND ITS SUPPLIERS, FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREUNDER. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS, THE MAXIMUM LIABILITY OF MICROBILT TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE EQUAL TO THE AMOUNTS YOU PAID, IF ANY, FOR ANY MICROBILT PRODUCTS AND/OR SERVICES. YOU HEREBY RELEASE MICROBILT FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS SET FORTH IN THIS SECTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MICROBILT. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.

Third-Party Websites:

The Website and Services may provide, third parties may provide and/or refer you to, links to other Internet websites and/or resources. Because MicroBilt has no control over such third party websites and/or resources, you hereby acknowledge and agree that MicroBilt is not responsible for the availability of such third party websites and/or resources. Furthermore, MicroBilt does not endorse and is not responsible or liable for, any terms and conditions, privacy policies, content, advertising, services, products and/or other materials at or available from such third party websites or resources, or for any damages and/or losses arising therefrom.

Privacy:

Access to the Website and use of the Services is governed by our Privacy Policy posted on the Website as amended from time to time, which is incorporated into this Addendum by reference as if fully set forth herein.

Legal Warning:

Any attempt by any individual, whether or not a User, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Website or Services, is a violation of criminal and civil law and MicroBilt will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.

Miscellaneous:

The terms and conditions of this Addendum are accepted upon your use of the Services and access to the Website. Your access to and use of the Services may require you to download software or material. These terms and conditions shall be treated as though it were executed and performed in New Jersey and shall be governed by and construed in accordance with the laws of the State of New Jersey (without regard to its conflict of law principles). You agree that any and all actions, proceedings and/or disputes between the parties, irrespective of place of execution or performance, shall be instituted and resolved in the State and federal courts located in New Jersey. Should any part of these terms and conditions be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. These terms and conditions are personal between you and MicroBilt and govern your access to the Website and use of the Services, superseding any and all prior and/or contemporaneous agreements between you and MicroBilt regarding the Services. To the extent that anything in or associated with the Website or Services is in conflict or inconsistent with these terms and conditions, these terms and conditions shall take precedence. Our failure to enforce any provision of these terms and conditions shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of these terms and conditions.