Terms and Conditions

Last updated: February 20 2016

This website is operated by operated by diffusioncells.com LLC, a Virginia limited liability company ("us", "we", or "our"). Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using or accessing the www.microcgl.com website (the "Website") or engaging in the services offered through the Website (the “Services’).

Your access to the Website and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service. By visiting or purchasing something from us and through the Website or any of our affiliate links (identified herein), you agree to be bound by these Terms and Conditions including additional terms and conditions referenced herein and/or provided via hyperlink. These Terms and Conditions apply to all users of the Website and the Services including, without limitation, browsers, vendors, merchants, customers, and content contributors.

By accessing the Website or using the Service you agree to be bound by these Terms as may be amended from time to time. If you disagree with any part of the terms then you do not have permission to access the Website or use the Service. You may review any amendments or updates to these Terms on this page, and it is your responsibility to refer to this page periodically for updates. Your continued use of the Services and access of the Website following the posting of any updates or amendments to these Terms constitutes your acceptance of the same.

By agreeing to these Terms and Conditions, you represent that you are at least the age of majority in your state or commonwealth to access this Website and participate in the Services offered. You may not use our Services or access the Website for any illegal or unauthorized purpose nor may you violate any laws in your jurisdiction. Any breach of this provision will result in an immediate termination of the Services.

Communications

By creating an profile with user information (an “Account”) for our Services, you agree to subscribe to newsletters, marketing or promotional materials and other information (collectively, “Communications”) we may send. However, you may opt out of receiving any, or all, of these Communications from us by following the unsubscribe link or instructions provided in any email we send. You are referred to our Privacy Policy for further information and direction on personal information we collect and management of the same. Please see our Privacy Policy in full here.

Content

Our Services allow you to create, post, link, store, share and otherwise make available certain information, controller programming, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post on or through the Services, including its legality, reliability, and appropriateness. You are expressly prohibited from including, posting, or referencing any Content that is illegal, obscene or otherwise considered to be offensive or inappropriate as determined in our sole discretion. We have no obligation to investigate the same but may require that you immediate discontinue production or posting of the same and may terminate the Services at any time for failure to observe this policy.

By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (it is owned exclusively by you) and/or you have the right to use the Content and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Services and/or on the Website does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any third party, person or entity. We reserve the right to terminate the account of any user found to be infringing upon a copyright, other intellectual property, or any other interest or right of a third party as a result of your use of the Services or access to the Website. You further agree to fully indemnify and defend us for any claim or action associated with the same in accordance with these Terms.

You retain any and all of your rights to any Content you submit, post or display on or through the Services or Website in part or in whole, and you remain solely responsible for protecting those rights associated with your Content. We take no responsibility and assume no liability for Content or any portion thereof you or any third party posts on or through the Services and/or Website. However, by posting Content using the Services or on the Website you grant us a non-exclusive license to use, adapt, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service for any purpose — commercial or otherwise — subject only to applicable moral rights and other limitations provided for by applicable law to the specific Content. You agree that this license includes the right for us to make your Content and any portion thereof that you submit, post, or display on or through the Services or Website available to other users of the Services and who may access the Website who may also use your Content subject to these Terms.

diffusioncells.com LLC has the right but not the obligation to monitor and edit all Content provided by users.

In addition, additional Content not submitted, posted or displaying by you is found on or through the Services or on the Website is either the property of diffusioncells.com LLC or is being used by us with permission and in accordance with the license identified by these Terms (“Company Content”). We grant you a non-exclusive license to use, adapt, modify, publicly perform, publicly display, reproduce, and distribute Company Content on and through the Service or Website for any purpose that is exclusively owned by us or in accordance with permission granted to us for use of the same subject to applicable moral rights and other limitations provided for by applicable law to the specific Company Content. You may not otherwise make use Company Content, whether in whole or in part, for any purposes — commercial or otherwise — or for personal gain, without express advance written permission from us.

In addition, Content found on or through the Services or on the Website is either the property of diffusioncells.com LLC or is being used by us with permission and in accordance with the license identified by these Terms. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us. You otherwise agree not to duplicate, resell, copy, sell, exploit, or otherwise attempt to commercially gain from any portion of the Services or Content accessed on or through the Website.

Our microCGL™ software is compatible with Microchip Technology Incorporated microcontrollers and software. MPLAB® and PIC® are the registered trademarks of Microchip Technology Incorporated. Microchip is a trademark of Microchip Technology Incorporated in the United States and other countries. diffusioncells.com LLC products and services are not associated with Microchip Technology Incorporated.

Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account relating to the Services and on the Website.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Website or provided through a third-party service or merchant or affiliate featured on or linked through our Website or in connection with our Services. You agree to notify us immediately upon becoming aware of any breach of security or unauthorized use of your account and acknowledge that any such breach or unauthorized use is solely your responsibility to resolve. You expressly relieve us from any liability resulting from any such breach.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content in our sole discretion.

We are not responsible if information available on the Website or through the Services is not accurate, current or complete at any given time. Any reliance on the material or Content available on this Website is at your own risk and is provided for your reference only.

Intellectual Property

The Services, the Website generally, and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of diffusioncells.com LLC and its licensors. The Services and the Website are protected by copyright, trademark, and other proprietary laws of both the United States and foreign countries. Any of our content including our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of diffusioncells.com LLC.

You agree not to incorporate or cause to be incorporated any information in whole or in part into the Content or through the Services or the Website of which you are not the sole owner or to which you do not have the appropriate license as required by these Terms.

Failure to observe this limitation will result in immediate termination of your account and we may choose to pursue any and all legal remedies available to us.

Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by diffusioncells.com LLC (each a “Third Party”, collectively, “Third Parties”).

We have no control over, and assumes no responsibility for the content, privacy policies, or practices of any Third Parties. We do not warrant the offerings of any of these entities/individuals or their websites. For payment purposes, we offer payment options through Amazon Payments and PayPal, which options may be amended from time to time. You may access each of their Terms of Service and Privacy Policies on their company websites and will be prompted to review the same upon making your selection.

You acknowledge and agree that we are not 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 Third Party as we do not have the ability to control or manage the same.

We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit prior to engaging in their services through our Website or provision of Services or otherwise.

Acceptable Use Policy

The following sets forth our Acceptable Use Policy: (a) You agree not to use the Services or access the Website to collect, upload, transmit, display, or distribute any Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party. (b) In addition, you agree not to use the Services or access the Website to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or the Website or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Website, other computer systems or networks connected to or used together with the Services, through password mining or other means; (vi) harass or interfere with another user's use and enjoyment of the Service; (vi) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); or (vii) systematically aggregating, embedding or deep-linking content from your own web site, service or platform for commercial purposes without our prior written consent.

Payments and Refunds

Should you choose to make payment through a Third Party offered on our Website for the Services, you will be subject to the Third Party’s Terms of Service and Privacy Policy among other terms of service for that transaction. You are encouraged to review such terms thoroughly before electing to engage with any such Third Party. We are not responsible for the content of any such Third Party’s terms or their management of the same.

Termination

We may terminate or suspend your account and bar access to the Services or the Website immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Services and/or accessing the Website.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You agree to defend, indemnify and hold harmless diffusioncells.com LLC and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Services and/or the Website, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Website or generated through the Services including but not limited to any Terms associated with protection of intellectual property of us or any third party leading to or resulting in a claim associated with the same.

In the event of a claim resulting from a breach of these Terms or any intellectual property associated with the use of the Services or the Website, we reserve the right to control defense of the same but encourage you to seek separate legal counsel.

Limitation Of Liability

In no event shall diffusioncells.com LLC, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access to the website or use of the Services; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer

Your use of the Services and access to the Website is at your sole risk. The Services and content of the Website is provided on an "AS IS" and "AS AVAILABLE" basis. The Services and the Website are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

You assume all risks associated with use of Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Content that makes you or any third party personally identifiable.

diffusioncells.com LLC its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Governing Law

These Terms shall be governed and construed exclusively in accordance with the laws of the Commonwealth of Virginia, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify, amend or replace these Terms at any time. If a revision is material we may provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. You acknowledge that it is your responsibility to monitor changes to the Website and these Terms. Prices for our Services and other information available on the Website are subject to change at any time without notice of the same. We are not liable to you or any third-party for any modification, price changes, suspension, modification or changes to the Services.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact Us

If you have any questions about these Terms, please contact us at contact@microcgl.com.

If you provide us any correspondence regarding Content, the Website or the Services, you hereby assign to the diffusioncells.com LLC all rights in the correspondence and agree that the diffusioncells.com LLC shall have the right to use such correspondence and related information in any manner it deems appropriate. We will treat any correspondence you provide to us as non-confidential and non-proprietary. You agree that you will not submit to diffusioncells.com LLC any information or ideas that you consider to be confidential or proprietary.

Zachary Montgomery © 2017