Welcome to eModal's web site (the "Site"). Below are the terms and
conditions generally applicable to your access or use of any portion of the
Site (the "Site Terms").
Registration requires two parties - an Administrator and a
Co-Administrator. The Co-Administrator will be assigned the same administrative
rights as the Administrator. Complete Co-Administrator information must be
included in this registration. eModal will send a separate login to the
Co-Administrator. If this is understood and you agree with this entire agreement,
click on the "I Agree" button to continue registration.
On each occasion that you access or use any portion of eModal's web site
(the "Site"), you agree to be bound by all of the Site Terms, including any
amendments or modifications to any of the Site Terms in effect at the time of
your access or use. You understand that your right to use or access the Site
is derived solely from, and is expressly limited by, the Site Terms. eModal
reserves the right to amend or modify any of the Site Terms from time to time.
You should review all of the Site Terms upon each access or use of the Site
because any changes will be binding on you.
IF YOU DO NOT AGREE WITH ALL OF THE SITE TERMS,
DO
NOT ACCESS OR USE ANY OF THE SITE.
1. SITE CONTENT AND INTELLECTUAL PROPERTY RIGHTS
The Site contains information, communications, software, photos, text,
video, graphics, music, sounds, images, and other material and services
(the “Content”) which are or may contain proprietary information owned,
controlled or licensed by or to eModal. The Site and its Contents are
furnished to you by eModal and are intended for your personal and lawful
use in conformity with the Site Terms. All rights, title and interests are
exclusively reserved to eModal.
You acknowledge and agree that the Contents are protected by copyright,
trademark and other intellectual property laws, that these rights are
valid and protected in all media now existing or later developed, and that
your access or use of any Content shall be governed and constrained by
applicable copyright, trademark and other intellectual property laws.
Further, you shall abide by all additional copyright or other notices,
information or restrictions appearing in conjunction with any Content
accessed on or through the Site.
The Site and its Content are protected by copyright as a collective
work and/or compilation pursuant to United States copyright laws,
international conventions and other copyright laws. Except as expressly
set forth in the Site Terms, you may not modify, adapt, translate,
exhibit, publish, transmit, participate in the transfer or sale of,
reproduce, create derivative works from, distribute, perform, display,
reverse engineer, decompile or dissemble, or in any way exploit, any of
the Content, software, materials or Site in whole or in part. You may
download one copy of the Content (to which you have access) for your
personal, noncommercial use only, but not for the purpose of or in
connection with reproducing or posting the Content anywhere on the
Internet or elsewhere, provided that you maintain all copyright and other
notices contained in such Content. Except as permitted under the Site
Terms, copying or storing of any Content for other than personal,
noncommercial use is expressly prohibited without the prior written
permission from eModal (or the copyright holder identified in the
Content’s copyright or other proprietary notices). No download, copying or
storing of any Content confers, conveys or otherwise transfers to you any
ownership right, title or interest in or to any Content.
2. APPROPRIATE ACCESS OR USE
You shall not access or use any of the Site or Content for any purpose
other than a lawful and legitimate purpose as intended by eModal. Examples
of prohibited access or use of the Site or Content include, but are not
limited to, access or use that may directly or indirectly: (i) manipulate
or alter any transaction; (ii) unauthorized alteration of any materials,
data or information provided by or to another user of the Site; (iii)
violate, plagiarize or infringe upon the rights of any third party,
including, without limitation, copyright, trademark, privacy or publicity,
contract or other personal or proprietary rights; (iv) introduce to the
Site any unlawful, libelous, defamatory, untrue, malicious, fraudulent,
harassing, pornographic or offensive material, or material irrelevant to
the legitimate access or use of the Site; (v) constitute false or
misleading indications of origin or statements of fact; (vi) harass,
slander, libel or defame any person or entity; (vii) cause injury of any
kind to any person or entity; (viii) result in the sale or purchase of
stolen property, counterfeit items, contraband, controlled substances or
any other material which may be unlawful; (ix) introduce to the Site any
viruses, worms or other programming routines which may disrupt or
interfere with the operation of the Site; (x) insert links to other
Internet sites; (xi) promote any unlawful activity or purpose, including,
without limitation, any activity that may result in criminal or civil
liability; and/or (xii) violate any applicable laws, rules, regulations or
other governmental regulations. You will take reasonable steps to ensure
against the introduction of any virus, worms or other programming routines
which may disrupt or interfere with the operation of the Site. You will be
responsible for the accuracy and completeness of all materials, data and
information you transmit through or place on the Site.
3. DISCLAIMERS AND WAIVERS
Access or use of any of the Site or its Content is voluntary and at
your own risk. Reliance on the Site and its Contents should only be
undertaken after independent review of its accuracy, completeness,
efficacy and timeliness. Reference to any specific commercial product,
content provider, process, or service by trade name, trademark, service
mark, manufacturer, or otherwise does not constitute or imply endorsement,
recommendation or favoring by eModal.
eModal neither represents nor endorses the accuracy or reliability of
any Content, material, advice, opinion, statement, data or other
information displayed, uploaded or distributed on or through the Site by
any person or entity. eModal assumes no responsibility for consequences
resulting from the access or use of the information or services, or in any
respect for the content of such information, including, without
limitation, errors or omissions, the accuracy or reasonableness of
assumptions or conclusions, the defamatory nature of statements, ownership
of copyright or other intellectual property rights, and the violation of
property, privacy or personal rights of others.
Difficulties with hardware, software and equipment and services
supplied by others may result in service interruption or downtime.
Further, it is possible that some or all of the Site or Content may be
corrupted and unusable due to the presence of “bugs” in software, viruses
or other causes beyond the reasonable control of eModal. In no event will
eModal be liable to you or other persons for any claim, suit, demand,
controversy, dispute, liability, loss, expense, costs and/or damage
(collectively, “Claim”) that may result from any period of service
interruption or downtime suffered by the Site.
In connection with each transaction and proposed transaction through
access or use of any of the Site or any Site-related services, you
acknowledge and agree that: (i) eModal has provided the Site to serve only
as a medium to facilitate the initiation of a commercial transaction
between or among parties other than eModal; (ii) each transaction and
proposed transaction shall be directly between or among parties other than
eModal; (iii) eModal is not and shall not be a party to any transaction;
(iv) eModal does not purport to owe any fiduciary duty to any party or to
have any special relationship with any party; (v) eModal may or may not be
a manufacturer, distributor or seller of any goods or services in any
transaction, therefore registered users do so with knowledge accordingly
(vi) the parties (other than eModal) are responsible for determining and
ensuring that all transactions comply with applicable law, including,
without limitation, payment of applicable taxes; and (vii) eModal may or
may not have control over any transaction, therefore, registered users
agree that they will proceed under the assumption that eModal does not.
THE SITE AND ALL CONTENT PROVIDED BY eMODAL OR THIRD PARTIES ON OR
THOUGH THE SITE ARE PROVIDED “AS-IS”. eMODAL MAKES NO WARRANTIES, EXPRESS
OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR
PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION,
GUARANTY OR REPRESENTATION, WHETHER ORAL, WRITTEN OR IN ELECTRONIC FORM,
INCLUDING, WITHOUT LIMITATION, THE ACCURACY OR USEFULNESS OF ANY OF THE
SITE OR CONTENT.
eMODAL WILL USE THE SITE TO SEND PROMOTIONAL MESSAGES, USER
INFORMATION, PRESS RELEASES, SERVICE UPDATES, TECHNICAL INFORMATION, OR
ANY OTHER INFORMATION eMODAL DETERMINES FOR eMODAL OR THOSE eMODAL HAS
DETERMINED SUCH MESSAGES CAN AND MAY BE SENT TO ANY AND ALL WHO HAVE
AGREEED TO THESE TERMS. RECIPIENTS OF THE MESSAGES ARE NOT LIMITED TO THE
ACCOUNT CoAdminISTRATOR BUT TO ANY AND ALL CoAdminISTRATOR ASSIGNED
SUBUSERS.
IN NO EVENT SHALL eMODAL OR ANY OF ITS AFFILIATES OR ANY OF THEIR
DIRECTORS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, ATTORNEYS, CONSULTANTS,
AGENTS, REPRESENTATIVES, INFORMATION PROVIDERS, LICENSORS, LICENSEES OR
INVESTORS, OR ANY OF THEIR AFFILIATES, BE LIABLE OR OTHERWISE RESPONSIBLE,
INDEPENDENTLY, JOINTLY OR SEVERALLY, TO YOU OR ANY PERSON FOR ANY CLAIM,
REGARDLESS OF THE NATURE OF THE CLAIM AND EVEN IF eMODAL HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH CLAIM, (I) FOR DIRECT OR INDIRECT,
CONSEQUENTIAL, SPECIAL, PUNITIVE AND/OR EXEMPLARY DAMAGE, (II) INCURRED IN
CONNECTION WITH ACCESS OR USE OF ANY OF THE SITE OR CONTENT, OR (III)
CAUSED BY, DUE TO OR RELATED TO ANY INTERRUPTION, DELETION OF FILES,
ERROR, OMISSION, DEFECT AND/OR DELAY IN PERFORMANCE.
YOU HEREBY WAIVE ANY AND ALL CLAIMS AND RIGHTS TO BRING, AND EXPRESSLY
AGREE NOT TO BRING, ANY SUCH CLAIM AGAINST eMODAL, OR ANY OF ITS MEMBERS,
OFFICERS, MANAGERS, EMPLOYEES, AGENTS, INVESTORS, OR ANY OF THEIR
AFFILIATES, IN CONNECTION WITH THE ACCESS OR USE OF ANY OF THE SITE OR
CONTENT.
4. INDEMNIFICATION
You hereby shall indemnify, defend and hold harmless eModal and its
affiliates, and their directors, officers, employees, owners, members,
attorneys, consultants, agents, representatives, information providers,
licensors, licensees and investors, and their affiliates (collectively,
the “Indemnified Parties”), from and against any and all Claims
(including, without limitation, reasonable attorneys’ fees and costs)
arising out of any breach by you of any of the Site Terms or otherwise
arising from your access or use of the Site or Content. You shall
cooperate as fully as reasonably required in the defense of any Claim.
eModal reserves the right, at its own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by
you.
5. LINKS AND OTHER SITES
The Site may contain links to other World Wide Web Internet sites,
services or resources (the “Links”). eModal is not responsible for the
availability, accurateness or completeness of any Link. eModal does not
endorse and is not responsible or liable for any Content, product,
service, resource, advertising or other materials on or available from or
through any Link. eModal shall not be responsible or liable, directly or
indirectly, for any Claim caused or alleged to be caused by or in
connection with your access to, use of or reliance on any such Link. You
should direct any concern regarding any Link to such Link’s
CoAdministrator or Webmaster.
6. NO PRIVACY
NOTWITHSTANDING ANYTHING IN THE SITE TERMS TO THE CONTRARY, YOUR ACCESS
AND USE OF THE SITE AND CONTENT ARE NOT PRIVATE OR
CONFIDENTIAL. FURTHER, eMODAL RESERVES THE RIGHT TO MONITOR YOUR ACCESS
AND USE OF THE SITE AND CONTENT.
7. OTHER PROVISIONS
No Waiver. eModal’s failure to exercise or enforce any of its
rights shall not constitute a waiver of such right, unless such waiver is
in writing and specifying the right being waived.
Severability. If one or more provisions of the Site Terms are
held to be unenforceable under applicable law, such provision shall be
excluded from the Site Terms and the balance of the Site Terms shall be
interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.
Governing Law. The Site Terms have been made in and shall be
construed and enforced in accordance with California law without giving
effect to principles on conflicts of law. Any action in connection with
the Site Terms, the Site or any Content involving eModal shall be brought
in federal or state courts located in Los Angeles County, California, USA.
Entire Agreement. The Site Terms constitute the entire agreement
between you and eModal. No modification of the Site Terms shall be
enforceable against eModal unless such modification is in accordance with
the Site Terms.
Notice. Notice or correspondence to you shall be via e-mail to
the e-mail address contained in your most current registration form.
Notice or correspondence to eModal must be sent via postal mail to its
principal place of business located at:
2101 Business Center Drive
Suite 200
Irvine, CA 92612
USA
Modification. Any and all portions of the Site Terms may be
modified, amended, changed, added, or removed at any time and from time to
time at the sole discretion of eModal. Any such modification shall be
effective immediately upon notice delivered to you via e-mail at the
address provided in the registration form or by posting such modification
on the Site. You should visit this Site from time to time to review the
then-current Site Terms because the Site Terms (including any
modifications to the Site Terms) are binding on you. By accessing and
using the Site, you agree to become and remain knowledgeable with the Site
Terms as they may exist from time to time. Certain provisions of the Site
Terms may be superseded by expressly designated legal notices or terms
located on particular pages at the Site. You shall have no right to modify
or amend any of the Site Terms. If you do not agree with all of the Site
Terms, as may be amended from time to time, your sole recourse is to cease
access and use of the Site.
Restriction, Suspension and Termination. If eModal determines,
in its sole discretion, that you are using or have used any portion of the
Site or Content in a manner inconsistent with any of the Site Terms,
eModal shall have the right to take appropriate action without prior
notice to you, including, without limitation, the following: (i) removal
of material; (ii) limit, restrict, suspend and/or terminate your access to
and use of the Site or any portion of the Site; and (iii) seek any
remedies available at law or in equity. You may terminate your
registration, access or use of the Site and the Content at any time by
providing written notice to eModal, which shall be deemed effectively
given upon eModal’s receipt.