Effective Date: March 29, 2021
Please read the Terms carefully before accessing our Site or otherwise using M.E. Simpson. The Terms represent a binding contract between you and us, and by creating an account, accessing our Site or otherwise using M.E. Simpson, you are acknowledging that you have read, understand and expressly agree to be bound by them. These Terms affect your rights and designate the governing law and forum for the resolution of any disputes. If you do not agree to be bound by the Terms, you may not use M.E. Simpson.
M.E. Simpson is protected by U.S. and international intellectual property laws and you agree to abide by them. As between you and us, all information and content available on our Site or through our Services, including, but not limited to, trademarks, logos, service marks, features, functions, icons, images, audio clips, data compilations and software, along with the compilation and organization thereof (“Content”) is the property of M.E. Simpson and without our prior written consent you may not download, copy or store our Content in any form outside of M.E. Simpson. Other than as expressly allowed herein, you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, or perform any of our Content or any portion of our website offerings. You agree that all data and algorithms used in connection with providing M.E. Simpson to you are “trade secrets” as defined under applicable law. You agree to comply with reasonable written requests from us to help us in protecting our proprietary and intellectual property rights in M.E. Simpson. All intellectual property rights in M.E. Simpson are, as between you and us, the sole and exclusive property of M.E. Simpson.
Some of our features may allow you to post, transmit, submit, distribute, reproduce or otherwise share content and materials for publication (“Your Content”). You own all intellectual property rights to Your Content in perpetuity, and you represent and warrant that you have all rights in and to any of Your Content that you share with or through our Site. You agree not to engage in, or assist or encourage others to engage, in posting, transmitting, submitting, distributing, reproducing or otherwise sharing any of Your Content that is in violation of these Terms. You agree that we can use, reproduce, modify, adapt and publish Your Content for purposes of enabling us to offer M.E. Simpson or the features you have elected to use. We may, but are not obligated to, examine or evaluate Your Content and to refuse to post or remove the same. You acknowledge that we have no responsibility or liability for any of Your Content and you hereby waive any claims against us for any infringement of intellectual property, privacy and/or rights of attribution. You are responsible for Your Content, and acknowledge that once published, we cannot always remove it.
We appreciate when you provide us feedback through customer service or by email or social features, but we may use any feedback, comments, or suggestions without any obligations to you. For purposes of clarity, you hereby assign all intellectual property rights to us in any feedback, comments or suggestions that you provide to us.
Your License to Use M.E. Simpson
We provide you access to M.E. Simpson pursuant to a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license. You can use M.E. Simpson for personal, non-commercial use only, and subject to the Terms. This license is available to you as long as you are not barred from M.E. Simpson by applicable law and your account is not terminated by us or by you. Certain programs, utilities, materials, or similar, which are distributed for use in connection with the Services may originate from third-party licensors and may be licensed to you pursuant to the terms and conditions of the applicable third-party license(s) which appear upon installation, acceptance and/or activation of such programs, utilities, or materials. You agree to read and abide by the terms and conditions of such license(s) to the extent that they govern use of the same. Notwithstanding, as between you and us, all such third-party programs, utilities, materials, or similar, shall be subject to these Terms, including as regards Disclaimers, Limitation of Liability, Indemnity, and Arbitration.
If these Terms are not enforceable where you are located, you may not use M.E. Simpson. We reserve all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.
In order to use certain functions and offerings of M.E. Simpson and/or our Services, you may be required to have an established user account (“Account”).
In most instances the information required to create an Account will be provided through your employment, and may include, without limitation: first and last name; job title; professional email address; telephone number; website; and other information as may be necessary (“Account Information”). You agree to provide us with accurate and complete Account Information and to keep it up to date, as applicable. You are responsible for maintaining the confidentiality and security of your Account Information, including your log-in credentials. You agree to accept responsibility for all activities that occur via your Account, including all purchases, and further to notify us as promptly as possible if you believe there has been any unauthorized use of your account or linked Account Information. Notwithstanding, M.E. Simpson will not be liable for any losses or damages suffered by any party because of any unauthorized access to or use of your Account Information. We reserve the right to limit, prohibit or cancel Services to any Account, in our sole discretion.
You agree that we may send communications to the email address which is on file for customer service, confirmations, newsletters, product offers and other matters. You may choose to opt out of much of this correspondence by using the links at the bottom of our emails. Please note that even if you opt out, we will still send you Account related emails, such as purchase confirmation and password reset emails
Certain of our Services may only be accessed from password-protected, restricted areas of our Site. Access to and use of such restricted areas is limited to authorized users who have an established Account. You agree that you will not grant or otherwise permit access to restricted areas to anyone except those with an established Account. You will remain liable at all times for any use of your Account Information, including log-in credentials. Social Media Our Site contains links to various M.E. Simpson social media pages. The social media pages are made available through third party entities (“Social Media Sites”) and your use of the Social Media Sites is governed by those Social Media Sites’ applicable agreements, terms, conditions and privacy policies. All of these social media pages are made available strictly for your convenience. M.E. Simpson is not in any way affiliated with these social media platforms, and the M.E. Simpson Services and offerings are not endorsed, administered or sponsored by any of the social media entities. You understand and agree that M.E. Simpson will not be liable to you in any manner for any claim in connection with your use or inability to use any of the Social Media Sites.
Restrictions and Prohibited Uses
M.E. Simpson is used by many people, and we are proud of the trust our users place in us. We expect in turn that our users do not misuse our products and services. Except with our written permission, you may not:
• Attempt to impersonate another person or use another person’s M.E. Simpson account information without authorization;
• Violate or attempt to violate M.E. Simpson’s security features, including logging into a server that you are not authorized to access, or probing the vulnerability of the M.E. Simpson systems and networks;
• Redistribute, decompile, reverse engineer, publish, or copy any portion of M.E. Simpson;
• Use M.E. Simpson for the purpose of creating a product with a substantially similar look, feel or design;
• Access or search M.E. Simpson by any means other than our publicly supported interfaces (for example, “scraping”);
• Interfere with others’ use and enjoyment of M.E. Simpson;
• Use M.E. Simpson or any trademarks, trade names, service marks, copyrights or logos of ours in unsolicited mailings, spam material, contests or surveys, or to create the impression that such items are associated with you;
• Violate any third party’s rights, including intellectual property or privacy rights;
• Threaten, stalk, harm, or harass others; or engage in activity in connection that is fraudulent, abusive, defamatory, illegal or otherwise inappropriate.
Engaging in prohibited uses is grounds for immediate termination of your M.E. Simpson Account and may also subject you to civil or criminal penalties.
YOU AGREE THAT USE OF M.E. SIMPSON IS AT YOUR OWN SOLE RISK AND THAT M.E. SIMPSON IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, M.E. SIMPSON AND ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING M.E. SIMPSON, AND ALL RELATED SERVICES AND OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
WE STRIVE TO MAINTAIN M.E. SIMPSON ON A COMMERCIALLY REASONABLE BASIS BUT CANNOT GUARANTEE THAT YOU WILL HAVE ACCESS TO THE M.E. SIMPSON APP(S), OUR SERVICES, OR OFFERINGS AT ALL TIMES.
Limitation of Liability
IN NO EVENT SHALL M.E. SIMPSON OR ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES BE LIABLE FOR (I) IN THE AGGREGATE, ANY AMOUNT IN EXCESS OF THE FEES PAID BY YOU TO PURCHASE THE M.E. SIMPSON SERVICES, IF ANY; OR (II) ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. YOU UNDERSTAND THAT M.E. SIMPSON WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
You will indemnify and hold us, our affiliates, officers and/or employees harmless, including by paying costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your access to M.E. Simpson, Your Content, or the violation of the Terms by you.
Agreement to Arbitrate and Waiver of Class Action Claims
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
If a dispute arises, our goal is to provide you a neutral and efficient method to resolve it quickly. Most disputes can be resolved informally. Before filing a claim against us, you agree to try to resolve the dispute by contacting us in writing at M.E. Simpson, ATTN: DISPUTE NOTICE, 3406 Enterprise Avenue, Valparaiso, IN 46383 or by email to firstname.lastname@example.org, subject line ‘DISPUTE’. Before we file a claim against you, we agree to contact you through the App or at the email address associated with your Account. If the dispute is not resolved within 30 days of notice, either you or we may bring a formal proceeding pursuant to the following procedures:
A. GENERAL. YOU AGREE THAT YOU AND M.E. SIMPSON WILL RESOLVE THROUGH BINDING ARBITRATION ANY DISPUTE, CLAIM OR CONTROVERSY BETWEEN US ARISING OUT OF OR RELATING IN ANY WAY TO M.E. SIMPSON, INCLUDING THESE TERMS (collectively, “ARBITRAL CLAIMS”), with a few exceptions set forth below. The arbitrator, and not any court, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement to Arbitrate, including any claim that all or any part of this Agreement to Arbitrate is void or voidable, or whether a claim is subject to arbitration.
ARBITRATION IS DIFFERENT FROM COURT. THE RULES, INCLUDING DISCOVERY, ARE DIFFERENT AND NO JUDGE OR JURY IS PRESENT AT AN ARBITRATION. IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION, AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED. THE AWARD IS FINAL AND BINDING AND SUBJECT ONLY TO LIMITED REVIEW BY A COURT. YOU UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, YOU MAY HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
B. ARBITRATION SERVICES AND RULES. The American Arbitration Association (“AAA”) will administer the arbitration using the AAA procedures and rules in effect on the date the Arbitration is filed (“AAA Rules”). In the event the AAA Rules are inconsistent with this Agreement to Arbitrate, this Agreement will prevail. AAA is independent from us, and you may obtain copies of the current AAA Rules, and other related materials, including forms and instructions for initiating arbitration, by contacting AAA at 150 N Michigan Ave #3050, Chicago, IL 60601 or http://adr.org.
C. LOCATION OF ARBITRATION. If your claim is for $7,500 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules, and any in-person hearing will be held in Chicago, IL, or any other location you and we mutually agree to.
D. EXCEPTIONS TO ARBITRAL CLAIMS. Either you or we may bring claims to enforce intellectual property rights without first engaging in arbitration or the informal dispute resolution described in this Section.
E. CLASS ACTION WAIVER. YOU AND M.E. SIMPSON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE WITH US THAT NEITHER YOU NOR WE WILL JOIN ANY ARBITRAL CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION OR OTHER PROCEEDING; THAT NO ARBITRAL CLAIM WILL BE RESOLVED ON A CLASS-WIDE BASIS; THAT NEITHER YOU NOR WE WILL ASSERT AN ARBITRAL CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE; AND BOTH PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable or that arbitration can proceed on a class basis, then this Agreement to Arbitrate shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
F. NO RIGHT TO JURY TRIAL. YOU AND WE ALSO HEREBY WAIVE THE RIGHT TO A JURY TRIAL EVEN IF THIS AGREEMENT TO ARBITRATE IS HELD NOT TO APPLY. YOU EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL IN THE EVENT THAT EITHER PARTY SELECTS ARBITRATION TO RESOLVE THE DISPUTE UNDER THIS AGREEMENT.
G. 30 DAY OPT OUT RIGHT. You have the right to opt-out and not be bound by the arbitration and the class action waiver provisions set forth in this section by sending written notice of your decision to opt-out to the following address: M.E. Simpson, ATTN: Arbitration Opt-out, 3406 Enterprise Avenue, Valparaiso, IN 46383 or by email to email@example.com, subject line ‘Arbitration Opt-Out’. For new users, the notice must be sent within 30 days of registering with M.E. Simpson, and for existing users, the notice must be sent within 30 days of the effective date of this policy. If you do not opt-out, you shall be bound to the terms in this section. If you choose to opt-out, M.E. Simpson also will not be bound.
(a) Severability and Waiver. If any part of the Terms is held invalid or unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting yours and our intent as closely as possible. Either party’s failure to enforce any term or condition in the Terms is not a waiver of its right to do so later.
(b) Governing Law, Jurisdiction and Venue. Except to the extent preempted by the Federal Arbitration Act (“FAA”), the Terms are governed by Indiana law without regard to conflict of law provisions. Except as provided above, or to the extent preempted by the FAA, both parties further consent to the personal jurisdiction of and exclusive venue in the federal and state courts in Porter County, Indiana, as the legal forum for any dispute between them.
(c) Change Policy. The Terms may be updated from time to time. If we make material changes, we will attempt, but are not obligated, to provide advance notice to you either by email or by posting an updated set of Terms on the M.E. Simpson website at least 30 days in advance of the effective date of the updated Terms. Please note that unless otherwise provided by applicable law, your continued use of M.E. Simpson following the effective date means that you agree with, and consent to be bound by, the updated Terms.
(d) Miscellaneous. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede all previous written and oral agreements relating to the subject matter of the Terms. If there is any conflict between the Terms and any additional terms, conditions, and rules posted by us on M.E. Simpson, the Terms shall govern, unless otherwise indicated. Sections of the Terms which by their nature should survive any termination of the Terms will so survive.