Engage Healthcare Communications, LLC, (Engage)
TERMS AND CONDITIONS OF WEB SITE USAGE
Effective Date: December 8, 2011
Please read the following Engage Terms and Conditions of Web Site Usage (the "Agreement") which governs your use of the web site accessible at this universal resource locator (the "Web Site") and which is operated by Engage Healthcare Communications, LLC, ("Engage", "we", "our", or "us").
YOU AGREE TO READ THIS AGREEMENT CAREFULLY BEFORE USING THIS WEB SITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, YOU MAY NOT ACCESS OR OTHERWISE USE THIS WEB SITE.YOUR USE OF THE WEB SITE CONSTITUTES (A) YOUR ACCEPTANCE OF THE AGREEMENT, AND (B) YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ THE AGREEMENT.
Your acceptance of the Agreement and any Feature Terms (as defined below) provides you with a limited and temporary license and permission to use the software and other resources of the Web Site, which license and permission are freely revocable at any time, with or without cause, and with or without notice, by Engage, as described more fully below.
Engage reserves the right, at its sole discretion, to change, modify, add, or remove any portion of this Agreement and any Feature Terms, in whole or in part, at any time. Notification of changes in the Agreement and any Feature Terms will be posted on the Web Site. You are bound by any such revisions and should therefore periodically visit this page to review the then-current terms and conditions to which you are bound. Your use of the Web Site after the posting of modifications to this Agreement and any Feature Terms will constitute your acceptance of this Agreement and such Feature Terms, as modified. IF, AT ANY TIME, YOU DO NOT WISH TO ACCEPT THIS AGREEMENT AS MODIFIED, YOU MAY NOT USE THE WEB SITE. Please retain a print or electronic copy of this Agreement, including any changes, modifications, additions, or deletions for your records.
Registration may be required for the use of certain portions of the Web Site. Your registration shall not impose any duty on us to provide any particular product or service to you, except as set forth in such Feature Terms. If any Feature Terms conflict with the terms of this Agreement, the Feature Terms shall control.
For use with some features, your username and password will be your identity for purposes of interacting with the Web Site and other users through the Web Site.
You shall keep confidential, shall not disseminate, and shall use solely in accordance with this Agreement, your username and password for the Web Site. You shall immediately notify Engage if you learn of or suspect: (i) any loss or theft of your username or password; or (ii) any unauthorized use of your username or password or of the Web Site. In the event of such loss, theft, or unauthorized use, Engage may impose on you, at Engage's sole discretion, additional security obligations.
If any unauthorized person obtains access to the Web Site as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition and shall fully and promptly advise and describe to Engage the situation. You shall otherwise cooperate and assist in any investigation relating to any such unauthorized access.
- Subscriptions and Learning Modules. The Web Site may offer you opportunities to subscribe to or register for online or print, products, and services (including, without limitation, publications, learning modules, and continuing education). By subscribing or registering for such products and/or services, you signify your agreement to all special terms set forth on the Web Site applicable to such products or services ("Feature Terms"), as well as the terms this Agreement.
- Copyright Rights. All copyright rights in the text, images, photographs, graphics, user interface, and other content provided on the Web Site, and the selection, coordination, and arrangement of such content are owned by Engage, or its third-party licensors, to the full extent provided under the United States Copyright laws and all international copyright laws. Under applicable copyright laws, you are prohibited from copying, reproducing, modifying, distributing, displaying, performing, or transmitting any of the contents of the Web Site for any purposes. Nothing stated or implied on the Web Site confers on you any license or right under any copyright of Engage or any third party.
The Web Site and the information contained in reference herein are for informational purposes only. Any reproduction, copying, or redistribution for commercial purposes of any materials or design elements of the Web Site is strictly prohibited, without the prior written consent of the Engage. Systematic retrieval of data or other content from this Web Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Engage is prohibited.
- Trademark and Service Mark Rights. All rights in the publication names, Feature names, web site names, product and service names, company names, trade names, logos, product packaging, and designs of all Engage or third-party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Engage, or their respective owners, and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws, as applicable. The use or misuse of these trademarks/service marks or any materials, except as permitted herein, is expressly prohibited and nothing stated or implied on this Web Site confers on you any license or right under any trademark/service mark of Engage or any third party.
By posting or submitting Your Content to this Web Site, you also represent and warrant that you own or otherwise control all of the rights to Your Content, and that use of Your Content by Engage will not infringe or violate the rights of any third party or violate applicable law.
(d) Notice of Copyright Infringement. If you believe that your work has been copied and is accessible on this Web Site in a way that constitutes copyright infringement, please provide Engage's copyright agent with the following information:
- identification of the copyrighted work claimed to have been infringed;
- identification of the allegedly infringing material on the Web Site that is requested to be removed;
- your name, address and daytime telephone number, and an e-mail address if available, so that Engage may contact you if necessary;
- a statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
- a statement that the information in the notification is accurate, and under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
- an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement.
Engage reserves the right to remove any posted submission which infringes the copyright of any person under the laws of the United States on receipt of such a statement (or, more specifically, any statement in conformance with 17 U.S.C. Â§ 512(c)(3)). United States law provides significant penalties for submitting such a statement falsely.
This Web Site may contain links and pointers to other World Wide Web Internet web sites providing products, services and other resources and information ("Linked Sites"). The Linked Sites are not under the control of Engage, and Engage is not responsible for the contents of the Linked Sites, including, without limitation, links contained on Linked Sites, or any changes or updates to Linked Sites. Engage provides Linked Sites to you only as a convenience, and the inclusion of any such Linked Site is not an endorsement by Engage in favor of any company offering products or services on or in connection with the Linked Sites.
Linked Sites and any third party web site that links to the Web Site: (a) shall not create a frame, browser or border environment around any of the content of the Web Site; (b) may link to, but not replicate, Web Site content; (c) shall not imply that Engage is endorsing or sponsoring it or its products or services; (d) shall not present false information about Engage or its products or services; (e) shall not use Engage trademarks without the prior written permission from Engage; and (f) shall not contain content that could be construed as distasteful, offensive or controversial.
Notwithstanding anything to the contrary contained in this Agreement, we reserve the right to deny or rescind permission to link to the Web Site from any Web Site, and to require termination of any link to the Web Site, for any reason in our sole and absolute discretion.
User Conduct and Prohibited Uses
You are required to comply with all applicable laws, rules and regulations in connection with your use of the Web Site, and such further limitations as may be set forth in any written or on-screen notice from Engage. As a condition of your use of the Web Site, you represent and warrant that you will not use the Web Site for any purpose that is unlawful or prohibited by this Agreement. Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Web Site, that:
(a) is copyrighted, unless you are the copyright owner or valid licensee to such materials and you have the right to grant Engage the rights and licenses set forth in Section 3(c) of this Agreement;
(b) reveals trade secrets, unless you own them, or you are the valid licensee to such materials and you have the right to grant Engage the rights and licenses set forth in Section 3(c) of this Agreement;
(c) infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
(d) is obscene, defamatory, threatening, harassing, abusive, profane, vulgar, racist, hateful, slanderous, embarrassing to any other person or entity, in violation of applicable law or encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law as determined by Engage in its sole discretion;
(e) is sexually-explicit;
(f) constitutes advertisements or solicitations of business, surveys, contests, chain letters, or pyramid schemes; or
(g) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or information.
You further agree not to:
(h) use any incomplete, false, or inaccurate biographical information or other information for purposes of registering as a user of the Web Site, subscribing for Features, or for purposes of registering for any promotions offered through the Web Site;
(i) delete or revise any material or other information of any other user of the Web Site;
(j) harvest, collect, or send information about others, including e-mail addresses, without their consent;
(k) take any action that imposes an unreasonable or disproportionately large load on the Web Site's infrastructure;
(l) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on this site;
(m) use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatar's or intelligent agents) to navigate or search the Web Site to harvest or otherwise collect information from the Web Site to be used for any commercial purpose;
(n) allow any other person or entity to use your username or password for posting or viewing comments or sending or receiving materials; or
(o) attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Web Site.
You further agree not to violate or attempt to violate the security of the Web Site, including, without limitation:
(p) accessing data not intended for you or logging into a server or account that you are not authorized to access;
(q) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(r) attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, "flooding", "spamming", "mailbombing", or "crashing" the Web Site;
(s) sending unsolicited e-mail, including promotions and/or advertising of products or services; or
(t) forging any TCP/IP packet header or any part of the header information in any e-mail or posting. Violations of system or network security may result in civil or criminal liability.
Engage may investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
Engage reserves the right (but does not have the obligation) to review postings on its Web Site, to remove any postings, and to terminate your ability to post to the Web Site at any time without notice, in its sole discretion. Engage also reserves the right to disclose any information necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part. You are responsible for, and assume all liability associated with, any material you make available or transmit through the Web Site, whether through chat rooms, messages boards, or other forums, including liability for claims of infringement, libel, and slander.
You shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Web Site.
6. Disclaimer of Warranties.
THE WEB SITE, INCLUDING ALL CONTENT, SOFTWARE, FEATURES, PRODUCTS, SERVICES, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE WEB SITE, IS PROVIDED "AS IS." Engage MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY THIRD PARTY WEB SITE OR OTHER CONTENT, PRODUCT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE WEB SITE. Engage DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Engage DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (C) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEB SITE, OR ANY PART THEREOF, (D) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF PRODUCTS OR SERVICES OF AND FROM THE WEB SITE, (E) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND (F) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY Engage OR ANY THIRD PARTY. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE WEB SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
Engage MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, THAT THE INFORMATION, PRODUCTS AND/OR SERVICES PROVIDED THROUGH THE WEB SITE WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION. ANY INFORMATION ON THIS WEB SITE IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES, INCLUDING, BUT NOT LIMITED TO, CHANGES TO PRICES, DISCOUNTS, RULES AND REQUIRMENTS FOR WEB SITE ACTIVITIES, FEATURES AND HOURS OF OPERATION. Engage MAKES NO REPRESENTATION, WARRANTY OR ENDORSEMENT OF THE ACCURACY OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE WEB SITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, OR INFORMATION SHALL BE AT YOUR SOLE RISK.
7. Limitation of Liability.
IN NO EVENT WILL Engage OR ITS AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEB SITE, OR ON ANY OTHER WORLD WIDE WEB INTERNET SITE LINKED TO THIS WEB SITE, BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE OR INABILITY TO USE THIS WEB SITE OR ANY PART THEREOF OR ANY SITE LINKED TO THIS WEB SITE, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE. IN NO EVENT SHALL Engage OR ITS AFFILIATES OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY OTHER CONTENT (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE WEB SITE) OR ANY FEATURES, PRODUCTS OR SERVICES DELIVERED OR PROVIDED HEREUNDER EVEN IF Engage OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Engage RESERVES THE RIGHT TO ALTER THE CONTENT OF THIS WEB SITE IN ANY WAY (INCLUDING THE RIGHT TO ALTER, CHANGE OR REMOVE THE PRODUCTS AND SERVICES OFFERED AND PROVIDED THROUGH THE WEB SITE), AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Engage HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, Engage'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL Engage'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING UNDER THIS AGREEMENT OR ANY FEATURE TERMS EXCEED ONE HUNDRED DOLLARS ($100.00).
On request by Engage, you agree to indemnify and hold harmless Engage and its subsidiaries, affiliates, shareholders, directors, officers, agents, licensors, licensees, information providers, co-branders or other partners and employees from and against all liabilities, claims and expenses, including reasonable attorneys' fees and costs, in connection with any claim arising out of or relating to: (a) any breach by you of the Agreement, Feature Terms or the foregoing representations, warranties, and covenants, and (b) your use of the Web Site, including, without limitation, use of any Feature or Message Feature; and (c) your use of any products or services delivered hereunder in a manner in which such products or services were not intended. You shall cooperate as fully as reasonably required in the defense of any claim. Engage reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Engage.
Engage reserves the right, in its sole discretion, to terminate this Agreement and your access to all or parts of this Web Site (including, without limitation, termination of Features), with or without notice and with or without cause. Termination of your access to this Web Site means the revocation of the limited and temporary license and permission to use the software and other resources of the Web Site granted to you under this Agreement by Engage. In the event of any termination of this Agreement or any Feature, no fees paid or paid in advance will be refunded. The provisions of this Agreement will survive the termination of your access to the Web Site and of this Agreement.
11. United States Jurisdiction, Choice of Law, and Forum
The Web Site is operated in the United States of America. We do not represent that content or materials presented on the Web Site are appropriate or available for use in other locations. If you access the Web Site from a jurisdiction other than the United States of America, you agree that you do so on your own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable to your use of the Web Site.
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding its conflict of law rules. You expressly consent and agree to submit to the exclusive jurisdiction and venue of the United States District Court for the District of New Jersey or, for matters not susceptible of adjudication in the federal courts, the courts of the State of New Jersey located in Essex County, in all disputes arising out of or relating to the use of this Web Site.
12. Export Control
Software and other content made available on this Web Site may be subject to United States of America export control laws. No software or other content from the Web Site may be downloaded or otherwise exported: (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S.A. has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any software made available on this Web Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Engage as a result of this Agreement or your use of this Web Site. Nothing contained in this Agreement is in derogation of Engage's right to comply with governmental, court and law enforcement requests or requirements relating to your use of this Web Site or information provided to or gathered by Engage with respect to such use. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
14. Severability, Integration, and No Waiver
Unless otherwise specified herein, this Agreement, together with Feature Terms to which you are bound, constitutes the entire agreement between you and Engage and governs your use of this Web Site, superceding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Engage. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Engage may, from time to time, offer you the opportunity to use interactive services on the Web Site and those features described in Section 2 (collectively "Features"). By participating in any such Feature, you agree to any and all special terms set forth in connection with any such Feature(s) ("Feature Terms"), as well as the terms in this Agreement.
This Agreement and any Feature Terms may be modified only by our posting on the Web Site changes to this Agreement and any feature Terms, or by a subsequent writing signed by Engage. Any use of the Web Site by you after such notice shall be deemed to constitute acceptance by you of such modification. The failure of Engage to enforce any provisions of this Agreement or Feature Terms or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any terms or conditions of this Agreement, Feature Terms or to act with respect to similar breaches. This Agreement and the applicable Feature Terms shall apply and be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective predecessors, successors and assigns. Engage may assign its right and obligations under this Agreement and any Feature Terms and, upon such assignment, Engage may be relieved of any further obligation hereunder. Any cause of action you may have with respect to your use of the Web Site must be commenced within one (1) year after the claim or cause of action arises.