End User License Agreement

Please read this End User License Agreement (“Agreement”) thoroughly. By downloading, accessing or using any Internet web site, mobile app or other software published and made available by MC Protocols (the “App”) or any service offered through the App (collectively, the “Services”), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the App (collectively referred to as “Content”) you agree to be bound by this Agreement. The term “you” or “User” shall refer to any person or entity who views, uses, accesses, browses or submits any content or material to the App or the Services. Your access to and use of the App and the Services are conditioned on you accepting and complying with this Agreement. If you do not agree to be bound by this Agreement, then you may not use the App or Services.

Mission Critical Protocols, Inc. (“MC Protocols”, “We” or “Us”) may change or modify this Agreement at any time and in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, such as sending a notification or posting a notice on the App. By continuing to use the App or the Services you confirm your acceptance of the revised Agreement. We encourage you to frequently review this Agreement to ensure you understand the terms and conditions that apply to your use of the App and the Services. If you do not agree to the amended or updated Agreement, you must stop using the App and the Services and delete your account.

BY DOWNLOADING THE APP, YOU ARE VOLUNTARILY AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT UNDERSTAND ANY PORTION OF THIS AGREEMENT, YOU SHOULD NOT USE THE APP OR THE SERVICES.

License. MC Protocols grants you a non-transferable, non-exclusive limited license to access and make personal use of the App and the Services, subject to the terms of this Agreement (“License”). The License solely allows you to use the App and the Services for your business purposes. The License also allows you to download and install the App on a mobile device that you own or control or that is owned by your company for your business purposes. MC Protocols’ grant of the License does not permit you to duplicate, transfer, give access to, copy or distribute any part of the App in any way, or use the App or Services in any manner not consistent with the terms of this Agreement. Any unauthorized use terminates the License granted by MC Protocols. All rights not expressly granted herein are reserved by MC Protocols.
Permitted Use. You represent and warrant that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. You further represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

You also agree that:
1. you will not impair or harm the App or Services or attempt to gain unauthorized access to the App in any way;
2. your use of the App and/or Services is subject to all applicable local, state and federal laws and regulations and you will not use the App or the Services for any illegal purposes;
3. you will not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the App and/or Services.
4. you will not use the App and/or Services to benchmark, test, or otherwise analyze the App and/or Services for competitive purposes;
5. you will not access the App or Services using the account information of someone else;
6. you will not impersonate or misrepresent your affiliation with any person or entity;
7. you will not abuse the App by creating multiple or duplicate accounts or exploiting any errors in the app or system to gain access to unintended benefits (abusing promo codes, referral programs, etc.);
8. you will not copy or distribute any content from the App;
9. you will not attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the App, Services, or any of their Content;
10. you will not interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the App or Services;
11. you will not resell the use of the App or the Services to a third party;
12. you will not encourage or enable any other individual to do any of the foregoing;
MC Protocols reserves the right to enforce the terms of this Agreement through all available legal and equitable means, and to refer to applicable governmental authorities for prosecution, to the fullest extent of law, any attempt by you to use the App for any illegal purpose.

It is your responsibility to maintain the confidentiality of your account password and any identifying information. MC Protocols shall not be liable for any loss or damage arising from your failure to comply with the terms of this Agreement or applicable laws. This Agreement will continue to apply until you or MC Protocols terminates them as follows: (a) you discontinue using the App and Services; or (b) MC Protocols, at its sole discretion and for any reason, suspends or terminates your accounts or ceases providing you with access to all or part of the App or the Services.
User Submitted Feedback. The App and Service will allow you to submit your own content, images, photographs, videos, and any other materials (“Feedback”) regarding your use of the App and Service and your experience and comments regarding the foregoing. You hereby give MC Protocols, and our business partners, a non-exclusive license to display Feedback and to use, copy and distribute or resell your Feedback for our own purposes (including for our own promotional purposes). You acknowledge that, given the nature of the App, Feedback will be publicly visible and may be shared by third parties, and that even if you delete Feedback from the App, it may still be visible to third parties who have already interacted with or shared Feedback. You shall ensure that you have all relevant permissions, rights and licenses to publish Feedback on the App.

Feedback that you upload to the App must comply with the content standards set forth in Section 4 below (“Content Standards”). Any material you upload to the App will be considered non-confidential and non-proprietary, and unless otherwise agreed in writing between us, we have the right to use, copy, distribute and disclose to third parties any such material in whole or in part for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the App constitutes a violation of their intellectual property rights or of their right to privacy. You waive any moral rights in respect of any material you upload to the App.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the App. We have the right to remove any material or posting you make on the App, if, at our sole discretion, such material does not comply with our Content Standards.
Content Standards. Any and all Feedback you contribute to the App must comply with the spirit, as well as the letter, of the following content standards. These standards apply to each part of any contribution as well as to its whole.

Your Feedback must:
1. Be accurate (where it states facts).
2. Be genuinely held (where it states opinions).
3. Comply with all applicable laws.
Your Feedback must not:
1. Contain any material which is unlawful, obscene, offensive, hateful or inflammatory.
2. Contain sexually explicit material.
3. Harm, or attempt to harm, minors in any way.
4. Promote violence.
5. Contain any material or engage in activities which would cause offence to others on grounds of race, religion, creed, sex, nationality, disability, sexual orientation or age.
6. Infringe any copyright, database right, trade mark or other proprietary right of any other person.
7. Be likely to deceive any person.
8. Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
9. Promote any illegal or immoral activity.
10. Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
11. Be likely to harass, upset, embarrass, alarm or annoy any other person.
12. Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
13. Give the impression that they emanate from us, if this is not the case.
14. Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
15. Disclose any personally identifiable information about yourself or any other party (e.g. telephone number, geographic address, or any other information from which an individual’s identity or contact information can be derived).
This list only serves to provide examples and is not meant to be an exhaustive list.
Privacy. In order for you to use the Service, you must provide to MC Protocols personal information, including, but not limited to, your name, date of birth, physical address, email address, and official government issued driver’s license and/or identification number (collectively, “Personal Information”). MC Protocols respects your privacy and permits you to control the treatment of your Personal Information. Our Privacy Policy, which can be found at mcprotocols.io/privacy, is expressly fully incorporated into this Agreement by this reference and your acceptance of this Agreement includes acceptance of all terms of the Privacy Policy.
Intellectual Property.
1. Ownership and Restriction of Rights. You agree that MC Protocols shall own and retain all right, title, and interest to the App (and all Content therein) and the Services and to enhancements, improvements, and derivatives, and to all copyright, trademark, trade secret and all other intellectual and proprietary rights (“Intellectual Property Rights”) related thereto. You further agree that MC Protocols shall own and retain all right, title, and interest to all data generated by processing of your Personal Information by the App or the Services. Except as expressly licensed to you herein, MC Protocols on its behalf and on behalf of its licensors reserves all right, title and interest in the App (and all Content therein) and the Services and all associated copyrights, trademarks, and other Intellectual Property Rights therein. This license is limited to the Intellectual Property Rights of MC Protocols and its licensors in the App and the Services and does not include any rights to other patents or Intellectual Property Rights. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with MC Protocols.
2. Restrictions. The App (and all Content therein) and the Services are copyrighted by MC Protocols. You acknowledge that the App (and all Content therein) and the Services constitute valuable trade secrets of MC Protocols. Accordingly, you must not: (a) copy, modify, adapt, alter, translate, port or create derivative works of the App (and all Content therein) or the Services; (b) permit third parties to use the App or the Services; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the App or the Services; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for or any other proprietary information or trade secrets from the App or the Services; (e) remove, alter, or obscure any proprietary notices (including, without limitation, any copyright and trademark notices) of MC Protocols or its licensors and suppliers from the App or the Services; (f) disseminate performance-related information relating to the App or the Services; or (g) otherwise use, reproduce, display or copy the App or the Services. You shall be exclusively responsible for the supervision, management, and control of your use of the App and the Services.
3. Copyrights. All title and copyrights in and to the App (and all Content therein) and the Services materials are owned by MC Protocols or its licensors. The App (and all Content therein) and the Services are protected by copyright laws and international treaty provisions. Therefore, when using the App or the Services, you agree to obey the law and to respect the Intellectual Property Rights of others. Your use of the App and the Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third-party rights.
4. Trademarks. All MC Protocols logos, titles, characters and graphics are service marks, trademarks and/or trade dress of MC Protocols and may not be used by you for any reason other than as expressly permitted by MC Protocols. All other trademarks, not owned by MC Protocols, that appear on the App are the property of their respective owners and you shall not obtain any ownership rights in such marks, logos or names by your use of the App or the Services.
Confidentiality. You shall maintain as confidential all MC Protocols proprietary and confidential information disclosed or learned during the term of this Agreement (“Confidential Information”). The App and the Services shall be deemed to be MC Protocols’ Confidential Information. You shall not use the Confidential Information for any other purpose or disclose, transfer or otherwise convey such Confidential Information to any third party without the prior written consent of MC Protocols. The foregoing obligations of confidentiality and non-use shall continue in effect, with respect to each item of Confidential Information, for so long as none of the below exceptions apply thereto. The foregoing obligations of confidentiality and nonuse shall not apply to information (a) that was lawfully in your possession prior to the date that such information is disclosed or learned, as evidenced by your contemporaneous written records; (b) becomes public or available to the public without your fault or omission; (c) has been lawfully obtained by you from a third party which is in lawful possession of such information without any obligation of confidentiality; (d) is required to be disclosed by law, in which case you will give MC Protocols as much advance notice of the proposed disclosure as is practical (including a copy of any written request or order), and will cooperate with MC Protocols in any effort to limit or restrict such disclosure, via a protective order or otherwise; or (e) that you independently developed without, direct or indirect use of the Confidential Information, as evidenced by your contemporaneous written records.
User Communication. MC Protocols reserves the right to send service e-mails notifying you of operational or other changes that may affect or change the App or the Services. Please note that you cannot opt out of such service e-mails because these service e-mails provide information critical for the operation of the App and/or the Service. YOU HEREBY GRANT US PERMISSION TO SEND YOU ALL SERVICE EMAILS AS DESCRIBED ABOVE.
Warranty Disclaimer. THE APP AND THE SERVICE ARE PROVIDED ON AN “AS IS” BASIS. MC PROTOCOLS MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE APP OR THE SERVICE. MC PROTOCOLS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. UNDER NO CIRCUMSTANCE SHALL MC PROTOCOLS BE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM MISUSE, ABUSE OR DEVICE MALFUNCTION, OR IF THE APP OR SERVICE HAS BEEN ACCESSED, USED, OR OPERATED OTHER THAN IN ACCORDANCE WITH INSTRUCTIONS FURNISHED BY MC PROTOCOLS OR OTHER THAN AS PERMITTED BY THIS AGREEMENT. MC PROTOCOLS DOES NOT WARRANT THAT THE APP OR THE SERVICE WILL BE ADEQUATE FOR YOUR PURPOSES OR THAT USE OF THE APP OR THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE. YOU HEREBY ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES FROM MC PROTOCOLS OR ANY THIRD PARTY.
Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT FOR YOUR VIOLATION OF MC PROTOCOLS’ INTELLECTUAL PROPERTY RIGHTS, NEITHER MC PROTOCOLS NOR YOU SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, THE BREACH THEREOF, THE USE OR INABILITY TO USE THE APP OR THE SERVICES, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED AND/OR FROM ANY OTHER CAUSE WHATSOEVER. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. IN ANY CASE, MC PROTOCOLS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS (U.S. $100.00); BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Termination. This Agreement and the license granted herein shall automatically terminate without notice upon the occurrence of any of the following: (i) your breach of any of the terms contained herein, which is not cured within two (2) business days after MC Protocols’ notice to you; (ii) you attempt to use, copy, license, or convey the App or Services in any manner contrary to the terms of this Agreement or in derogation of MC Protocols’ Intellectual Property Rights therein; or (iii) you make an assignment of your business for the benefit of creditors, a petition in bankruptcy is filed by or against you, a receiver, trustee in bankruptcy, or similar officer is appointed to take charge of all or part of your property, or you are adjudicated bankrupt. Immediately upon termination of this Agreement, whether or not you receive notice of such termination, the license shall be immediately terminated and you shall not have any further rights to use the App or the Services. All rights and remedies conferred herein shall be cumulative and in addition to all of the rights and remedies available to each party at law, equity or otherwise.
Indemnity. You agree to defend, indemnify and hold harmless the MC Protocols 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 App or the Services; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your use of the App or the Services caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the App and the Services.
Miscellaneous.
1. Applicable Law; Arbitration; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the City of San Diego, County of San Diego, State of California before one (1) arbitrator. The arbitrator shall award reasonable attorneys’ fees to the most prevailing party in the arbitration. The arbitration shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
2. Waiver. MC Protocols’ failure to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.
3. Headings and Construction. The section titles in this Agreement are for your convenience only and carry no contractual or legal effect whatsoever. The language in this Agreement shall be interpreted in accordance with its fair meaning and shall not be strictly interpreted for or against either party.
4. Assignment. You shall not assign or otherwise transfer your rights or obligations under this Agreement to a third party unless such assignment is approved in writing by MC Protocols. This Agreement shall inure to the benefit of and bind the parties' successors and permitted assigns.
5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be deleted and re-interpreted to the extent necessary to comply with law and interpreted and substituted to accomplish the objectives of such provision to the greatest extent possible under applicable law. The remaining provisions of this Agreement will continue in full force and effect.
6. Force Majeure. Neither party shall be liable for any delay or nonperformance due to acts of God, natural casualties, war, terrorism, material shortages, transportation and communications delays, energy shortages and disruptions, trade embargoes, governmental regulations, strikes, civil unrest and/or other causes beyond the reasonable control of a party (a “Force Majeure Event”). If a Force Majeure Event occurs, the party whose performance is affected shall give the other party written notice within ten (10) days of such occurrence, detailing the circumstances of the Force Majeure Event and an estimate of the anticipated delay in performance. The party whose performance is affected will use commercially reasonable efforts to develop a mutually acceptable work around plan in an attempt to minimize the impact of the Force Majeure Event. Performance shall be promptly resumed upon termination of the Force Majeure Event.
7. Entire Agreement. This Agreement constitutes the entire agreement between you and MC Protocols with respect to the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. Unless expressly accepted in writing by a party in a manner that specifically references this Agreement, any terms on any purchase order or similar document submitted by one party to the other party that purport to amend, alter, modify or add to this Agreement are hereby deemed to be offers to amend this Agreement that are rejected by the receiving party, and such terms will have no force or effect.

Last updated: 03/16/2024