TERMS OF USE
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
e-Mars, Inc. and its subsidiaries and affiliates (“e-Mars,”
“we,” or “us”), require that all visitors to this Web site controlled by e-Mars
(the “Site”) adhere to the following terms and conditions of use. By accessing and using the Site, you agree,
on your own behalf and on behalf of any corporation or other legal entity that
you represent or for which you access the Site (your “Company”), to be bound by
and comply with the following terms and conditions of use (these “Terms”) and
to comply with all applicable laws and regulations. If you do not agree to these Terms, you are
not authorized to use the Site.
1.
CHANGES TO THESE TERMS AND THE SITE
We may change these Terms at any time, and all such changes are
effective immediately upon notice, which we may give by any means, including,
but not limited to, by posting a revised version of these Terms or other notice
on the Site. You should view these Terms often to stay
informed of changes that may affect you. Your use of the Site constitutes your continuing agreement to be bound
by these Terms, as they are amended from time to time. We expressly reserve the right to make any
changes that we deem appropriate from time to time to the Site or to any
information, text, data, databases, graphics, images, sound recordings, audio
and visual clips, logos, software, opportunities, features, services, and other
materials within the Site (all such materials, and any compilation, collection,
or arrangement thereof, the “Content”).
2.
PRIVACY POLICY
Information that you provide to us or that we collect about
you and your Company through your access to and use of the Site is subject to
our Privacy Policy, the terms of
which are hereby incorporated by reference into these Terms.We encourage you to read and become familiar
with our Privacy Policy.
3.
INTELLECTUAL PROPERTY
You understand and
agree that we own, or (where applicable) we have lawfully licensed from third
parties, all right, title, and interest in and to the Site and all of the
Content. You acknowledge and agree that
the Content constitutes valuable proprietary information that is protected by
applicable intellectual property and other proprietary rights, laws, and
treaties of the United States and other countries, and that you acquire no
ownership interest by accessing or using the Site or the Content. Such intellectual property and proprietary
rights may include, but are not limited to, copyrights, trademarks and service
marks, trade dress, and trade secrets, and all such rights are the property of e-Mars
or its licensors and content providers.
4.
LICENSE TO ACCESS AND USE
4.1
You may access and use this Site only for your personal
use (or, if accessing the Site on behalf of a Company, only your Company’s own
internal use). Any other access to or
use of the Site or the Content constitutes a violation of these Terms and may
violate applicable copyright, trademark, or other laws. We make no representation that Site or
Content is appropriate or available for use in locations other than the United
States. If you choose to access this
Site from locations other than in the United States, you do so at your own
initiative, at your own risk, and are responsible for complying with applicable
local laws.
4.2
You may not access, use, or copy any portion of the
Site or of the Content through the use of bots, spiders, scrapers, web
crawlers, indexing agents, or other automated devices or mechanisms. You agree not to remove or modify any
copyright notice or trademark legend, author attribution, or other notice
placed on or contained within any of the Content. Except as expressly authorized by us in
writing, in no event will you reproduce, redistribute, duplicate, copy, sell,
resell, or exploit for any commercial purpose any portion of the Site or the
Content or any access to or use of the Site or the Content.
5.
RESTRICTIONS ON ACCESS
5.1
You represent and agree that all information that you
provide to us in connection with your access to and use of the Site is true,
accurate, and complete to the best of your knowledge and belief. e-Mars reserves the right, in its sole
discretion, to terminate your access to all or part of the Site, without notice
or liability, for any reason, including, but not limited to: (a) the unauthorized
use of any username or password; or (b) the breach of any agreement between you
or your Company and e-Mars, including, without limitation, these Terms. Following any such termination of access, you
will continue to be bound hereunder to the fullest extent applicable.
5.2
Upon being notified that your access is terminated, you
must destroy any materials you have obtained from the Site. You may not access the Site after your access
is terminated without our written approval. After terminating your access, e-Mars will retain all rights, including
all intellectual property rights, proprietary rights, and licenses retained in
these Terms, and the limitations upon your use and treatment of Content will
remain in full force.
6.
USER CONDUCT
In connection with your access and use of the Site and that
of any person authorized by you to access and use the Site, you are responsible
for complying with all applicable laws, regulations, and policies of all
relevant jurisdictions, including all
applicable local rules regarding online conduct. Specifically, in connection with your use of
the Site, neither you nor the Company may cause or permit any person to do any
of the following:
(a)
use the Site or Content for any unlawful purpose;
(b)
use the Site to post or transmit any material that contains
any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or
other computer programming routines that may damage, interfere with,
surreptitiously intercept, or expropriate any system, data, or personal
information;
(c)
impose an unreasonably or disproportionately large load
on the Site or otherwise interfere with or inhibit any other user of this Site from
using or enjoying the Site;
(d)
use the Site to post or transmit any unlawful,
fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening,
abusive, hateful, offensive, harassing, or otherwise objectionable information
of any kind;
(e)
use the Site to post or transmit any information which
is invasive of another’s privacy or publicity rights or that otherwise violates
or infringes in any way upon the rights of others; and
(f)
use the Site to post or transmit any advertisements,
solicitations, chain letters, pyramid schemes, investment opportunities or
schemes, or other unsolicited commercial communication.
7.
SUBMISSIONS
7.1
By disclosing or offering any information to us,
including comments, computer files, documents, graphics, suggestions, ideas, or
other information (each, a “Submission”), either through your use of the Site
or otherwise, you authorize e-Mars to make such copies thereof as we deem
necessary, including to facilitate the posting and storage of the Submission on
the Site. By making a Submission, you
automatically grant, and you represent and warrant that you have the right to
grant, to e-Mars an irrevocable, perpetual, non-exclusive, transferable, fully
paid, worldwide license (with the right to sublicense) to use, copy, publicly
display, and distribute such Submission for any purpose, commercial,
advertising, or otherwise, on or in connection with the Site or the promotion
thereof, to prepare derivative works of, or incorporate into other works, such Submission,
and to grant and authorize sublicenses of the foregoing.
7.2
By making a Submission, you represent that you have all
requisite rights to, and are authorized to disclose, all of the information
contained in the Submission. You are
fully responsible for any Submission you make and for the legality,
reliability, appropriateness, and originality thereof.
8.
SECURITY
e-Mars takes such
commercially reasonable measures as it deems appropriate to secure and protect
information transmitted to and from the Site. Nevertheless, we cannot and do not guarantee that any such transmissions
are or will be totally secure. You are
responsible for maintaining the confidentiality of any information about you,
including any username and any password used in connection with your use of the
Site. e-Mars will not be liable
for any loss or damage arising from the unauthorized use of your username or
password.
9.
HYPERLINKS
9.1
This Site may include hyperlinks to other websites
which are not maintained by e-Mars. We are not responsible for the content of
such external websites and we make no representations whatsoever concerning the
content or accuracy of, opinions expressed in, or other links provided by such
websites. The inclusion of any hyperlink
to external websites does not imply endorsement by e-Mars of those websites or
any products or services referred to therein. The terms of service and privacy policies applicable to external websites
may be different from those applicable to our Site. If you decide to access any external website
through a link within our Site, you do so entirely at your own risk, and e-Mars
will have no liability for any loss or damage arising from your access or use
of any external website. Since e-Mars is
not responsible for the availability of these websites, or their contents, you
should direct any concerns regarding an external website to the administrator
of that website. You agree that you will
bring no suit or claim against us arising from or based upon any such use of
external websites. Hyperlinks to other
websites that are provided on the Site are not intended to imply that: (a) we
are affiliated or associated with any external website; or (b) any linked site
is authorized to use any of our trademarks, trade names, logos, or copyrights.
9.2
Images of the e-Mars logo can only be used for linking
purposes and can only be made with our express written permission. By linking to the
Site, you agree that you will not misrepresent your relationship with us or
present false or misleading impressions about us. No hyperlinks to the Site may be used in a
manner that implies or suggests that e-Mars approves or endorses you, your
website, or your goods and services unless you receive our prior written
consent to the contrary. We will have no
responsibility or liability for any content appearing on your website. No hyperlink may appear on any page on your
website or within any context containing content or materials that may be
interpreted as libelous, obscene, or criminal, or which infringes, otherwise
violates, or advocates the infringement or other violation of, any third party
rights.
9.3
We reserve the right, at any time and in our sole
discretion, to request that you remove from your website all hyperlinks or any
particular hyperlink related to our Site. We may at any time, in our sole discretion, with or without cause,
withdraw the permission granted herein to use the e-Mars logo and your right to
link to any pages on the Site. Upon our
request, you agree to immediately remove all hyperlinks to the Site and to
cease using the e-Mars logo for linking purposes. Thereafter, your posting of any future
hyperlinks to the Site will require the our express written permission.
10.
USE OF TRADEMARKS
Except for the limited permission to use the e-Mars logo as
set forth in these Terms, you may not, without our express written permission,
use any of e-Mars trademarks or service marks for any other purpose.
11.
DISCLAIMER
THE USE OF THIS SITE BY YOU AND YOUR COMPANY IS AT YOUR AND ITS SOLE RISK. ACCORDINGLY, THE SITE AND THE CONTENT ARE
PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT,
AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE FULLEST
EXTENT PERMITTED BY LAW. SPECIFICALLY, E-MARS
AND ITS AFFILIATES AND CONTENT-PROVIDERS DO NOT WARRANT THAT: (a) THE USE OF
THIS SITE OR ANY THIRD PARTY WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (b)
THAT THE USE OF THIS SITE OR ANY SUCH THIRD PARTY WEBSITE WILL ALLOW YOU TO
OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (c) THE CONTENT OR ANY INFORMATION,
SERVICE OR MERCHANDISE PROVIDED THROUGH THIS SITE OR ANY THIRD PARTY WEBSITE
ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE
OR QUALITY; (d) THAT ANY DEFECTS IN THE SITE OR IN THE CONTENT WILL BE
CORRECTED; OR (e) THAT THE SITE AND THE CONTENT ARE FREE OF VIRUSES OR OTHER
DISABLING DEVICES OR HARMFUL COMPONENTS.
12.
LIMITATION OF LIABILITY
12.1
In no event will e-Mars, its contractors, suppliers,
content-providers, and other similar entities, and the officers, directors,
employees, representatives, and agents of each of the foregoing (collectively,
our “Contractors”), be liable to you, your Company, or any third party for any
losses or damages, alleged under any legal theory, arising out of or in
connection with: (a) your use of, or reliance on, the Site or the Content;
(b) our performance of or failure to perform our obligations in connection
with these Terms; (c) the defamatory, offensive, or illegal conduct of other
users of the Site or of third parties; or (d) your purchase or use of any goods
or services provided by third parties.
12.2
Under no circumstances will e-Mars or our Contractors
be liable to you, your Company, or any third party for any indirect,
consequential, incidental, punitive, special, or similar damages or costs
(including, but not limited to, lost profits or data, loss of goodwill, loss of
or damage to property, loss of use, business interruption, and claims of third
parties) arising out of or in connection with these Terms or the use of the
Site or the Content, or the transmission of information to or from the Site
over the Internet, even if we were advised, knew, or should have known of the
possibility of such damages or costs. In
a jurisdiction that does not allow the exclusion or limitation of liability for
certain damages, the liability of e-Mars and the Contractors will be limited in
accordance with these Terms to the extent permitted by law.
12.3
Without limiting any of the foregoing, if e-Mars or any
of the Contractors is found liable to you or to any third party as a result of
any claims or other matters arising under or in connection with these Terms,
the Site, or your use of the Site, the maximum liability for all such claims
and other matters will not exceed $100 in any calendar year.
13.
INDEMNIFICATION
You
agree to defend and indemnify e-Mars, and our officers, directors, employees,
representatives, and agents, against all claims, demands, suits, or other
proceedings, and all resulting loss, damage, liability, cost, and expense
(including reasonable attorneys’ fees), made by any third party arising out of:
(a) content, data, or information that you submit, post to, or transmit through
the Site; (b) your access to and use of the Content, the Site, and other
materials, products, and services available on or through the Site and e-Mars;
(c) your violation of these Terms; (d) your violation of any rights of any
third party; (e) your website; and (f) any unauthorized use of a username,
password, or account number. We reserve,
and you grant to us, the right to assume the exclusive defense and control of
any matter subject to indemnification by you.
14.
JURISDICTION
These Terms will be construed and enforced in accordance with
the laws of the State of Tennessee.
15.
WAIVER OF JURY TRIAL
YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A
JURY TRIAL IN ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THESE TERMS AND THE MATTERS CONTEMPLATED HEREBY.
16.
MISCELLANEOUS
16.1
These Terms and the Privacy Policy (as each may be revised and amended from time
to time according to their respective terms) collectively constitute the entire
agreement with respect to your access to and use of the Site and the Content.
16.2
Our electronically or otherwise properly stored copy of
these Terms will be deemed to be the true, complete, valid, authentic, and
enforceable copy, and you agree that you will not contest the admissibility or
enforceability of our copy of these Terms in connection with any action or
proceeding arising out of or relating to these Terms.
16.3
Any provisions of these Terms that are reasonably
inferable to have been intended to survive termination (including, but not
limited to, any provisions regarding limitation of our liability or
indemnification) will continue in effect beyond any such termination of access
to this Site.
16.4
These Terms do not confer any rights, remedies, or
benefits upon any person other than you.
16.5
We may assign our rights and duties under these Terms
at any time to any third party without notice. You may not assign these Terms without our prior written consent.
16.6
Our waiver of any breach of these Terms will not be a
waiver of any preceding or subsequent breach thereof.
16.7
If any provision of these Terms is held to be invalid
or unenforceable, that provision will be stricken and will not affect the
validity and enforceability of any remaining provisions.
16.8
Possible evidence of use of the Site for illegal
purposes will be provided to law enforcement authorities.
16.9
Discontinuation of use of this Site is your sole right
and remedy for any dissatisfaction with the Site or any of the Content.
17.
OTHER AGREEMENTS
If you or your
Company have entered into a separate agreement with e-Mars with respect to your
use of the Site or any Content, including your or your Company’s use of the
EDBS, that agreement will supersede these Terms to the extent they are in
conflict.
18.
QUESTIONS
Please contact us with any questions
regarding the Site or these Terms at support@wh347.com.
19.
ACKNOWLEDGEMENT
BY ACCESSING AND USING THE SITE, YOU AGREE TO BE BOUND BY
THESE TERMS AND THE PRIVACY POLICY.
NGEDOCS: 1558988.1