These terms and conditions govern the collection and use of information submitted by you (the “Candidate”) via www.theincwell.net (the “Site”) as well as the content, services and software provided on the Site and your use of the same (the “Terms and Conditions”). If you do not agree to and accept the Terms and Conditions and all applicable laws and regulations without limitation or qualification, please exit this Site.
INFORMATION COLLECTION AND USE
In order to enroll for the services offered, Candidates are required to submit their proposal and provide certain contact and other information (collectively, the “Information”). The Candidate represents and warrants that the Information submitted via the Site is true, accurate, current, non-misleading, complete, non-confidential and consistent and relevant for the purpose for which such Information is provided. Candidate will maintain and update such Information regularly upon request. Candidate agrees that if any Information provided is false, inaccurate, obsolete or incomplete, IncWell, LLC may terminate Candidate’s use of the Site.
BE ADVISED: Any and all of the Information disclosed by Candidate in connection with a submission becomes public information. Any submission, Candidate provided content, communication or material transmitted to the Site, such as questions, comments, suggestions or the like, will be treated as non-confidential and non-proprietary. Email and other transmissions will not be encrypted or otherwise secured. Candidates should exercise caution when deciding to disclose personal, financial or other information in a submission.
For any submissions and/or Candidate provided content, Candidate acknowledges and agrees that (a) IncWell, LLC reserves the right (but has no obligation) to evaluate each submission and all Candidate provided content; and (b) may do one or all of the following, at its discretion: (i) monitor submissions and Candidate provided content; (ii) alter, remove, or refuse to post or allow to be posted or stored any submission or Candidate provided content; (iii) monitor and/or filter any of Candidate’s communications through the Site (including without limitation by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); and/or (iv) disclose any submissions, Candidate provided content or any communication through the Site, and the circumstances surrounding the transmission thereof, to any third party in order to operate the Site; to protect IncWell, LLC, any of its affiliated entities, and any of their respective sponsors, employees, officers, directors, shareholders, agents, representatives and affiliates, and the Site’s users and visitors; to comply with legal obligations or governmental requests; to enforce these Terms and Conditions; or for any other reason or purpose. In addition, IncWell, LLC has no control over, and IncWell, LLC and its affiliated entities shall have no liability for any damages resulting from, the use (including without limitation re-publication) or misuse by any third party of information voluntarily made public through any submission, any Candidate provided content or any other part of the Site.
IncWell, LLC may record and collect information about how Candidates use the Site such as a Candidate’s domain name, language, type of browser and operating system, Internet Service Provider, Internet protocol (IP) address, the website from which they arrived at the Site, and the amount of time spent on the Site (collectively, “Usage Data”). IncWell, LLC will monitor and use Usage Data to measure the Site’s performance and activity and improve the Site’s design and functionality.
PROTECTING CHILDREN’S INFORMATION
IncWell, LLC does not knowingly solicit or collect data from children, and does not knowingly market to children online without express parental consent or notification. Individuals under 18 years of age are explicitly not authorized to use this Site. IncWell, LLC does not take any special action to learn a Candidate’s age. If IncWell, LLC learns that a Candidate is under 18 years of age, the submission shall be withdrawn from consideration and the Candidate provided content will be removed from the Site.
REGISTRATION, USER NAMES AND PASSWORDS
Candidates are required to register in order to process a submission via the Site. With regard to any such registration, IncWell, LLC may refuse to grant Candidate, and Candidate may not use, a user name (or e-mail address) that is already being used by another Candidate; that may be construed as impersonating another person or entity; that belongs to another person or entity; that violates the intellectual property or other rights of any person or entity; that is offensive; or that IncWell, LLC rejects for any other reason in its sole discretion. Each Candidate is responsible for maintaining the confidentiality of any password he/she/it uses to access the Site, and agree not to transfer the password or user name, or lend or otherwise transfer use of or access to the Site, to any third party. Candidate is fully responsible for all interaction with the Site that occurs in connection with his/her/its password or user name. Candidate agrees to immediately notify IncWell, LLC of any unauthorized use of his/her/its password or user name or any other breach of security related to Candidate’s account or the Site, and to ensure that Candidate “logs off”/exits from his/her/its account with the Site (if applicable) at the end of each session. IncWell, LLC is not liable for any loss or damage arising from Candidate�������������������s failure to comply with any of the foregoing obligations.
As with many state-of-the-art websites, IncWell, LLC may use “cookies” to, among other things, enhance the functionality of the Site and to make transactions and other activities through the Site more convenient and efficient for Candidates. A “cookie” is a file stored locally on a user’s computer. Most Internet browsers include preference settings that allow users to be notified and control whether cookies are transferred to their computers.
CONSENT TO PROCESSING
By using or providing Information to the Site, Candidate understands and unambiguously consents to the collection, processing and use of such Information in the United States and other countries and territories for the purposes set forth in these Terms and Conditions. Candidate’s personal information will be stored and processed on computers in the United States. The laws on holding personal information in the United States may vary and be less stringent than laws of Candidate�����s state or country. IncWell, LLC will use commercially reasonable efforts to hold and transmit Candidate’s personal information in a safe, confidential and secure environment. If Candidate objects to his/her/its personal information being transferred or used in this manner please do not register with or use the Web Site
DISCLOSURE OF SUBMISSIONS AND CANDIDATE PROVIDED CONTENT
Service Providers and Vendors
IncWell, LLC may share Candidate’s personal information with companies acting as authorized agents in providing service (e.g., credit card processing, customer/support services), all of which agree to use it only for such specified purposes. Each service provider and vendor must agree to implement and maintain reasonable security procedures and practices appropriate to the nature of Candidate’s information in order to protect Candidate’s personal information from unauthorized access, destruction, use, modification or disclosure. IncWell, LLC may utilize the services of unaffiliated service providers to provide or perform certain services and functions on the Site. For example, IncWell, LLC may use a website tracking evaluation firm to analyze use of the Site. Any access to such information will be limited to the purpose for which such information was provided to the service provider.
Legal Requests or Orders
IncWell, LLC may make information concerning the Site, and the uses thereof, available to law enforcement personnel and agencies when requested to do so or as required by law. IncWell, LLC may also disclose such information upon a good faith belief that it is required to do so, in order to protect property or persons or in furtherance to an investigation regarding a breach of the Site’s policies. IncWell, LLC will also disclose Candidates’ submission(s) and provided content when it has reason to believe that disclosing submissions and/or Candidate provided content is necessary to identify, contact or bring legal action against someone who may be causing injury to or interference with (whether intentionally or unintentionally) others rights or property.
IncWell, LLC takes seriously the security of information related to the use of the Web Site and has implemented systems and procedures intended to reduce the risk of unauthorized access to such information. However, due to the nature of the Internet, IncWell, LLC cannot and does not guarantee that communications with the Site will be free from unauthorized access.
UPDATES AND REVISIONS TO THE SITE
All content and services made available through the Site that were not made available as of the “LAST UPDATED” date below shall automatically be deemed to be part of the Site when first made available through the Site. Any function, software or tools made available through the Site that were not made available as of the “LAST UPDATED” date above beow automatically be deemed to be Site for purposes of these Terms and Conditions when first made available through the Site.
IncWell, LLC reserves the right, at its sole discretion, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Site with or without notice; limit the Site’s availability to any person, geographic area or jurisdiction; modify and/or waive any fees charged in connection with the Site; and/or offer opportunities to some or all users of the Site. Candidate agrees that neither IncWell, LLC nor any affiliated entity shall be liable to Candidate or to any third party for any modification, suspension or discontinuance of the Site, in whole or in part, or of any content, submission, feature or product offered through the Site. Candidate’s continued use of the Site after such changes will indicate acceptance of any and all such changes.
Candidate agrees to defend, indemnify and hold harmless IncWell, LLC, its affiliated entities and any other party involved in creating, producing or delivering the Site, and their respective directors, officers, employees, agents, shareholders, licensors and representatives, from and against all claims, losses, costs and expenses (including without limitation attorneys’ fees) arising out of (a) Candidate’s use of, or activities in connection with the Site; (b) any violation of the Terms and Conditions by Candidate; or (c) any allegation that any submission or Candidate provided content provided through the Site infringes or otherwise violates the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party.
IncWell, LLC may provide links to third parties’ websites (“Linked Sites”). Linked Sites are not reviewed, controlled or examined by IncWell, LLC in any way and IncWell, LLC is not responsible for the privacy policies and practices of any such Linked Sites, or any additional links contained therein. These links do not imply endorsement of or association with the Linked Sites.
Candidate agrees that IncWell, LLC in its sole discretion, may terminate Candidate’s access to or use of the Site, at any time and for any reason, or no reason, including without limitation if IncWell, LLC believes that Candidate has violated or acted inconsistently with the letter or spirit of these Terms and Conditions. Upon any such termination, Candidate’s right to use the Site will immediately cease. Candidate agrees that any termination of his/her/its access to or use of the Site may be effected without prior notice, and that IncWell, LLC may immediately de-activate or delete Candidate’s account and password, and all related information and files associated with it, and/or bar any further access to such information or files. Candidate agrees that neither IncWell, LLC nor any of its affiliated entities shall be liable to Candidate or any third party for any termination of access to the Site or to any such information or files, nor will they be required to make such information or files available to Candidate after any such termination.
CANDIDATE LICENSE TO USE SITE
Unless otherwise stated, IncWell, LLC and/or its licensors own the intellectual property rights in the Site and all material on the Site. Subject to the license below, all intellectual property rights are reserved. Candidate may view, download for caching purposes only, and print pages from the Site for its own personal use, subject to the restrictions set out below and elsewhere in these Terms and Conditions.
Candidate shall not:
- republish material from the Site (including republication on another Site);
- sell, rent or sub-license material from the Site;
- show any material from the Site in public;
- reproduce, duplicate, copy or otherwise exploit material on the Site for a commercial purpose;
- edit or otherwise modify any material on the Site; or
- redistribute material from the Site, except for content specifically and expressly made available for redistribution.
Where content is specifically made available for redistribution, it may only be redistributed within Candidate’s organization.
ACCEPTABLE USE BY CANDIDATE
Candidate shall not use the Site in any way that causes, or may cause, damage to the Site or impairment of the availability or accessibility of the Site; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
Candidate shall not use the Site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
Candidate shall not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Site without IncWell, LLC’s prior express written consent.
Candidate shall not use the Site to transmit or send unsolicited commercial communications.
Candidate shall not use the Site for any purposes related to marketing without IncWell, LLC’s prior express written consent.
LIMITATIONS OF LIABILITY
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. INCWELL, LLC MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AT ANY TIME. ANY ADVICE RECEIVED VIA THE SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL, FINANCIAL OR BUSINESS DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. INCWELL, LLC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND. INCWELL, LLC HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INCWELL, LLC OR ANY OF ITS AFFILIATES OR SUBSIDIARIES, INCLUDING ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL AND/OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY BUSINESS LOSSES, LOSS OF REVENUE, INCOME, PROFITS OR ANTICIPATED SAVINGS, LOSS OF CONTRACTS OR BUSINESS RELATIONSHIPS, LOSS OF REPUTATION OR GOODWILL, LOSS OR CORRUPTION OF INFORMATION OR DATA, DAMAGES FOR LOSS OF USE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF, OR FAILURE TO PROVIDE, SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF INCWELL, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF CANDIDATE IS DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY PART OF THE TERMS AND CONDITION, ITS SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
BY USING THE SITE, CANDIDATE AGREES THAT THE LIMITATIONS OF LIABILITY SET OUT ABOVE ARE REASONABLE. IF CANDIDATE DOES NOT THINK THEY ARE REASONABLE, IT SHALL NOT USE THE SITE.
Candidate accepts that, as a limited liability company, IncWell, LLC has an interest in limiting the personal liability of its members, manager(s), officers, employees and agents. Candidate agrees that it will not bring any claim personally against IncWell, LLC’s members, manager(s), officers, employees or agents in respect of any losses it suffers in connection with the Site.
Without prejudice to the foregoing paragraph, Candidate agrees that the limitations of representations, warranties and liability set out in the Terms and Conditions will protect IncWell, LLC’s members, managers, officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as IncWell, LLC.
BREACHES OF THE TERMS AND CONDITIONS
Without prejudice to IncWell, LLC’s other rights under the Terms and Conditions, if Candidate breaches the Terms and Conditions in any way, IncWell, LLC may take such action as IncWell, LLC deems appropriate to deal with the breach, including suspending Candidate’s access to the Site, prohibiting Candidate from accessing the Site, blocking computers using Candidate’s IP address from accessing the Site, contacting Candidate’s internet service provider to request that they block Candidate’s access to the Site and/or bringing court proceedings against Candidate to enforce its legal and equitable remedies.
IncWell, LLC may transfer, assign, sub-contract or otherwise deal with IncWell, LLC’s rights and/or obligations under the Terms and Conditions without notifying Candidate or obtaining Candidate’s consent. Candidate may not transfer, assign, sub-contract or otherwise deal with Candidate’s rights and/or obligations under the Terms and Conditions.
If a provision of the Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
The Terms and Conditions constitute the entire agreement between Candidate and IncWell, LLC with respect to the subject matter hereof and supersede all previous agreements with respect to the same.
LAW AND JURISDICTION
The Terms and Conditions are governed by the laws of the State of Michigan, without regard to its principles regarding conflicts of law. Any disputes arising from or related to the Terms and Conditions and/or the Site shall be subject to the exclusive jurisdiction of the state and federal courts in the Eastern District of Michigan within Oakland or Wayne County, Michigan, USA. Candidate waives any jurisdictional, venue or inconvenient forum objections to such courts.
CONTACT, QUESTIONS, COMMENTS, COMPLAINTS
If Candidate would like to communicate with IncWell, LLC or has questions, comments or complaints about the Terms and Conditions or the Site, please forward such communication to: firstname.lastname@example.org
TERMS AND CONDITIONS LAST UPDATED FEBRUARY 26, 2013