MEMSConcepts.com Terms of Use Agreement

Effective Date: This Terms of Use Agreement was last updated on March 1, 2007.
Read This Agreement Before Accessing Website.

Welcome to MEMSConcepts. By accessing the MEMSConcepts website and using the services on the MEMSConcepts websites (memsconcepts.com and other related websites where this agreement appears) (“Sites”), you agree to the following terms and conditions.

Before you access the Sites or become a member of MEMSConcepts, you must read and accept all of the terms and conditions in this Terms of Use Agreement (“TOU”) and the Privacy Policy. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of this website. We reserve the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at MEMSConcepts.com website. Your continued use of the Service after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended. You agree that, except as otherwise expressly provided in this TOU, there shall be no third-party beneficiaries to this agreement. MEMSConceps may inform you about changes to the TOU, by email, regular mail or postings on the website.

Description of Services

MEMSConcepts.com offers its users the opportunity to upload and include their inventions and ideas in the MEMSConcepts database, browse and view content generated by other users, and personal tools to communicate with other users and to administer their account and profile information (the "Services"). MEMSConcepts.com users acknowledge that as part of MEMSConcepts.com Services, MEMSConcepts may communicate with the users regarding service and administrative announcements, and transmittal of communication from other users to you. You understand that these communications are non-optional, and you may not opt-out. You also understand and consent that the advertisements may be included in the services.

You understand and agree that you are responsible for obtaining access to the Service; you are responsible for any third-party fees (such as Internet service provider or airtime charges) to access the Services; and you must provide and are responsible for all equipment necessary to access the Services.

Using MEMSConcepts

The Site provides you its services under the condition that you represent that you are 18 years and older and of legal age to form a binding contract, and not barred from receiving services under the laws of the United States or other applicable jurisdiction.

While using the Sites and services you agree to provide accurate, true, current and complete information about yourself as required by the Service's membership registration form (the "Member Data"), and maintain and update the Member Data to keep it accurate, true, current and complete. MEMSConcepts has the right to suspend or terminate your membership account and refuse any and all current or future use of the Service (or any portion thereof).

While creating your account for the first time, you will be prompted to create a unique user ID and password combination. You are entirely responsible for any and all activities which occur under your account whether authorized or not authorized. You are fully responsible for notify MEMSConcepts of any unauthorized use of your account or any other breach of security known or should be known to the you; maintaining the confidentiality of the user ID, password and member account; and logging out of your account at the end of each signed-in session. Your right to use the Service is personal to you. You agree not to resell or make any commercial use of the Service without the express written consent of MEMSConcepts. MEMSConcepts cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Any dealings or interactions between you and organizations and/or individuals found on or through the Service are solely between you and such organizations and/or individuals. You agree that MEMSConcepts shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that MEMSConcepts is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release MEMSConcepts, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service.

User Generated Content

You understand and agree that you are entirely responsible for materials and information ("Content") that you post, upload, email, transmit or otherwise make available via the Service including, but not limited to, text, figures, plots, data, drawings, sketches, images, graphics, messages, and descriptions, whether publicly posted or privately transmitted.

You also understand and acknowledge that all user generated text, figures, plots, data, drawings, sketches, images, graphics, messages, and descriptions and other materials available or transmitted through the Service are the sole responsibility of the person from whom such Content originated. You understand that MEMSConcepts may or may not pre-screen or control the Content posted via the Service and, as such, does not guarantee the integrity, accuracy, or quality of the Content. Therefore, you acknowledge that you may not rely on any Content created by MEMSConcepts or posted on MEMSConcepts.com. MEMSConcepts makes no warranties or representations whatsoever as to the accuracy or reliability of any information provided on this web site, and with regard to any product provided or offered by any user who posts content on the web site. You accept that by using the Service, you may be exposed to misleading, objectionable, offensive, or indecent Content and you acknowledge that any reliance on representations and warranties provided by any user shall be at your own risk. MEMSConcepts will under no circumstances accept liability in any way for any Content, including, but not limited to, any omissions or errors in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. MEMSConcepts reserves the right to remove any Content that violates the TOU or is otherwise objectionable.

MEMSConcepts understands that by submitting Content or making available for inclusion on the Service the user does not grant MEMSConcepts ownership rights of the Content. However, upon submission or making available for inclusion of Content buy the user on publicly accessible areas of the Service MEMSConcepts is automatically granted worldwide, royalty-free and non-exclusive license(s).

When Content inluding but not limited to text, figures, plots, data, drawings, sketches, images, graphics, messages, and descriptions and other materials is submitted or made available for inclusion on the Service, MEMSConcepts is granted the license to use, distribute, modify, reproduce, adapt, publicly display such Content on the Service solely for the purposes of providing and promoting MEMSConcepts site to which such Content was submitted or made available. This license exists only for as long as you choose to continue to include such Content on the Service and will terminate at the time you or MEMSConcepts removes such Content from the Service.

User Conduct

While using the Site and the Services you agree that you will not:

- use the Sites if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Sites;

- provide any member data that is untrue, inaccurate, not current or incomplete

- transfer your MEMSConcepts account and User ID to another party without our consent;

- distribute or post any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or pyramid schemes or any other form of solicitation, except in areas that are designated for promoting your concepts;

- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

- interfere with, disrupt the Service, or disobey any procedures, requirements, policies or regulations of or servers or networks connected to the Service;
- copy, modify, or distribute content from MEMSConcept's copyrights and trademarks;

- harvest or collect information about users, including email addresses, without their consent;

- stalk or harass other users;

- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

- violate any third party rights, in particular harm minors in any way, laws, or our policies;

- impersonate any person or entity, including, but not limited to, MEMSConcepts representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;

- forge headers or manipulate identifiers to disguise the origin of any Content transmitted through the Service;

- post, upload, email, transmit or otherwise make available any Content that is not lawfully or contractually available to you (such as inside information, proprietary and confidential information acquired or disclosed as part of employment relationships or under nondisclosure agreements);

- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations issued by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the American Stock Exchange, the New York Stock Exchange, or the NASDAQ, and any regulations having the force of law;

-provide resources or any material support (or to conceal or disguise the location, source, nature, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

You acknowledge, consent and agree that MEMSConcepts may access, preserve and disclose user account information and Content if required to do so by law or in a good faith belief that access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Use; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of MEMSConcepts, its users and the public.

You accept that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to terms of use set by MEMSConcepts and/or content providers. You may not attempt to override or circumvent any of the rules of use embedded into the Service. Any unauthorized publication, reproduction, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

You agree not to reproduce, duplicate, copy, sell, resell, trade or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

Modifications and Interruption to Service

MEMSConcepts reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. MEMSConcepts assumes no liability to you or to any third party for any modification, suspension or discontinuance of the Service. You acknowledge and accept that MEMSConcepts does not guarantee continuous, uninterrupted or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

MEMSConcepts reserves the right to immediately terminate your MEMSConcepts Membership account, and access to the Service without prior notice should certain circumstances including, but not limited to,
• breaches or violations of the TOU or other incorporated agreements or guidelines,
• requests by law enforcement or other government agencies,
• a request by you (self-initiated account deletions),
• discontinuance or material modification to the Service (or any part thereof),
• unexpected technical or security issues or problems,
• extended periods of inactivity,
• engagement by the Member in fraudulent or illegal activities,
• failure to pay any membership dues owed by the Member in connection with the Services.

Termination of your MEMSConcepts Membership account includes:
• removal of access to all offerings and features within the member accessible parts of the Service,
• deletion of your password and all related information, files and content associated with or inside your account (or any part thereof),
• barring of further use of the Service.

You agree that all terminations for certain circumstances shall be made in MEMSConcepts sole discretion and that MEMSConcepts assumes no liability to you or any third party for termination of your account, any associated email address, or access to the Service.

MEMSConcepts retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, MEMSConcepts reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion.

DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND AGREE THAT USE OF THE SERVICE IS AT YOUR OWN RISK. THE SITE IS PROVIDED BY MEMSCONCEPTS ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEMSCONCEPTS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THIS WEB SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. MEMSCONCEPTS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. MEMSCONCEPTS SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OF THIS WEBSITE. MEMSCONCEPTS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, PARTNERS, EMPLOYEES, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE INFORMATION PROVIDED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THEREFORE THE ABOVE-REFERENCED EXCLUSION IS INAPPLICABLE.

YOU UNDERSTAND THAT MEMSCONCEPTS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, PARTNERS, EMPLOYEES AND LICENSORS MAKE NO
WARRANTY THAT:
• THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE;
• THE INFORMATION, DOCUMENTS, IMAGES THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE;
• THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS AND REQUIREMENTS;
• ANY BUGS IN THE SOFTWARE WILL BE FIXED.

YOU FURTHER ACKNOWLEDGE THAT ANY ADVICE OR INFORMATION THAT IS NOT EXPRESSLY STATED IN THE TOU BUT OBTAINED BY YOU FROM MEMSCONCEPTS OR THOROUGH OR FROM THE SERVICE WHETHER ORAL OR WRITTEN MAY NOT CONSTITUTE ANY WARRANTY.

YOU AGREE THAT IT IS AT YOUR OWN DISCRETION THAT YOU DOWNLOAD OR OBTAIN ANY DOCUMENT THROUGH THE SERVICE. IT IS YOUR RESPONSIBILITY AND IS AT YOUR OWN RISK THAT ANY DAMAGE MIGHT OCCUR TO YOUR SYSTEM OR DATA MAY BE LOST DUE TO ACCESSING THESE DOCUMENTS.

A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MEMSCONCEPTS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, PARTNERS, EMPLOYEES AND LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR MEMSCONCEPTS.COM SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO THIS WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF MEMSCONCEPTS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM:
• THE USE OR THE INABILITY TO USE THE SERVICE;
• UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
• STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE;
• PROCUREMENT COST OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
• ANY OTHER MATTER RELATING TO THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS INAPPLICABLE.

MEMSConcepts Copyright, Trademark, and Intellectual Property Information

All content included or made available on this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is © 2007 MEMSConcepts.com with all rights reserved, and is the property of MEMSConcepts protected by intellectual property rights. Any unauthorized use of materials on the website, including reproduction for purposes other than those noted above, modification, distribution, or replication, republication, display, transmission in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of MEMSConcepts is strictly prohibited and may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations or statutes. Users agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of MEMSConcepts.

You acknowledge and agree that:
• you must retain all copyright and trademark notices while viewing, printing and downloading contents of MEMSConcepts; you may not distribute, retransmit, republish, reuse, repost any content; you may not alter or interfere with the content or software other than posting your own content in authorized areas under your account;
• the Service and any necessary software used to make the Service available and functional ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws;
• Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws;
you will under no circumstances modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

MEMSConcepts™ and MEMSConcepts.com™ are proprietary marks of MEMSConcepts.com. The MEMSConcepts, MEMSConcepts logo, trademarks and service marks and other MEMSConcepts logos and product and service names are trademarks of MEMSConcepts (the "MEMSConcepts Marks"). Without MEMSConcepts's prior permission, you agree not to display or use in any manner the MEMSConcepts Marks. MEMSConcepts’s trademarks may not be used in connection with any product or service that is not provided by MEMSConcepts, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits MEMSConcepts.

All other trademarks displayed on MEMSConcepts’s website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the web sites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with MEMSConcepts.

Notification of Claimed Copyright Infringement

As a service provider under the Digital Millennium Copyright Act, MEMSConcepts is not liable for any direct, vicarious, contributory, or other infringement of copyrights arising out of content included by other users of this Website. Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, MEMSConcepts.com designates the following individual as its agent for receipt of notifications of claimed copyright infringement.

MEMSConcepts Intellectual Property Agent
contact@memsconcepts.com

MEMSConcepts respects the intellectual property of others, and strongly encourages its users to do the same. MEMSConcepts may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide MEMSConcepts's Intellectual Property Agent the following information:

- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

- a description of the copyrighted work or other intellectual property that you claim has been infringed;

- a description of where the material that you claim is infringing is located on the site;

- your address, telephone number, and email address;

- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or patent owner, its agent, or the law;

- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright, intellectual property, or patent owner, or authorized to act on the owner's behalf.

General Practices Regarding Use And Storage

MEMSConcepts reserves the right to establish general practices and limits concerning use of the Service. These practices include without limitation:
• the maximum number of days that email messages, or other uploaded Content will be retained by the Service;
• the maximum size of any email message that may be sent from or received by an account on the Service;
• the maximum number of email messages that may be sent from or received by an account on the Service;
• the maximum disk space that will be allotted on MEMSConcepts' servers on your behalf;
• the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time.

You agree that MEMSConcepts does not accept any responsibility or liability for the failure to store or deletion of any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that MEMSConcepts reserves the right to log off accounts that has timed out - has been inactive for an extended period of time.

You further acknowledge that MEMSConcepts reserves the right to modify these general practices at any time with or without notice.

Third-Party Sites

The Service or third parties may provide links to other sites on the Internet or resources that are owned and operated by online merchants and other third parties. Due to the fact that MEMSConcepts has no control over such sites and resources, you acknowledge and agree that MEMSConcepts is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that MEMSConcepts shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

Disclaimer Regarding Accuracy of Vendor Information

Product specifications and other information have either been provided by the Vendors or collected from publicly available sources. MEMSConcepts makes every effort to ensure that the information on this website is accurate, we can make no representations or warranties as to the accuracy or reliability of any information provided on this website.

MEMSConcepts makes no warranties or representations whatsoever with regard to any product provided or offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk.

User-Advertiser Correspondence

Your correspondence or business dealings with, or participation in promotions of advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that MEMSConcepts shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

Interstate Communications over MEMSConcepts Network

Registered MEMSConcepts users engage in using MEMSConcepts services to send electronic communications (including but email messages, search queries, browsing concepts, uploading images and files to MEMSConcepts, and other Internet activities). These electronic communication activities entail sending communications through MEMSConcepts' computer networks, which are located in Kentucky, California and several other locations in the United States. As a result of MEMSConcepts’ network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, this Terms of Use agreement compels the user to acknowledge that use of the service results in interstate data transmissions.

Special Admonitions For International Use

Given Internet's global nature, you agree to comply with all local rules applicable to online conduct and acceptable Content. Mainly, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country of residence.

Indemnity

You agree to indemnify and hold MEMSConcepts and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOU, or your violation of any rights of another.

Other Terms

If any provision of this Terms of Use Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Terms of Use Agreement and any other agreements referenced herein may be assigned by MEMSConcepts, in our sole discretion, to a third party in the event of a merger or acquisition. This Terms of Use Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a Member. Member agrees that by accepting this Terms of Use Agreement, Member is consenting to the use and disclosure of their personally identifiable information and other practices described in our Privacy Policy Statement.

Entire Agreement. The TOU constitutes the entire agreement between you and MEMSConcepts and governs your use of the Service.TOU supersedes any prior agreements between you and MEMSConcepts with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other MEMSConcepts services, affiliate services, third-party content or third-party software. The section titles in the TOU are for convenience only and have no legal or contractual effect. Please report any violations of the TOU to our Customer Service by email to contact@memsconcepts.com

Choice of Law and Forum. The TOU and the relationship between you and MEMSConcepts shall be governed by and construed in accordance with the laws of the United States, without giving effect to its conflict of laws provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect.

Waiver and Severability of Terms. The failure of MEMSConcepts to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect.

No Right of Survivorship and Non-Transferability. You agree that your MEMSConcepts account is non-transferable and any rights to your MEMSConcepts Membership or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Governing Jurisdiction of the Courts of the State of California

Our website is operated and provided in the State of California. As such, we are subject to the laws of the State of California, and such laws will govern this Terms of Use, without giving effect to any choice of law rules. We make no representation that our website or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our site you agree to do so subject to the internal laws of the State of California.

Compliance with Laws

User assumes all knowledge of applicable law and is responsible for compliance with any such laws. User may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. User further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

Privacy

Refer to our full privacy policy at http://www.memsconcepts.com/privacy to learn more about Member Data handling. Through usage of the Service you consent to the collection and use (as set forth in the Privacy Policy) of Member Data, such as the transfer of this information to the United States and/or other countries for storage, processing and use by MEMSConcepts and its related companies.