SimKit Terms Of Use

Please read these Terms of Use (“Agreement,” “User Agreement” OR “Terms of Use”) carefully before using the website and services offered by www.SimKit.co, SimKit.co, SimKit, AND SimKit, L.L.C. (collectively, “SIMKIT” or “SimKit”). This Agreement sets forth the terms and conditions for your use of the website at http://www.simkit.co (the “Site” or “Website”) and all services provided by SimKit on the Site (the “Services”). “Services” also include any and all goods and materials to which you may have access as a consequence, whether direct or indirect, of your use of the Site, even as an un-registered browser on the Site.

By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the “User,” the “Subscriber,” “you” or “your”) agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and incorporated herein by such reference. This Agreement applies to all Users of the Site, including without limitation Users who are vendors, customers, merchants, and contributors of content, information and other materials or Services on the Site.

The terms “we,” “us,” or “our” in this document refer to SimKit, www.SimKit.co, SimKit.co, and SimKit, L.L.C. We reserve the right to modify, change, add or remove portions of the Terms of Use at any time. The most current version of our Terms of Use will be posted on our Website under the Terms of Use link. The terms and conditions of our Privacy Policy are incorporated into this User Agreement by reference. Use of the Site in any manner shall confirm your understanding of and consent to any changes we may make to our Terms of Use and/or Privacy Policy. If you do not understand our Terms of Use or Privacy Policy, do not register to become a User of SimKit. By using the Site you agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site, any of the Services, any of SimKit’s goods and materials, and/or any access to the Site, absent SimKit’s prior express written permission.

You use the Site, SimKit and the Services provided by SimKit at your own risk.

SimKit Registration and Use:

Age: SimKit’s Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. SimKit may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.

Compliance: You agree to comply with all local, state and federal laws regarding online conduct and acceptable content. In addition, you must abide by SimKit’s policies as stated in this Agreement and all other operating rules, policies and procedures that may be published from time to time on the Site, each of which is incorporated herein by reference and each of which may be updated by SimKit from time to time without notice to you.

Some of the Services offered through the Site may be subject to additional terms and conditions promulgated by SimKit from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

Account Information: To use all components of our website you must become a registered User and will be asked to provide your name, email address, mailing address, city and state. You must keep your account information up to date and accurate at all times, including a valid email address. As explained in detail in our Privacy Policy, if you are a paid or paying Subscriber you are required to provide valid credit card information, billing information and shipping information, as applicable. You must similarly keep this information up to date and accurate at all times. For more information see SimKit’s Privacy Policy, incorporated herein by reference.

You agree to indemnify, hold harmless and defend SimKit in any cause, claim or action asserted by any third party arising from your failure to keep your account information secure.

Password: You will also be required to select a password. You are responsible for the security of your password. You alone are responsible for any and all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify SimKit of any unauthorized use of your password or any breach of security. You agree that SimKit cannot and will not be liable for any loss or damage, to you or to any other User of the Site, arising from your failure to keep your password secure. You agree to indemnify, hold harmless and defend SimKit in any cause, claim or action asserted by any third party arising from your failure to keep your password secure.

You agree not to provide your username and password information in combination to any other party other than SimKit without SimKit’s express written permission. To ensure the security of your password we recommend that you: monitor your account; use unique passwords combining numbers, letters and special characters; immediately notify us of any unauthorized use or security issues related to your account; change your password if you suspect unauthorized use; log off from your account when you are finished using the Site.

Account Transfer: You may not transfer or sell your SimKit account and/or User ID to another party.

Right to Refuse, Suspend or Terminate Service: SimKit, in its sole discretion, has the right to suspend or terminate your account and bar you from any and all current or future use of the Site, for any reason at any time. Such termination of use will result in the deactivation or deletion of your account, your access to your account, and the forfeiture and relinquishment of all content in your account.

What you may NOT upload to our Site: You are solely responsible for your conduct and activities on SimKit and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, or other items (collectively, “Content”) that you submit, upload, post, and/or display on SimKit.

Your Content and your use of SimKit shall not:

Be false, inaccurate or misleading;
Infringe upon any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;
Violate this Agreement, any Site policy, or any applicable law, statute, ordinance or regulation;
Be defamatory, unlawfully threatening, unlawfully harassing;
Collect information (whether personal or not) of any third party;
Collect information in violation of SimKit’s Privacy Policy;
Impersonate or intimidate any person (including SimKit staff or other users), or falsely state or otherwise misrepresent your affiliation with any person;
Be obscene or contain any pornographic material;
Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
Modify, adapt or hack SimKit or another website so as to falsely imply that it is associated with SimKit;
Create or appear to create liability for SimKit or cause SimKit to lose (in whole or in part) the services of SimKit’s ISPs or other suppliers;
Link directly or indirectly, reference, or contain descriptions of goods or services that are prohibited under this Agreement, the Privacy Policy, or other policy documents as posted on SimKit.

SimKit Payment/Refund/Upgrades or Downgrade Policy: You may not use SimKit for any monetary transactions other than to pay your Subscription Fee. Depending on the subscription for which you register, you will be billed monthly or annually starting on the day your account was initially created (the “Billing Cycle”). If you cancel your subscription prior to the processing of your next invoice, you will not be charged for future Billing Cycles. The Subscription Fee is billed in advance and is non-refundable. There are no refunds or credits for a partial Billing Cycle. SimKit does not give upgrade/downgrade refunds, or refunds for any open but unused account. No exceptions will be made. All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities, and you agree to be responsible for payment of all such taxes, levies, or duties. It is solely your responsibility to keep payment information up to date for your account. Should you fail to keep your payment information current and if we are unable to process your payment when due, SimKit will not be liable or responsible for the loss of your site Content.

Subscription Cancellation Policy: The ONLY way to cancel your SimKit Subscription is to log onto SimKit.co, select the “My Profile” link, and click on the “Manage My Subscription” link. This option is available for the first four (4) months of the Monthly payment plan only. If you choose to cancel your subscription after the 4 month period for the monthly subscription or at any time in the Yearly subscription, please reach out to us via email at info@simkit.co to cancel. Once you cancel your Subscription all of your Content will immediately be deleted. This information cannot be recovered once your Subscription is canceled. You will not be charged and billed again provided you cancel your Subscription prior to the processing of your next Billing Cycle invoice.

Changes to our Subscription Pricing: SimKit reserves the right at any time to modify, discontinue, temporarily or permanently change all or any portion of the Site and our Services without notice. Subscription Fees are subject to change upon 30 days notice from us and these notices will be posted on the SimKit home page. SimKit shall not be liable to you or to any third party for any modification, change, suspension or discontinuance of the Site or our Services.

Content License: SimKit does not claim ownership rights in your Content. You grant SimKit a license solely to enable SimKit to use any information or Content you supply to SimKit so that SimKit is not violating any rights you may have in that Content. You grant SimKit a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to exercise the copyright, trademark, trade dress, publicity, and database rights you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow SimKit to store or re-format your Content on SimKit and display your Content on SimKit in any way SimKit, in its sole discretion, chooses. SimKit will only use personal information in accordance with SimKit’s Privacy Policy.

Use of Personal Information: SimKit has not granted you a license to use SimKit or any other User’s information for unsolicited commercial messages. Without limiting the foregoing, you may NOT add any SimKit User to your email or physical mail list or address book, and you expressly agree not to do so without the prior express written consent of that User. For more information see SimKit’s Privacy Policy, incorporated herein by reference.

Re-Posting Content: By posting Content on SimKit, and notwithstanding SimKit’s best efforts to maintain the Site and your Content securely, it is possible that an outside website or a third party may re-post your Content. You agree to hold SimKit harmless against any and all damages to you and/or to third parties caused by such unauthorized use.

Medical Information and Content Disclaimer:

SimKit is a provider of medical education materials. You understand, however, that the Services and content, and SimKit’s products and other materials, are provided solely for your exclusive personal, educational, non-commercial use, for educational purposes. You should not rely on the Services and content, or SimKit’s products and other materials, to treat patients or diagnose disease. The Services and content, and SimKit’s products and other materials, are provided for general medical education purposes only; they are not meant to be applied rigidly and followed in all cases. Your selection and use of any medical information in a particular situation remains your professional responsibility as the practitioner.

Without limiting the generality of the disclaimer of warranties further in these Terms of Use, you agree that neither SimKit nor its employees, agents, representatives and assigns shall be responsible for any loss or damage, pecuniary or otherwise, resulting from your reliance on the Services, and/or Site content, and/or SimKit’s products and other materials, for any medical decision.

User Information and Content Disclaimer:

SimKit does not control the content provided by Users that is made available on SimKit. You may find some content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.

By using SimKit, the Site and the Services, you agree to accept such risks and agree that SimKit and SimKit’s officers, directors, principals, agents, employees, subsidiaries, successors, assigns, joint ventures and parent companies are not responsible for any and all acts or omissions of Users on SimKit.

Other Resources: SimKit is not responsible for the availability of outside websites or resources linked to or referenced on the Site. Most outside websites and resources have their own terms of use which govern their use. SimKit has no control over, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources.

You agree that SimKit 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 the use of or reliance on any such content, goods or services available on or through any such websites or resources.

Ownership Interests in the Intellectual Property:

Intellectual Property Defined: As used in this Agreement “Intellectual Property” means any and all of the following assets: (a) inventions, patents and patent applications; (b) trademarks, logos, designs, tag lines; (c) trade dress; (d) internet domain names, whether or not trademarks, registered by any authorized private registrar or Governmental Authority; (e) web addresses, web pages, websites and website content and arrangement, website layouts, and URLs; (f) works of authorship, writings, texts, mask works, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, object and source codes, algorithms, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (g) trade secrets; (h) samples including field samples and marketing materials related to the samples; (i) testing data, whether published or unpublished, and any certifications arising therefrom (whether Third-Party or otherwise); and (j) all other intellectual, proprietary, industrial or moral rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of any of the foregoing, however arising, as well as any know-how and/or Goodwill associated therewith, in each case whether registered or unregistered, registerable or otherwise, and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction in and throughout any part of the world.

“Intellectual Property” also includes Confidential Information and Proprietary Materials and all materials related to the implementation thereof.

“Intellectual Property” further includes any similar assets and property, tangible and intangible, including those defined under the U.S. Patent Act (35 U.S.C. §§ 101 et seq.), the U.S. Copyright Act (17 U.S.C. §§ 101 et seq.), the U.S. Lanham Act (15 U.S.C. §§ 1051 et seq.), the Uniform and Maine Trade Secrets Acts (10 M.R.S. §§ 1541 et seq.), and the Maine Trademark Statutes (10 M.R.S. §§ 1521 et seq.); and all Goodwill including the Goodwill associated with the preceding.

More information can be found at www.copyright.gov, at www.uspto.gov, and

Goodwill: For the avoidance of doubt, as used in this Agreement “Goodwill” means the reputation, quality, commercial recognition, favorable consideration, and public perception of SimKit’s name, Intellectual Property including Trademarks, goods, services, know-how, Trade Dress, and/or their use. “Goodwill” includes the favorable consideration shown by the purchasing public to goods and/or services emanating from SimKit, SimKit’s expectation of continued public patronage, the positive advantage acquired by SimKit in carrying on SimKit’s business or with any other matter carrying with it the benefit of SimKit’s business.

Ownership: With the exception of Intellectual Property owned by third-party business partners and/or providers of content on the Site, SimKit owns all Intellectual Property and Goodwill on the Site, whether generated by SimKit or by others working on its behalf.

All rights to the Intellectual Property and Goodwill arising from your use of the Site, even as a non-registered visitor, or arising from SimKit’s activities and/or use of the Intellectual Property, shall inure solely to SimKit’s benefit. Your use of the Site shall confirm that you agree to SimKit’s ownership of the Intellectual Property and Goodwill.

Waiver of Ownership: By using the Site you agree that neither during the period in which you browse on or visit the Site, or are a subscriber, nor at any time thereafter, you will not assert any claim or ownership right in or to the Intellectual Property or the Goodwill. By using the Site, even as a browser or visitor, you agree that you have waived all claims to ownership of the Intellectual Property and the Goodwill.

Waiver of Rights to Challenge: You agree that the Intellectual Property and Goodwill are SimKit’s valuable assets. By visiting or browsing on or using the Site you agree that you have waived all rights to challenge the validity and/or enforceability of the Intellectual Property and Goodwill both during the Term of this Agreement and at all times thereafter.

By visiting or browsing on or using the Site you further agree that you have waived all rights to claims of ownership of the Intellectual Property and Goodwill.

Intellectual Property, Software and Content: As used in this Agreement, the term “software” includes but is not limited to computer code, source code in any programming language, object code, code in markup languages such as HTML or XML, JavaScript or similar ﬁles, templates, modules, or any similar ﬁles, and related documentation.

The intellectual property rights in all software and content (including photographic images) made available to you on or through this Website remain the property of SimKit, LLC or its licensors and are protected by U.S. copyright and trademark laws and treaties around the world. All such rights are reserved by SimKit, LLC and its licensors, vendors and suppliers. You may store, print and display the content supplied solely for your own personal use. You are not permitted to reverse engineer any Site software, publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appear on this Website, nor may you use any such content in connection with any business or commercial enterprise.

Third-Party Rights in Their Copyrights, Trademarks and other Intellectual Property: The content of this Site and the Services may, from time to time, include the Intellectual Property of third parties who have licensed their Intellectual Property to SimKit. The preceding paragraphs apply to the third-party Intellectual Property included in the content and/or Services. By using this Website you are confirming your agreement not to challenge any third-party ownership of its Intellectual Property, nor to challenge the validity and/or enforceability of any third-party rights in their Intellectual Property.

Copyright, Trademark and Content Ownership: SimKit in its sole discretion reserves the right to terminate the Subscription and delete the content of Users who infringe the intellectual property rights of others.

More information can be found at www.copyright.gov or www.uspto.gov.

NO WARRANTIES:

USE OF THE SITE IS SOLELY AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY. SIMKIT AND ITS AFFILIATES, OFFICERS, DIRECTORS, PRINCIPALS, AGENTS, REPRESENTATIVES, EMPLOYEES, SUCESSORS, ASSIGNS, SUBSIDIARIES, JOINT VENTURES, AND/OR PARENT COMPANIES (COLLECTIVELY, “SIMKIT”) SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY AND WITHOUT LIMITATION SIMKIT DOES NOT WARRANT THAT: THE SITE WILL MEET YOUR REQUIREMENTS; USE OF THE SITE WILL BE UNINTERRUPTED, ACCESSIBLE, SECURE, ACCURATE, RELIABLE OR ERROR-FREE; ANY ERRORS IN OR ON THE SITE OR ITS CONTENT WILL BE CORRECTED; THE SITE WILL BE FREE OF ANY VIRUSES OR OTHER HARMFUL TECHNOLOGIES; THE QUALITY OF ANY SERVICES, ITEMS OR OTHER MATERIAL PROVIDED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. THEREFORE, IN THOSE JURISDICTIONS ONLY, THE ABOVE-REFERENCED EXCLUSION AS TO IMPLIED WARRANTY IS INAPPLICABLE.

LIMITS OF LIABILITY:

IN NO EVENT SHALL SIMKIT OR ITS AFFILIATES, OFFICERS, DIRECTORS, PRINCIPALS, AGENTS, REPRESENTATIVES, EMPLOYEES, SUCCESORS, ASSIGNS, SUBSIDIARIES, JOINT VENTURES OR PARENT COMPANIES BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF SIMKIT’S SITE OR SERVICES, EVEN IF SIMKIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. SIMKIT SHALL NOT BE RESPONSIBLE FOR ANY STATEMENTS, CONDUCT, OR ACTIONS BY ANY PARTY THAT USES OR MISUSES THE SIMKIT SITE OR SERVICES. WE DO NOT ASSIST IN THE RESOLUTION OF ANY DISPUTE CAUSED BY OR ARISING OUT OF ANY ACT OR FAILURE TO ACT BY ANY INDIVIDUAL OR ENTITY USING THE SITE OR SERVICES AND YOU AGREE THAT YOU WILL NOT HOLD SIMKIT LIABLE FOR ANY COSTS OR FEES OF ANY KIND WHATSOEVER INCURRED TO RESOLVE SUCH DISPUTES. SIMKIT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY DUE TO YOUR INABILITY TO USE THE SITE OR DUE TO ANY INTERRUPTION, MODIFICATION, SUSPENSION OR TERMINATION OF THE SITE OR DUE TO ANY UNAUTHORIZED ALTERATION OF YOUR TRANSMISSIONS, DATA OR DUE TO ANY UNAUTHORIZED ACCESS TO YOUR SIMKIT ACCOUNT.

YOUR SOLE AND EXCLUSIVE REMEDY AGAINST SIMKIT FOR ANY CAUSE WHATSOEVER IS THE TERIMINATION OF YOUR SUBSCRIPTION AND USE OF THE SITE.

INDEMNITY:

YOU AGREE TO INDEMNIFY SIMKIT AND HOLD HARMLESS SIMKIT, ITS AFFILIATES, OFFICERS, DIRECTORS, PRINCIPALS, AGENTS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, JOINT VENTURES AND PARENT COMPANIES FROM ANY CLAIMS OR DEMANDS MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SITE, YOUR BREACH OF THIS AGREEMENT OR OF THE SIMKIT PRIVACY POLICY, YOUR VIOLATION OF ANY LAW OR RIGHTS OF ANY THIRD PARTY. YOU FURTHER AGREE TO INDEMNIFY SIMKIT AND HOLD SIMKIT HARMLESS AGAINST ANY THIRD-PARTY CLAIMS OR DEMANDS FOR DAMAGES CAUSED THE THIRD PARTY DUE TO YOUR USE OF THE SITE OR VIOLATION OF ANY LAW OR YOUR BREACH OF THIS AGREEMENT OR OF THE SIMKIT PRIVACY POLICY.

Dispute Resolution:

Any dispute arising under or relating to this Agreement shall be submitted to binding arbitration in Portland, Maine, and not elsewhere, in accordance with the Arbitration Rules and Procedures of the American Arbitration Association (“AAA”) then in effect. The arbitration shall be submitted to one commercial arbitrator experienced in resolving intellectual property and commercial contract disputes, who shall be selected in accordance with the Arbitration Rules and Procedures of the AAA. The prevailing party shall be entitled to recovery of its reasonable attorneys’ fees and costs incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. By accepting these Terms of Use and specifically this Dispute Resolution provision you understand and agree that you are waiving your right to a jury trial. By accepting these Terms of Use and specifically this Dispute Resolution provision you also understand and agree that you waive your right to participation in any class action proceeding.

Release:

Should a dispute arise between you and any third party related to the Site content, the Services or SimKit’s products and other materials, you release SimKit and SimKit’s affiliates, officers, directors, principals, agents, representatives, employees, successors, assigns, subsidiaries, joint ventures and parent companies from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such a dispute.

No Waiver:

A waiver by SimKit to exercise any right or option or to enforce any term, condition or provision of this Agreement shall operate as a waiver only for the specific occasion that the waiver is given, and this Agreement shall otherwise continue to be fully effective and operable as to all other occasions, terms, conditions, and provisions.

Headings:

Section and paragraph headings are inserted herein solely for convenience and the same shall not by themselves alter, modify, limit, expand or otherwise affect the meaning of any provision of this Agreement.

Force Majeure:

You agree that SimKit shall not be held liable, and you will not hold SimKit liable, in the event of a Website failure, where the failure is due to a cause beyond SimKit’s reasonable control, including, but not limited to, a mechanical, electronic or communications failure or degradation, or any force majeure event.

Governing Law, Jurisdiction, Venue:

This Agreement shall be governed by and construed in accordance with the laws of the State of Maine, excluding its choice of law provisions. The parties hereby submit to the exclusive personal jurisdiction of the State of Maine. Venue for the resolution of any disputes arising under this Agreement shall be only in Portland, Cumberland County, Maine, and not elsewhere.

Severability:

If any provision of this Agreement is held to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall continue in full force and effect without being impaired in any manner whatsoever.

Notices:

Except as explicitly stated otherwise, notices to SimKit shall be mailed by certified first class mail, return receipt requested, to SimKit, 10 Birch Lane, Scarborough, Maine, 04074. Notices to you shall be transmitted to the email address you provide to SimKit (either during the registration process or when your email address changes). Notice to you shall be deemed given upon transmission. Alternatively, SimKit may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided by you to SimKit. In such case, notice shall be deemed given three days after the date of mailing.

Reporting Changes in Personal Information:

You are responsible for notifying SimKit of any changes in your email address within twenty-four (24) hours of such change. SimKit is not responsible for any damages caused you or any third party due to your failure to timely notify SimKit of your change of address, i.e., within twenty-four (24) hours of such change.