Introduction

MC10 develops powerful lightweight wearable computers for the healthcare market segment. Our BioStamp® wearable sensors are designed to capture actionable health insights from anywhere on the body, seamlessly and comfortably. The BioStamp® sensors measure high fidelity physiological data that can be leveraged in a wide variety of applications, ranging from serious life threatening neurodegenerative diseases to orthopedic rehabilitation.

The following are the terms and conditions (the “Terms of Use”) of your use of our web sites, including www.mc10inc.com, (together, the “Sites”). These Terms of Use form a legal agreement between you and MC10. You must accept these Terms of Use to use our Sites. You accept these Terms of Use by visiting the Sites. IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT VISIT ANY OF OUR SITES.

MC10 may, without notice, at any time revise these Terms of Use and any other information contained in the Sites. If we revise the Terms of Use, we will revise the “last modified” date at the top of the Terms of Use. If we materially change our Terms of Use, we will notify you by posting a notice on the homepage of our Sites. MC10 may also, without notice, at any time make improvements or changes in the products, services, or programs described in or included in the Sites. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Sites following the posting of changes will mean that you accept and agree to them.

Who Can Use the Sites?

You may use the Sites if you are over 18 years of age and are not barred from receiving services under applicable law.

Communications

We may need to contact you about your use of the Sites. These communications are part of the Sites and you may not opt out from receiving them. You can manage and opt out from receiving other communications and keep your email address up to date by contacting info@mc10inc.com or by clicking the “unsubscribe” link in the email directly.

How You Can Use the Sites

You may add comments and other content (“Visitor Content”) to the Sites. You retain all rights to Visitor Content that you post to the Sites. By making Visitor Content available on or through the Sites, you grant to MC10 a perpetual, nonexclusive, transferable, sublicensable, worldwide, royalty free license to use, copy, modify, publicly display, publicly perform, distribute, sell or make derivative works of Visitor Content on an unrestricted basis.

Prohibited Uses of the Sites

You are responsible for the Visitor Content. You represent and warrant that you own the Visitor Content or that you have all rights necessary to grant us a license to use the Visitor Content as described in these Terms of Use. You also represent and warrant that the Visitor Content and the use and provision of the Visitor Content on the Sites will not: (a) infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violate, or encourage any conduct that would violate, any applicable law or regulation or that would give rise to civil liability; (c) be fraudulent, false, misleading or deceptive; (d) be defamatory, obscene, pornographic, vulgar or offensive; (e) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) be violent or threatening or promote violence or actions that are threatening to any person or entity; (g) promote illegal or harmful activities or substances, or (h) post, advertise, or promote products or services commercially.

You may not attempt to gain unauthorized access to any portion or feature of the Sites, or any other systems or networks connected to the Sites, by hacking, password “cracking,” or any other illegitimate means. You may not breach the security or authentication measures on the Sites or any other systems or networks connected to the Sites or otherwise attempt to interfere with the proper functioning of the Sites.

You may not impersonate any other individual or entity when using the Sites.

Necessary Equipment

Full use of the Sites is dependent upon your use of a computer with adequate software or a supported mobile device and Internet access. The maintenance and security of this equipment may influence the performance of the Sites, and it is your responsibility to ensure the equipment’s functionality.

MC10’s Rights

MC10 owns, controls, and/or licenses all text, graphics, interfaces, photographs, trademarks, logos, music, audio, works of authorship of any kind, computer code contained in the Sites and information or other materials that are posted, generated, provided or otherwise made available through the Sites to you (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, and arrangement of this Content. Except for Visitor Content, the Content is protected by trade dress, copyright, trademark laws, other intellectual property rights and other laws of the United States and foreign countries.

The Sites and all Content may not be copied, reproduced, republished, uploaded, posted, transmitted, sold, licensed, transferred, adapted, modified, publicly displayed or distributed without MC10’s prior written consent. However, as long as you comply with these Terms of Use, MC10 grants you a personal, non-exclusive, non-transferable, non-sublicenseable and limited privilege to enter and use the Sites. This permission is conditioned on your not modifying the Sites’s Content and on your acceptance of any terms, conditions, and notices accompanying the Content or otherwise set forth in the Sites. Notwithstanding the foregoing, any materials available for downloading, access, or other use from the Sites with their own license terms, conditions, and notices will be governed by such terms, conditions, and notices.

MC10 reserves the right to determine the timing and content of software updates, which may be automatically downloaded and installed by MC10 products without prior notice to you.

Your failure to comply with the Sites’s terms, conditions, and notices will result in automatic termination of any rights granted to you, without prior notice. Except for the limited permission in the preceding paragraph, MC10 does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights.

Privacy

MC10’s Privacy Policy applies to your use of the Sites, and its terms are made a part of these Terms of Use by this reference. To view MC10’s Privacy Policy, click here.

Links to Other Sites

The Sites may contain links to independent third-party Web sites (“Linked Sites”). MC10 provides these Linked Sites solely for your convenience and does not control or endorse any of them. MC10 cannot be responsible for the content, security, or privacy policies of such Linked Sites. These Terms of Use and the MC10 Privacy Policy do not apply to any Linked Sites. You are responsible for reading and understanding the terms and conditions and privacy policy that apply to your use of any Linked Site.

Violation of These Terms of Use

We have the right to investigate violations of these Terms of Use and any conduct that affects the Sites. You agree that MC10 may, in its sole discretion and without prior notice, terminate your access to the Sites and/or block your future access to the Sites if MC10 determines that you have violated these Terms of Use or other agreements or guidelines associated with your use of the Sites. We may consult with and disclose unlawful conduct to law enforcement authorities, and, pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice and will cause irreparable harm to MC10 for which monetary damages would be inadequate, and you consent to MC10 obtaining any injunctive or equitable relief that MC10 deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies MC10 may have at law or in equity.

Termination

You agree that MC10 may, in its sole discretion and without prior notice, terminate your access to the Sites, including as a result of (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Sites or any service offered on or through the Sites, or (4) unexpected technical issues or problems. MC10 similarly reserves the right to do any of the following, at any time, without notice: (1) modify, suspend or terminate operation of or access to the Sites, or any portion of the Sites, for any reason; (2) modify or change the Sites, or any portion of the Sites, and any applicable policies or terms; and (3) interrupt the operation of the Sites, or any portion of the Sites, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Upon any termination, discontinuation or cancellation of the Sites or your account, the following provisions of these Terms of Use will survive: How You Can Use the Sites; Prohibited Uses of the Sites; MC10’s Rights; Violation of these Terms of Use; Disclaimers and Limitation of Liability; Indemnity; Dispute Resolution; General Terms.

If MC10 takes any legal action against you due to your violation of these Terms of Use, MC10 will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to MC10. You agree that MC10 will not be liable to you or to any third party for termination of your access to the Sites for any reason.

Disclaimers and Limitation of Liability

MC10’S GOAL IS TO PROVIDE HELPFUL AND ACCURATE INFORMATION ON THE SITES, BUT WE MAKE NO ENDORSEMENT, REPRESENTATION OR WARRANTY OF ANY KIND ABOUT THE SITES, ANY CONTENT, INFORMATION, SERVICES OR RECOMMENDATIONS.

NEITHER MC10 NOR ITS SUPPLIERS OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITES, PROMISES THAT THE SITES OR ANY CONTENT, SERVICE OR FEATURE OF THE SITES WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITES WILL PROVIDE SPECIFIC RESULTS. THE SITES AND THEIR CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.

ALL INFORMATION PROVIDED ON THE SITES, INCLUDING AS TO PRICING, FEATURES, AND AVAILABILITY OF PRODUCTS AND SERVICES, IS SUBJECT TO CHANGE WITHOUT NOTICE. ACCORDINGLY, YOU SHOULD CONFIRM THE ACCURACY AND COMPLETENESS OF ALL POSTED INFORMATION BEFORE MAKING ANY DECISION RELATED TO ANY SERVICES, PRODUCTS, OR OTHER MATTERS DESCRIBED IN THE SITES.

MC10 CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITES WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. MC10 CANNOT ENSURE THAT ANY INFORMATION YOU TRANSMIT TO THE SITES WILL BE SECURE IN ITS TRANSMISSION AND/OR STORAGE. MC10 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MC10 DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITES AND/OR ANY MC10 SERVICES.

YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITES AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST MC10 FOR DISSATISFACTION WITH THE SITES OR ANY CONTENT IS TO STOP USING THE SITES OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

IN NO EVENT WILL MC10, ITS SUPPLIERS OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE WHATSOEVER DAMAGES, INCLUDING LOST PROFITS, EVEN IF MC10 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF USE, MC10 IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITES OR ANY CONTENT, MC10’S LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNTS YOU HAVE PAID TO MC10 FOR USE OF THE SITES OR US$100.00, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO MC10, AS APPLICABLE. PLEASE BE ADVISED THAT SOME JURISDICTIONS RESTRICT LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION.

Indemnity

You agree to indemnify and hold MC10, its existing and future officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against MC10 by any third party due to or arising out of or in connection with your use of the Sites or your Visitor Content, as applicable, or your breach of any warranties made by you hereunder or your violation of any other provision of these Terms of Use. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Dispute Resolution

You agree that all matters relating to your access to or use of the Sites, including all disputes, will be governed by the laws of the United States and by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Boston, Massachusetts, and you waive any objection to such jurisdiction or venue.

Any claim under these Terms of Use must be brought within one year after the cause of action arises, or such claim or cause of action is barred. The prevailing party will be entitled to costs and attorneys’ fees.

International Issues

MC10 administers and operates the Sites from its location in the Commonwealth of Massachusetts, in the United States. Information on MC10’s Sites may contain references to MC10 products, programs and services that are not available in your country. Such reference does not imply that MC10 intends to make such products, programs, or services available in your country. Any offer on the Sites for any feature, product, or service is void where prohibited. If you choose to access the Sites from outside the United States, you are responsible for complying with applicable local laws.

Certain text in MC10’s Sites may be available in languages other than English. These translations are provided as a convenience to you, and MC10 makes no representations or commitments regarding the accuracy or completeness of the translation.

General Terms

If a court or other tribunal of competent jurisdiction holds any of the provisions of these Terms of Use to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect.

These Terms of Use constitute the entire agreement between you and MC10 with regard to your use of the Sites, and any and all other written or oral agreements or understandings previously existing between you and MC10 with respect to such use are hereby superseded and cancelled.

MC10’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as MC10’s waiver of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between MC10 and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties. MC10 customer service representatives are not authorized to modify any provision of these terms, either verbally or in writing.

You may not assign or transfer these Terms of Use, by operation of law or otherwise, without MC10’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null. MC10 may freely assign or transfer these Terms of Use without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by MC10 under these Terms of Use, including those regarding modifications to these Terms of Use, will be given (i) via email; or (ii) by posting to the Sites. For notices made by email, the date of receipt on the message will be deemed the date on which such notice is transmitted.

Feedback

MC10 welcomes any feedback you have regarding the Sites. Please be aware that any feedback you provide shall be deemed non-confidential, and MC10 shall be free to use such information on an unrestricted basis. Please do not hesitate to contact us by email at privacy@mc10inc.com or by writing to:

MC10, Inc.
10 Maguire Road, Building 3, 1st floor
Lexington, MA 02421
Attn: General Counsel