Legal
By accessing or using any product or service operated by Michael Labs, you agree to be bound by these Terms of Service. If you do not agree, do not use the Services.
These Terms of Service (the “Agreement”) are entered into between Michael Labs (“Michael Labs,” “we,” “us,” or “our”) and you, individually or on behalf of the entity you represent (“you,” “your,” or “Customer”). This Agreement, together with any order, statement of work, or subscription document referencing it (each, an “Order”), and our Privacy Policy, govern your access to and use of the Services.
If you are accessing the Services on behalf of an organization, you represent that you have the authority to bind that organization to this Agreement, and references to “you” include that organization.
Michael Labs operates a portfolio of software products and related services (collectively, the “Services”). The Services may include, without limitation, web-based applications, native applications for macOS and iOS, application programming interfaces, contact and inquiry forms, marketing and support content, and any associated features. Specific functionality, availability, and pricing for a given Service may be described in the applicable Order or product documentation.
We may add, modify, or discontinue features or entire Services at any time. We will make reasonable efforts to give advance notice of material changes that adversely affect a Service you actively use under a paid Order.
You must be at least 13 years of age (or the age of digital consent in your jurisdiction) to use the Services. The Services are not directed to children below that age, and we do not knowingly collect their personal information.
Some Services require you to create an account. You agree to provide accurate registration information, keep your credentials confidential, and accept responsibility for all activity that occurs under your account. You must notify us promptly of any unauthorized access. We may suspend or terminate accounts that contain inaccurate information, are inactive for an extended period, or are used in violation of this Agreement.
You agree to use the Services only for lawful purposes and in accordance with this Agreement. Without limiting the foregoing, you agree not to:
We may investigate suspected violations and take any action we deem appropriate, including removing content, suspending or terminating access, and cooperating with law enforcement.
If you provide a phone number to Michael Labs through a contact form, account profile, or other intake channel, and you affirmatively consent to receive SMS messages, you authorize Michael Labs to send you text messages related to your inquiry, scheduling, account, and Services.
Consent to receive SMS messages is not a condition of purchasing or using any Service. You may decline SMS communications without affecting your access to the Services.
You may opt out of SMS at any time by replying STOP to any message we send. Reply HELP for assistance, or contact us at hello@michaellabs.org. Message and data rates may apply. Message frequency varies.
If a Service includes features that allow you to send messages, notifications, or communications to your own customers, employees, or other third parties, you are solely responsible for ensuring that those communications comply with all applicable laws and regulations, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, state telemarketing laws, and rules of the FCC, FTC, and CTIA. You represent and warrant that you have obtained any required prior consents and that you maintain accurate records of those consents. You agree to honor opt-out requests and Do-Not-Call requirements.
By creating an account or contacting us, you agree to receive transactional and service-related emails. You may opt out of marketing emails by following the unsubscribe link in any marketing message.
“Customer Data” means any data, content, or information that you or your authorized users submit to, generate within, or transmit through the Services, including content imported from third-party platforms you connect.
As between you and Michael Labs, you retain all right, title, and interest in and to your Customer Data. You grant Michael Labs a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and improve the Services, to provide support, and to comply with legal obligations.
You represent and warrant that you have all rights necessary to submit Customer Data to the Services and that your Customer Data does not violate any law or any third-party right.
Our handling of personal information is described in our Privacy Policy.
The Services may integrate with, link to, or rely on services operated by third parties (“Third-Party Services”), including accounting platforms, job management systems, identity providers, payment processors, SMS and email delivery providers, hosting and infrastructure providers, and analytics tools. Your use of Third-Party Services is subject to the terms and privacy policies of those third parties.
Michael Labs does not control Third-Party Services and is not responsible for their availability, content, accuracy, or practices. If a Third-Party Service is experiencing downtime, changes its API, or becomes unavailable, Michael Labs may be unable to continue providing the portions of the Services that depend on it. We will use commercially reasonable efforts to mitigate disruptions but make no guarantees with respect to Third-Party Services.
Where a Service is distributed through Apple’s App Store or another platform, purchases, subscriptions, and refunds are handled by the operator of that platform under its terms. Michael Labs does not process or store payment information for those purchases.
For Services purchased directly from Michael Labs, fees, billing frequency, and renewal terms are set forth in the applicable Order. Unless otherwise specified in the Order:
The Services, including all software, content, designs, trademarks, logos, and associated intellectual property, are owned by Michael Labs or its licensors and are protected by intellectual property laws. Subject to this Agreement, Michael Labs grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business or personal use, as applicable.
No rights are granted by implication or estoppel. All rights not expressly granted are reserved.
If you provide feedback, ideas, or suggestions regarding the Services, you grant Michael Labs a royalty-free, perpetual, irrevocable license to use that feedback without restriction or obligation to you.
Michael Labs may compile aggregated and de-identified information about use and performance of the Services. We may use and disclose this information for any lawful purpose, provided that it does not identify you or your Customer Data.
Each party may receive non-public information from the other that is identified as confidential or that should reasonably be understood to be confidential (“Confidential Information”). The receiving party will use the disclosing party’s Confidential Information only as needed to exercise its rights and perform its obligations under this Agreement, and will protect it with the same degree of care it uses to protect its own confidential information of similar importance (and in no event less than reasonable care).
Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was known to the receiving party prior to disclosure, (c) is received from a third party without restriction, or (d) is independently developed without use of the disclosing party’s Confidential Information.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, MICHAEL LABS DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING CUSTOMER DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING THROUGH THIRD-PARTY INTEGRATIONS, IS FOR INFORMATIONAL PURPOSES AND SHOULD NOT BE THE SOLE BASIS FOR FINANCIAL, LEGAL, OR OPERATIONAL DECISIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MICHAEL LABS, ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF MICHAEL LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL MICHAEL LABS’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO MICHAEL LABS UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
Some jurisdictions do not allow exclusion or limitation of certain damages. In those jurisdictions, our liability is limited to the maximum extent permitted by applicable law.
You agree to defend, indemnify, and hold harmless Michael Labs and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your or your users’ use of the Services, (b) your Customer Data, (c) your breach of this Agreement or any applicable law, (d) your communications sent to third parties through the Services, or (e) any dispute between you and any third party.
This Agreement remains in effect for as long as you access or use the Services. We may suspend or terminate your access to all or any part of the Services at any time, with or without notice, if we believe you have breached this Agreement, if required by law, or to protect the security or integrity of the Services.
You may stop using the Services at any time. For subscription Services, termination and cancellation procedures are set forth in the applicable Order.
Provisions that by their nature are intended to survive termination, including ownership rights, warranty disclaimers, indemnification, limitations of liability, confidentiality, and dispute resolution, will survive any termination of this Agreement.
Following termination, we may delete or retain Customer Data in accordance with our standard practices, applicable law, and any retention periods specified in the relevant Order or our Privacy Policy.
This Agreement is governed by the laws of the State of Michigan, United States, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be brought exclusively in the state or federal courts located in Oakland County, Michigan, and the parties consent to the personal jurisdiction of those courts.
Before initiating any formal legal proceeding, the parties agree to first attempt in good faith to resolve the dispute through informal discussion. You may initiate this process by contacting us at hello@michaellabs.org.
The prevailing party in any action arising out of this Agreement is entitled to recover its reasonable attorneys’ fees and costs.
This Agreement, together with any Order and our Privacy Policy, constitutes the entire agreement between the parties regarding the Services and supersedes any prior or contemporaneous agreements on the same subject. No modification is binding unless made in writing and signed by both parties, or made through Michael Labs’ online processes where applicable.
You may not assign this Agreement or any rights or obligations under it without our prior written consent. Michael Labs may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
Neither party is liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, power or internet outages, governmental action, or failures of Third-Party Services.
If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force and effect. A waiver of any provision is effective only if in writing and signed by the waiving party.
Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between the parties.
We may update this Agreement from time to time. When we make material changes, we will update the “Last updated” date and, where appropriate, notify you by email or through the Services. Your continued use of the Services after updates take effect constitutes acceptance of the revised Agreement.
If you have questions about this Agreement or need to reach us for any legal matter, we are here to help.
Email us at hello@michaellabs.org. We respond to legal inquiries within 5 business days. For privacy-specific questions, see our Privacy Policy.