EMPHASIS SEARCH, INC.
WEBSITE TERMS AND CONDITIONS OF USE
These Website Terms and Conditions (“Terms of Use”) apply solely to your access to, and use of certain beta portions of the Emphasis Search, Inc. (“Emphasis”) website located at www.emphasissearch.com to which you are provided access via a username and password, as well as any other Emphasis-controlled sites, regardless of domain name or IP address (collectively “Site” or “Sites”) and the features and applications accessible through the Sites (collectively the “Services”). These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with Emphasis for products, services or otherwise. Certain Services may be subject to additional terms and conditions as may be set forth in these Terms of Use, on the Sites or in connection with your use of such Services, and your use of such Services constitutes your agreement to all applicable additional terms and conditions.
PLEASE READ THIS TERMS OF USE CAREFULLY. YOUR USE OF THE SITE IS CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS TERMS OF USE. BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, DO NOT ATTEMPT TO DOWNLOAD, ACCESS OR OTHERWISE USE THE SITE OR ANY MATERIALS OR CONTENT THEREIN OR RELATED THERETO.
Copyright and Limited License from Emphasis
Unless otherwise indicated, the Sites, the Services and all content and other materials on the Sites including, without limitation, the Emphasis logo, and all designs, text, graphics, pictures, information, data, software, routines, documentation, technology, sound files, other files, and the selection and arrangement thereof (collectively, the “Site Materials”) are the proprietary property of Emphasis or its licensors or users and are protected by U.S. and international copyright and other laws.
You are granted a limited license, without the right to sublicense, to access and use the Sites and the Services for your evaluation purposes only. Such license is subject to these Terms of Use and any other applicable terms and conditions, and without limiting any of the foregoing, you expressly agree not to: (a) resell, lease, transfer, lend, timeshare, syndicate or commercially use the Sites, Site Materials or the Services; (b) decompile, reverse engineer, disassemble or otherwise attempt to derive any source code from the Sites, or the Site Materials or the Services; (c) distribute, publicly perform or public display the Sites, the Site Materials or the Services; (d) modify, adapt, translate, or create any derivative works of the Sites, the Site Materials, the Services or any portion thereof; (e) use any data mining, crawlers, spiders, robots or similar data gathering or extraction methods; (f) download, index or in any non-transitory manner store or cache any portion of the Sites, the Site Materials, the Services or any information contained therein, except as expressly permitted on the Sites; (g) remove, deface, obscure, or alter any copyright, trademark or other proprietary rights notices affixed to or provided in connection with the Sites, the Site Materials or any Services; (h) create or attempt to create a substitute or similar service or product through the use of or access to the Sites, the Services or any proprietary information related thereto; or (h) use the Sites, the Site Materials or the Services other than for its intended purpose.
Any use of the Sites, the Site Materials or the Services other than as specifically authorized herein, without the express prior written permission of Emphasis or its licensors or users, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Except as explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
Feedback
You will, from time to time (and upon the reasonable request of Emphasis), provide suggestions, feedback, or other information to Emphasis about the Site (“Feedback”). Any Feedback given by you will not create any confidentiality obligation for Emphasis, even if designated as confidential, and shall become the sole property of Emphasis. Emphasis shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Username and Password
Only one person may access the Site at any given time using the same username and password, unless Emphasis agrees otherwise in writing. Emphasis reserves the right to immediately revoke your account for copying any copyrighted text from our sites or otherwise misusing or misappropriating any site content, including but not limited to, use on a competitive or third party site. In consideration of your use of any of the Sites and the Services, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Sites (“Registration Data”); (b) maintain and be solely responsible for the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Emphasis, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Emphasis.
Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Emphasis has adopted a policy of terminating, in appropriate circumstances and at Emphasis's sole discretion, subscribers or account holders who are deemed to be repeat infringers. Emphasis may also, at its sole discretion, limit access to the Sites and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Copyright Complaints
If you believe that any material on any of the Sites infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Perkins Coie
Attn: Chris Cheng
101 Jefferson Drive
Menlo Park, CA 94025
Telephone: (650) 838-4300
We may give notice of a claim of copyright infringement to our users by means of a general notice on the Sites, electronic mail to a user's email address in our records, or by written communication sent by first-class mail to a user's address in our records.
Trademarks
All Emphasis logos and any other product or service name or slogan contained in the Sites are trademarks of Emphasis and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the express prior written permission of Emphasis or the applicable trademark holder. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Emphasis and may not be copied, imitated or used, in whole or in part, without our express prior written permission. All other trademarks, registered trademarks, product names mentioned in the Sites are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
You hereby permit us to use your company name and any of your logos for use on our webpages that are dedicated to, and viewable by, you or your employees, agents, patients or prospective patients, and any other use as agreed upon between you and us.
Third Party Content and Applications
In addition to official pages on the Sites containing the content of Emphasis in support of Emphasis’s mission or related administrative business, our Sites may include third party content on the Sites and may provide links to Web pages and content of third parties (collectively the "Third Party Content") as a service to those interested in this information, including content and views of various individuals such as students, faculty, alumni or members of the public. The views expressed in such Third Party Content should not be construed as representing the views of Emphasis. Emphasis is not responsible or liable in any manner for any Third Party Content or for any loss, liability, harm or damages of any sort incurred as the result of your use of or access thereto, and makes no representations or warranties in connection with any Third Party Content. Users use such Third Party Content at their own risk.
User Content and Conduct
The Sites or the Services may include public or restricted-access online forms, discussion forums, or other interactive areas or services (“Interactive Areas”), including chat rooms or message boards, online hosting or storage services, or other areas or services in which you or other users create, post or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, code or other items or materials on the Sites (“User Content”). You are solely responsible for your use of such Interactive Areas and use them at your own risk.
You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Sites any of the following:
a. User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
b. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
c. User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
d. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
e. Unsolicited promotions, political campaigning, advertising or solicitations;
f. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
g. Viruses, corrupted data or other harmful, disruptive or destructive files; and
h. User Content that, in the sole judgment of Emphasis, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Sites, or which may expose Emphasis or its users to any harm or liability of any type.
Emphasis takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Emphasis liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. Unless otherwise indicated on the Sites or in connection with your use of the Services, if you post User Content to any of the Sites or in connection with the Services, you retain all rights in and to such User Content. You grant Emphasis and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You also agree to indemnify Emphasis for, from and against any third party claims arising from or related to the User Content.
Export Restrictions
Any software and all underlying information and technology downloaded or viewed from this Sites or in connection with the Services (collectively the "Software or Technical Data") by you may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations ("EAR", 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration's Denied Parties List and the U.S. Department of Treasury's Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.
Indemnification
You agree to defend, indemnify and hold harmless Emphasis and its directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to your use of the Sites, the Services and any User Content you post, store or otherwise transmit on or through the Sites, the Services or your use of the Interactive Areas.
Disclaimer
THE SITE IS FOR EVALUATION PURPOSES ONLY. THE MATERIALS AND INFORMATION FOUND ON THE SITE ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SITE AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EXPECTATIONS OF PRIVACY OR NON-INFRINGEMENT.
EMPHASIS DOES NOT WARRANT THAT THE FUNCTIONS OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EMPHASIS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, ACT OF GOD/ACT OF NATURE, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
Limitation of Liability
IN NO EVENT SHALL EMPHASIS, THEIR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITES, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CASED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM EMPHASIS, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO EMPHASIS'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EMPHASIS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITES EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO EMPHASIS FOR ACCESS TO OR USE OF THE SITES.
Applicable Law and Venue
These Terms of Use will be governed by and construed under the laws of the State of California. If any provision of this Terms of Use is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision will not affect the other provisions of this Terms of Use, and all provisions not affected by such invalidity will remain in full force and effect to the fullest extent possible consistent with the intent of the parties.
Termination
Notwithstanding any of these Terms of Use, Emphasis reserves the right, without notice and in its sole discretion, to terminate your license to use the Sites, the Services or any portion thereof, and to block or prevent future your access to and use of the Sites or any of the Services.
Severability
If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
Questions & Contact Information
Questions or comments about the Sites may be directed to Emphasis at the email address emphasis@emphasissearch.com.
Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS TERMS OF USE, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS TERMS OF USE.
Emphasis Search, Inc.
1750 Montgomery Street
San Francisco, CA 94111
www.emphasissearch.com
2008 All rights reserved. Emphasis Search, Inc.