Terms and Conditions

Section 1. AGREEMENT

By accessing, registering with, or using MBO’s Websites (as defined in the Privacy Policy), Products (as defined in the Privacy Policy), and Services (as defined in the Privacy Policy), you are entering into a legally binding agreement with MBO Partners, Inc., a Delaware corporation with a place of business at 13454 Sunrise Valley Drive, suite 300, Herndon, VA 20171 together with MBO Professional Services, Inc., MBO Healthcare, Inc. and their respective parents, subsidiaries or affiliates (“MBO”). If you do not agree to these Terms and Conditions, stop using the Websites, Products, and Services immediately.

Section 2. YOU AGREE TO THESE TERMS AND CONDITIONS

2.1 These Terms and Conditions apply to

a) your use of MBO’s Products, Websites, or Services,
b) transactions using our Websites in connection with your engagement or continuing engagement with MBO; and
c) transactions using our Websites in connection with your employment or continuing employment with MBO.

2.2 You may use our Products, Websites, and Services only if you agree to these Terms and Conditions.

2.3 Your accessing or use of our Products, Websites, and Services constitutes your agreement to these Terms and Conditions.

Section 3. YOU AGREE TO THE ARBITRATION AGREEMENT

3.1 You and MBO agree to resolve all disputes in connection with

a) your use of MBO’s Products, Websites, and Services,
b) any transactions using our Websites,
c) the Privacy Policy, and
d) these Terms and Conditions
pursuant to and in accordance with the Arbitration Agreement.

3.2 You may review the Arbitration Agreement at any time.

Section 4. YOU AGREE TO THE PROVISIONS OF MBO’S PRIVACY POLICY

4.1 MBO’s Privacy Policy describes how MBO collects, processes, and share your Personal Information (as defined in the Privacy Policy).

4.2 You may review the Privacy Policy at any time.

4.3 By continuing to use our Products, Websites, and Services, you consent to the collection and use of your Personal Information, including the transfer of this information to the United States and/or other countries for storage, processing and use by MBO.

4.4 As part of providing you our Products, Websites, and Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of our Products, Websites, and Services and your account. You may not be able to opt-out from receiving these types of communications relating to our Websites, Products, and Services.

Section 5. YOU AGREE TO CONDUCT TRANSACTIONS ELECTRONICALLY

5.1 You agree to conduct transactions electronically.

5.2 You certify that you have access to an internet connection and an electronic device with a modern browser, equipped with ability to view PDF documents or other electronic attachments, and that you have access to an email account through which you can view, download, and retain these documents as necessary.

5.3 You consent to the use of electronic signatures in connection with the Websites, Products, Services and these Terms and Conditions and to receive all notices and copies of documents, including those that are legally required to be delivered to you in writing at the email address you have provided to MBO.

5.4 You must update MBO if you change your email address.

5.5 You also understand that you may withdraw this consent at any time by sending an email to privacy@mbopartners.com with the subject line “Opt-Out.” Some of our services are only available electronically. So, opting out of electronic transactions may mean that some electronic services may not be available to you.

5.6 You agree that you can print documents we send you electronically, but if you would like paper copies of documents that you were entitled to receive in writing, please contact us at privacy@mbopartners.com. We may charge you a fee for the costs of making and sending you the paper copies, and we will notify you of that amount before sending you the paper copies.

Section 6. YOU MUST PROTECT YOUR LOGIN CREDENTIALS

6.1 To register for some of our Products, Websites, and Services, you will create login credentials by providing an email address to MBO and by selecting a username and password. You will also provide MBO with information during the registration process. You agree to keep your information accurate and updated.

6.2 Each login is for a single user only.

6.3 You are not allowed to share or disclose your login credentials with any other user or person.

6.4 MBO may cancel or suspend your access to our Products, Websites, and Services if you share your credentials.

6.5 You are responsible for safeguarding and keeping your username and password confidential. You shall not provide your username or password to any third party. You are solely responsible for all uses of all our Products, Websites, and Services, whether or not actually or expressly authorized by you.

6.6 You agree that by registering for our Products, Websites, and Services and/or entering your username and password you are indicating your agreement with these Terms and Conditions and validation of any data entered by you.

6.7 Login credentials and each account are personal in nature and may only be used by the user who creates the account.

6.8 You will not allow any access to your accounts or login credentials by anyone other than you.

6.9 You agree to change any account ID (or close the applicable account) immediately if your login credentials are is lost, stolen, or otherwise compromised and to immediately notify us of such an incident.

6.10 You are fully responsible for all use of your login credentials and accounts (whether lawful or unlawful) and for any actions taken through your login credentials and any actions taken through or relating to your login credentials will be attributable to you.

6.11 You agree that all information provided in connection with registering for any of our Websites or Products, or establishing your accounts:

a) will be true and complete; and
b) will be promptly updated and kept accurate and current.

6.12 You may not

a) select or use login credentials of another person with the intent to impersonate that person; or
b) select or use login credentials that MBO, in its sole discretion, deems offensive in whole or in part.

6.13 You authorize MBO to access any account, as necessary to administer or configure the site or applicable platform.

Section 7. MBO GRANTS YOU A REVOCABLE, NONTRANSFERABLE, NONEXCLUSIVE LICENSE

7.1 Subject to these Terms and Conditions, MBO grants you a non-exclusive, nontransferable, revocable, and limited right to access, use, and display our Products, Websites, and Services strictly in accordance with these Terms and Conditions.

7.2 You may use our Products, Websites, and Services only as intended by MBO as indicated by our Products’, Websites’, and Services’ instructions and other materials on the related Products, Websites, and Services. You may use the mobile applications for your own use with our Products, Websites, and Services on a mobile device owned or otherwise controlled by you strictly in accordance with the application's documentation and/or instructions, if any.

7.3 You acknowledge and agree that our Products, Websites, and Services are provided under license, and not sold, to you. You do not acquire any ownership interest in our Products, Websites, and Services under this license, or any other rights thereto other than to use our Products, Websites, and Services in accordance with the license granted. You may not sub-license, relicense, resell, or otherwise use the mobile application for similar commercial purposes.

Section 8. MBO PROHIBITS CERTAIN USES, COMMUNICATIONS AND CONTENT

8.1 Our Products, Websites, and Services and may contain sensitive or privileged information. MBO may monitor activity within its systems to identify improper or unauthorized use and to prevent security breaches.

8.2 MBO monitors activity within its systems to identify improper or unauthorized use and to prevent security breaches.

8.3 By using our Products, Websites, and Services, you consent to your activities being monitored. If criminal activity is detected, evidence from these tools may be provided to law enforcement.

8.4 Unauthorized use or modification of any information displayed or stored on our Products, Websites, and Services may result in criminal and/or civil prosecution under federal, state and/or local law.

8.5 You agree not to interrupt, or attempt to interrupt, the operation of our Products, Websites, and Services in any way.

8.6 You may not use our Products, Websites, and Services for anything other than a lawful and legitimate business purposes. You agree not to use our Products, Websites, and Services to

a) send chain letters, junk mail, "spam," solicitations (commercial or non-commercial) or bulk communications of any kind;
b) promote any unlawful activity or purpose, including without limitation, any activity that could give rise to criminal or civil liability;
c) carry out any unauthorized alteration of any data or information on the Products, Websites or Services; or
d) (iv) conduct any activity that infringes on the copyright, patent, trademark, service mark or other rights of any person or entity.

8.7 You shall not restrict or inhibit MBO or any other user from using and enjoying any portion of our Products, Websites, and Services.

8.8 You agree that you will not send, post, or publish through our Products, Websites, and Services, any message, material, username, or other communication that:

a) impersonates any person or entity;
b) is unlawful, offensive, obscene, vulgar, indecent, pornographic, profane, sexually oriented, threatening, abusive, false or misleading with respect to origin or fact, slanderous, libelous or defamatory;
c) constitutes or encourages the conduct of a criminal offense;
d) gives rise to any liability;
e) causes injury of any kind to any person or entity;
f) infringes or violates the intellectual property rights, contract rights, or any other rights of any third party;
g) contains harmful or malicious components or code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
h) creates a link to another web site.

Section 9. MBO MAY DENY ACCESS TO ANYONE AT ANYTIME

9.1 While MBO has no obligation to monitor our Products, Websites, and Services, you agree that MBO may delete and take other appropriate action with respect to messages, information, data, or files which MBO, in its sole discretion, deems objectionable or otherwise in violation of these Terms and Conditions.

9.2 MBO may deny access to our Products, Websites, and Services to anyone at any time.

Section 10. NOTICES OF MBO’S INTELLECTUAL PROPERTY RIGHTS

10.1 "MBO" and other related marks are trademarks and service marks of MBO are protected by law. They may be used publicly only with permission from MBO. Fair use of the trademarks and service marks requires proper acknowledgment. ALL RIGHTS RESERVED.

10.2 All materials and software published on or used on our Products, Websites, and Services are protected by copyright and other intellectual property right laws and regulations, and are owned or controlled by or licensed to MBO, or the party listed as the provider of the materials or software.

10.3 UNAUTHORIZED COPYING, REPRODUCTION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING OR DUPLICATING ANY OF THE MATERIAL IS PROHIBITED AND MAY SUBJECT YOU TO CRIMINAL OR CIVIL PROSECUTION UNDER FEDERAL, STATE AND LOCAL LAW.

10.4 Unless specifically provided otherwise, you may download any downloadable materials displayed on our Products, Websites, and Services only for personal, noncommercial and informational purposes, provided that the documents are not modified and you maintain and abide by all copyright, trademark and other notices contained in such material or if none, you include the following copyright notice in such downloaded materials: " © 2020 MBO, U.S.A. All rights reserved."

Section 11. MBO RETAINS ALL INTELLECTUAL PROPERTY RIGHTS

11.1 All proprietary rights, intellectual property rights, title and interests to our Products, Websites, and Services or any portion or materials downloadable or subject to activation through our Products, Websites, and Services, and any changes or modifications to any of the foregoing, and all related documentation shall be and remain the exclusive property of MBO.

11.2 You agree that you have no proprietary or intellectual property right, title, or interest in or to any such materials except as a licensee in accordance with these Terms and Conditions or separate agreement with MBO.

11.3 You may not at any time, now or in the future, contest or do, or aid others in contesting or doing, anything which otherwise impairs the validity of any proprietary or intellectual property right, title or interest of MBO in and to such materials.

Section 12. MODIFICATION

Your continued use of our Products, Websites, and Services after MBO publishes or sends a notice about changes to these Terms and Conditions means that you are agreeing to the updated Terms and Conditions.

Section 13. LINKS TO OTHER SERVICES AND/OR MATERIALS

Links may appear on our Products, Websites, and Services that may be used to link to other web site(s) not operated by or for MBO. These links are provided as a courtesy to visitors of our Products, Websites, and Services. MBO has no control over the linked web sites or the materials, information, goods, or services available or contained on these linked web sites. MBO is not responsible for and does not endorse or warrant in any way any materials information, goods, or services available through such linked web sites or any privacy or other practices of such web sites. If you decide to access any of the linked web sites, you do so entirely at your own risk. MBO reserves the right to terminate any link at any time.

Section 14. DISCLAIMER; LIMITATION OF DAMAGES

14.1 MBO is neither responsible nor liable for any software viruses or other software contamination of your computer system or other device used to access our Products, Websites, and Services as a result of your use of our Products, Websites, and Services.

14.2 EXCEPT AS EXPRESSLY PROVIDED IN THE MATERIALS ON THIS SITE, OUR PRODUCTS, WEBSITES, AND SERVICES (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, FUNCTIONS, MOBILE APPLICATIONS, MATERIALS AND INFORMATION MADE AVAILABLE OR DESCRIBED ON THE SITE, IN THE APPLICATIONS OR ACCESSED BY MEANS THEREOF) ARE PROVIDED ON AN "AS IS," AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MBO MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT ACCESS TO OR OPERATION OF THE PRODUCTS, WEBSITES AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

14.3 IN NO EVENT WILL MBO, ITS SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING OUR PRODUCTS, WEBSITES, AND SERVICES’ CONTENT BE LIABLE FOR THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION ON THE PRODUCTS, WEBSITES OR SERVICES, FOR ERRORS OR MISTAKES MADE BY HUMANS OR MACHINES, OR FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT MAY ARISE FROM THE USE OF, OR THE INABILITY TO USE, THE PRODUCTS, WEBSITES OR SERVICES AND/OR THE MATERIALS AND INFORMATION CONTAINED ON OR AVAILABLE THROUGH THE PRODUCTS, WEBSITES OR SERVICE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW

14.4 MBO reserves the right, in its sole discretion and without notice to deny access to our Products, Websites, and Services to anyone at any time.

14.5 YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, OTHER COMMUNICATIONS, CONTENT OR OTHER MATERIAL (INCLUDING, WITHOUT LIMITATION, SOFTWARE) ACCESSED THROUGH OR OBTAINED BY MEANS OF THE PRODUCTS, WEBSITES AND SERVICES TO THE EXTENT CAUSED BY SOURCES OTHER THAN MBO'S SOFTWARE OR SERVICES.

14.6 MBO intends to protect the quality and integrity of your personally identifiable information. We have implemented reasonable technical and organizational measures, such as using encryption technology, in an attempt to help us keep your information secure. We reserve the right to delete information submitted by you without notice. We will make a reasonable effort to respond in a timely manner to your requests to correct inaccuracies in your personal information. For more information, view our Privacy Policy.

14.7 MBO does not have any liability to you for usage charges related to any device that you use to access our Products, Websites, and Services, including, without limitation, usage charges for mobile telephones, car navigation systems, tablets, smartphones, and other devices, whether wireless, wireline, requiring cradle synchronization or otherwise.

Section 15. INDEMNIFICATION

You agree to indemnify, defend, and hold MBO harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of our Products, Websites, and Services, violation of these Terms and Conditions, or your infringement, or any other user of your username or password (unless you have notified MBO that your username and password have been improperly obtained by another party and it is readily ascertainable that such party's use of your username and password was not with your permission and did not result from your negligence), of any intellectual property or other right of any person or entity.

Section 16. APPLICABLE LAWS

16.1 MBO operates our Products, Websites, and Services in the United States of America (U.S.) and makes no representations that materials in our Products, Websites, and Services are appropriate or available for use in locations outside the U.S. Access to our Products, Websites, and Services from any territory where the content is illegal is prohibited. If you choose to access our Products, Websites, and Services from outside the U.S., you do so at your own risk and are solely responsible for compliance with any and all applicable laws, rules, and regulations. The display of the Products, Websites or Services alone does not subject MBO to any specific jurisdiction. You may not use or export any of the Products’, Websites’, and Services’ materials in violation of U.S. export laws and regulations.

16.2 To the extent allowed by law, these Terms and Conditions shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia, without giving effect to its conflict of law principles. Any dispute or other legal action concerning these Terms and Conditions, including any arbitration or litigation, shall take place in Virginia. Federal or state courts within Virginia shall have exclusive jurisdiction to entertain any motion to compel arbitration or to vacate or confirm any arbitration award. The Parties consent to the exclusive personal jurisdiction and venue of the federal and state courts located in Virginia, with respect to any dispute arising out of or in connection with the Terms and Conditions.

Section 17. NO WAIVER

No failure to exercise, and no delay in exercising any right, power, or privilege hereunder on the part of either party shall operate as a waiver of any right, power, or privilege. No single or partial exercise of any right, power or privilege hereunder shall preclude its further exercise.

Section 18. SEVERABILITY

If any part of these Terms and Conditions is adjudged by any arbitrator or court of competent jurisdiction to be invalid, that judgment shall not affect or nullify the remainder of the Terms and Conditions, and the effect shall be confined to the part immediately involved in the controversy arbitrated or adjudged.

Section 19. FORCE MAJEURE

MBO shall not be liable for any failure of performance hereunder due to causes beyond its reasonable control, including without limitation acts of God, fire, explosion, vandalism, storm or other similar catastrophes; any law, order, regulation, direction, action or request of the United States government, or of any other government, including foreign, state and local governments having jurisdiction over MBO or you, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority; national emergencies; insurrections; civil unrest; riots; wars; or strikes, lock-outs, work stoppages or other labor difficulties.

Section 20. SECTION TITLES.

Section titles as to the subject matter of sections are for convenience only and are in no way to be construed as part of these Terms and Conditions or as a limitation of the scope of the sections to which they refer.

Section 21. ENDING THESE TERMS AND CONDITIONS

21.1 These Terms and Conditions will continue to apply until terminated by you or MBO as follows:

a) You may end this agreement with MBO at any time for any reason by deactivating your account and discontinuing your use of the Products, Websites, and Services. If you stop using the Products, Websites, and Services without deactivating your accounts, MBO may deactivate your account after prolonged inactivity.
b) MBO may suspend or terminate your accounts or cease providing you with all or part of our Products, Websites, and Services at any time for any reason, including, but not limited to, if we reasonably believe:

(i) you have violated these Terms and Conditions;
(ii) you create risk or possible legal exposure for MBO; or
(iii) our provision of our Products, Websites, and Services to you is no longer commercially viable.
c) MBO will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.

21.2 Upon termination, your license to use the Websites, Products and Services will terminate.

Section 22. SURVIVAL

The provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement will survive and remain in effect until all obligations are satisfied. For the avoidance of doubt, the provisions of this Agreement which shall survive include, but are not limited to, the provisions relating to dispute resolution, arbitration, intellectual property, retention of rights, links to other services, limitation of damages, indemnification, applicable laws, waivers, severability, and termination.