These Terms and Conditions (“Terms”) set forth the terms and conditions governing your use of the website www.specimatch.com (“Site” or “Website”) and services provided there, which is presented by B4CC, Inc. (“Company”, “we”, “us” or “our”). By using this Site you agree on your own behalf and on behalf of your organization, if any, to be bound by these Terms. Where the word “you” or “your” appears in the remainder of these Terms it shall be deemed to include both you and your organization, if any. If you do not accept these terms stated here, do not use this Site. Company may revise these Terms at any time by updating this posting.
B4CC’s SpeciMatch software collects, discovers, distills, and reports certain data relevant to individual cancer patients and their clinicians, e.g targeted therapies and clinical trials matching the patient’s specific circumstances. B4CC does not provide medical advice. B4CC services are informational and for education only. The medical information on this site is provided as an information resource only, and is not to be used or relied on for any diagnostic or treatment purposes. This information is intended to be patient education only, does not create any patient-physician relationship, and should not be used as a substitute for professional diagnosis and treatment. Using B4CC services, you may learn information about yourself that you do not anticipate. You should not change your health behaviors solely on the basis of information from B4CC.
Please consult your health care provider before making any healthcare decisions or for guidance about a specific medical condition. B4CC expressly disclaims responsibility, and shall have no liability, for any damages, loss, injury, or liability whatsoever suffered as a result of your reliance on the information contained in this site. B4CC does not endorse specifically any test, treatment, or procedure mentioned on the site.
Notwithstanding any language to the contrary, nothing contained in or through the Site constitutes, nor is intended to constitute, a recommendation, inducement, promise, or contract of any kind. This Site is for informational purposes only and is not intended to provide, nor should anyone consider that it provides, specific medical or other advice. Such advice should only be rendered in reference to the particular facts and circumstances appropriate to each situation. Company encourages you to contact appropriate professionals and consultants to assess your specific needs and circumstances and to render such advice accordingly.
These Terms form a legal contract between you and Company, governing your access to the Website and use of B4CC services. Please read these terms carefully. In addition, if you are using a particular service on the Website or accessed via the Website, you agree to be subject to any rules or guidelines applicable to such services, and such rules or guidelines will be incorporated by reference within these Terms. By using this Site, you acknowledge that you have read, understood, and accept, without limitation or qualification, these terms.
ARBITRATION NOTIFICATION: THESE TERMS PROVIDE THAT ALL DISPUTES WILL BE RESOLVED BY BINDING ARBITRATION AND NOT IN COURT OR BY JURY TRIAL. YOU ALSO AGREE TO RELINQUISH YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS ACTION CLAIM YOU MAY HAVE AGAINST B4CC.
- The Website and our Services are designed to comply with the laws and regulations of the United States (the “U.S.”). Although accessible by people in other countries, the Website is intended for access and use by U.S. residents only. The Company makes no representation that B4CC services are appropriate for use in any other jurisdiction. If you choose to access the Website from other locations, you do so upon your own initiative and are responsible for compliance with applicable local laws and regulations.
- You acknowledge that you are 18 years of age or older. Those under the age of 18 are not allowed to visit or otherwise use the site on their own behalf, and we do not knowingly collect information from such persons.
- The information provided on the Website is for informational or educational purposes only. B4CC is not engaged in rendering medical services or providing medical advice via the Website, and the information provided is not a substitute for the professional judgment of a health care professional who physically examines, diagnoses and treats patients. You should consult a physician or other medical professional for advice regarding any medical condition or treatment thereof.
- Your reliance upon any content or information provided on the Website is solely at your own risk. The Website may not be up to date or may not accurately represent the complete breadth and details of oncology treatment options or clinical trials. There may be local programs or recently updated national programs which are not represented on the Website. You should not construe Company’s publication of any such content as an endorsement by Company of the content, or any warranty or guarantee of any strategy, recommendation, treatment, action, or application of medication or preparation made by the author of the content.
- B4CC’s SpeciMatch software collects, discovers, distills, and reports certain data relevant to individual cancer patients and their clinicians, e.g targeted therapies and clinical trials matching the patient’s specific circumstances. B4CC is not a health care provider, and no patient-provider relationship is established by your request for Services from B4CC. B4CC will not physically observe or examine you, test your blood or tissue samples, or take any anatomical images for either diagnostic or therapeutic purposes.
- B4CC is not practicing medicine and is not licensed, registered, certified, and/or otherwise qualified to practice medicine or deliver medical services in any state.
- B4CC assumes that the clinical information and data about you furnished by you and/or your health care providers are accurate and complete. B4CC is neither responsible nor liable to anyone for any incorrect or incomplete reporting to you or your primary oncologist as a result of inaccurate, incomplete, or unreadable clinical information or data that B4CC received from your health care providers.
- B4CC disclaims all express and implied warranties, including implied warranties of merchantability and fitness for a particular purpose. B4CC does not make any representations regarding accuracy, completeness, or reliability of its report.
- B4CC will issue its reports to you and your primary oncologist. Your primary oncologist in his/her sole discretion may choose to use or not use B4CC’s report.
- After an initial review of your clinical information and data, B4CC may decline to process your request, and return your payment if B4CC concludes in its sole discretion that its services would not be useful to you or your primary oncologist.
- The Site includes links to non-Company information and references to unaffiliated organizations. These links and references are provided as a courtesy and convenience to visitors. Such links and references are not intended to, nor do they constitute, Company’s endorsement of the linked materials or referenced organizations or their views. The advice and views found at such links does not necessarily reflect the advice and views of Company, or its officers, directors, employees or associates, and Company shall not be liable for any damages arising out of your use of any information from linked materials or a referenced organization.
III. Modification of these Terms and the Website
You are responsible for regularly reviewing these Terms. Company has the right, but not the obligation, to correct any errors or omissions in any portion of the Website and these Terms. Company reserves the right, at its sole discretion, to change, modify, add, remove or terminate any portion of the Website and these Terms, in whole or in part, at any time, without prior notice. All changes to these Terms are effective immediately upon being posted to the Website. Your continued use of the Website following any changes to these Terms will mean you accept these changes. Company makes no representations or warranties, express or implied, of any kind with respect to this site or its content, such representations and warranties being expressly disclaimed. Company does not represent or warrant that the content of its Site is accurate, complete or current for any specific or particular purpose or application.
Company reserves the right to make changes to our website, policies, and these terms and conditions at any time. You will be subject to the general policies and conditions in force at the time that you use the website or that you order goods and services from us, unless any changes to those policies or these conditions is required to made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions are deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and the closest enforceable substitute (if possible) will be included and the excluded clause will not affect the validity, and the enforceability of any remaining conditions.
IV. Restrictions on Website Use
You may not access or use, or attempt to access or use, the Website to take any action that could harm us or any third party, interfere with the operation of the Website, or use the Website in a manner that violates any laws. Without limiting the foregoing, you agree not to:
- Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity or the origin of any information you provide;
- Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or any activity conducted on the Website or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
- Circumvent, reverse engineer, decipher, decompile, disassemble, decrypt, or otherwise alter or interfere with (or attempt, encourage, or support anyone else’s attempt to engage in such activities) any of the software comprising or in any way making up a part of the Website. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited;
- Engage in unauthorized use of bots, spiders, scraping, or harvesting of content or information, or use any other unauthorized automated means to compile information;
- Obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through B4CC services;
- Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
- Upload or otherwise transmit any communication, software, or material that infringes the rights of third parties, contains a virus or is otherwise harmful to our users’ computers or systems; or
- Engage in any other conduct that restricts or inhibits any person from using or enjoying B4CC services, or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type.
- Violations of system or network security and certain other conduct may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate these terms. We may suspend or terminate your access to the Website for any or no reason at any time without notice.
V. Limitation of Liability.
To the fullest extent permitted by law, Company expressly excludes the following conditions:
- All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
- Any liability caused by a force majeure event;
- Any obligation of effectiveness or accuracy, and;
- Other than as established below, any liability for any direct, indirect or consequential loss or damage incurred by you in connection with this agreement, including by your use or inability to use any information on our website or within any publication subscribed to, via any websites linked to our website(s) and any materials posted on it, including without limitation any liability for loss of income or revenue, loss of business, loss of profits or contracts, anticipated savings, loss of data, loss of goodwill, wasted time and for any other loss or damage of any kind, howsoever and whether caused by tort including negligence, by breach of contract or otherwise, even if foreseeable.
Nothing in this provision affects our liability for death or personal injury arising neither from our negligence nor from liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter nor any other liability which cannot be excluded or limited under applicable law. These provisions do not affect any applicable statutory rights. If, notwithstanding the other terms of this agreement (or any other agreement between you and us), we should have any liability for loss, harm or damage. You and we agree that such liability shall under no circumstances exceed three times the fees you have paid us. You and we agree that the foregoing limitation of liability is in agreed allocation of risk between you and us and reflects the fess, if any, we charge you to use our services.
In no event shall Company, its officers, directors, employees, associates, affiliates, or any third parties mentioned at this Site be liable for any damages whatsoever (including, without limitation, incidental and consequential damages or damages resulting from lost data or business interruption) resulting from the use, inability to use or reliance on the Site, whether based on warranty, contract, tort, or any other legal theory, and whether or not Company is advised of the possibility of such damages.
Company will not be held responsible for any delay or failure to comply with our obligations under these Terms if the delay or failure arises from any cause which is beyond our reasonable control including reason Force Majeure which shall include ay default due to an act of God, war, or threatened war, act of terrorism or threatened act of terrorism, strike, lockout, industrial action, health epidemic or pandemic, fire, flood, drought, tempest or other event beyond the control of ether party. This does not affect your statutory rights.
You can visit this Site without providing any information about yourself or your organization. You may, however, provide us with the following types of information: (1) personal information you knowingly choose to disclose that is collected on an individual basis (such as through the Site’s “Contact Us” and “Registration” web pages), and (2) non-personal information acquired via cookies (described below). When you provide such information to us you are agreeing to share that information with Company, its agents, representatives, and affiliates.
- Non-Personal Information. Even if you do not register with or provide any Personal Information to B4CC, we collect Non-Personal Information about your use of the B4CC Websites. “Non-Personal Information” means information that we cannot use to identify or contact you. We may also acquire Non-Personal Information about our users from external sources. While you may use some of the functionality of B4CC without registration, many of the specific tools and services on the B4CC Websites require that you register with B4CC.
- What Choices Do I Have?
Updating/Removing Your Personal Information
If you have registered and desire to delete any of your Personal Information you have provided to us from our systems please contact us using the contact information listed below. Upon your request, we will delete your Personal Information from our active databases and where feasible from our back-up media. You should be aware that it is not technologically possible to remove each and every record of the information you have provided to the B4CC Websites from our servers.
If you decide that you would prefer not to receive personalized email or secure electronic messages from the SpeciMatch Health Manager tool, you may “Opt-out” of the service by clicking on the settings tab on your Health Manager home page and changing your email preference or following the unsubscribe instructions included in each promotional email. Emails that B4CC sends with opportunities from B4CC or with offers or informational materials from B4CC on behalf of our sponsors will contain an opportunity to unsubscribe from getting additional emails of that type in the future from B4CC unless you re-subscribe.
Most browser software can be set to reject Cookies. Most browsers offer instructions on how to reset the browser to reject Cookies in the “Help” section of the toolbar. If you reject our Cookies, certain of the functions and conveniences of the Website may not work properly but you do not have to accept our Cookies in order to productively use the Website. The “opt-out Cookies” are placed, for example, in order to help prevent the placement of Cookies used for the targeting of advertising.
- How Information Collected About You Is Used. Information collected by B4CC about you is used by B4CC to: (i) administer your account; (ii) provide you with access to particular tools and services; (iii) respond to your inquiries you send to us and to send you administrative communications about the Website or related services; (iv) obtain your feedback about the Website or our offerings; (v) statistically analyze user behavior and activity including how frequently areas of the site are visited and how many emails are received and opened; (vi) provide you and people with similar demographic characteristics and interests with more relevant content or advertising both on the Website or on other websites that you visit after you leave the Website; (vii) conduct research and measurement activities; (viii) send you personalized emails or secure electronic messages pertaining to your health interests, including news, announcements, reminders and opportunities from B4CC; or (ix) send you relevant offers and informational materials on behalf of our sponsors pertaining to your health interests.
B4CC may combine Personal and Non-Personal Information collected by B4CC about you, and may combine this information with information from external sources. In addition to the emails described above that are made available to all registered B4CC visitors, users of B4CC services can receive personalized emails or secure electronic messages based on Personal Information entered into the tool. The B4CC email service requires an “opt-in” authorization from you.
- Disclosures to Third Party Websites. Information that B4CC collects about you may be combined by B4CC with other information available to B4CC through third parties for research and measurement purposes, including measuring the effectiveness of content, advertising or programs. This information from other sources may include age, gender, demographic, geographic, personal interests, product purchase activity or other information. We may report aggregate information, which is not able to be identified back to an individual user of the Website, to our current or prospective advertisers and other business partners. We do not sell or share any Personal Information with any third parties, except that contractors performing services on our behalf may be provided access to Personal Information when performing these services. These contractors agree not to use this information for any purpose other than performing services on our behalf.
- How Do We Secure and Retain Your Information? We take reasonable security measures to protect the security of your Personal Information. Despite B4CC’s efforts to protect your Personal Information, there is always some risk that an unauthorized third party may find a way around our security systems or that transmissions of your information over the Internet may be intercepted.
The security of your Personal Information is important to us. When you enter Personal Information (including personal health information in various tools on our website), we encrypt the transmission of that information or use SSL connections (Secure Socket Layer) technology.
We will retain your Personal Information as long as your account is active or needed to provide you services. At any time you can remove your Personal Information or instruct us to remove it, but you should be aware that it is not technologically possible to remove each and every record of the information you have provided to B4CC from our servers. B4CC tools that collect and store Personal Information allow you to correct, update or review information you have submitted by going back to the specific tool, logging-in and making the desired changes. We will also retain your Personal Information as necessary to comply with legal obligations, resolve disputes and enforce our agreements.
- Children. We are committed to protecting the privacy of children. The Website is not designed or intended to attract children under the age of 13. The Website does not collect Personal Information from any person we actually know is under the age of 13. A parent or guardian, however, may use B4CC services to establish a personal health record and a SpeciMatch data search for a minor. The parent or guardian is solely responsible for providing supervision of the minor’s use of the Website. The parent or guardian assumes full responsibility for ensuring that the registration information is kept secure and that the information submitted is accurate. The parent or guardian also assumes full responsibility for the interpretation and use of any information or suggestions provided through the Website for the minor.
- Security. When you submit personal information to us on our Site, although we maintain reasonable safeguards to protect your personal information, no system is completely secure. For this reason, you should not directly send confidential or other sensitive personal information to Company, as we do not guarantee complete security of sensitive data outside its transmittal within the SpeciMatch software.
VII. Information Disclosure.
- Disclosure under Law. Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, including personally identifiable information, or to edit, refuse to allow or to remove any information or materials, in whole or in part, in Company’s sole discretion.
- Providing Correct Personal Information. In the course of using the Website, you may be required to enter certain information, including without limitation personal information. You represent and warrant that you will provide Company with full, true and correct information, and to update such Information on the Website promptly as reasonably necessary and as required by the Website.
VIII. Your Consent.
By using the Site, you consent to the collection and use of information by Company as outlined in this Privacy Statement. If we decide to change our privacy policies and procedures, we will post those changes on this page so that you always have the opportunity to be aware of what information we collect, how we use it, and under what circumstances we may disclose it.
IX. Contacting B4CC About Your Personal Information or Privacy.
You can also contact B4CC’s Privacy Office at:
Attn: Office of Privacy
690 Medical Park Lane
Gainesville, GA 30501
X. Waiver, Privacy and Third Party Rights Exclusion
If you breach these Terms and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.
There are two types of Materials you may submit: Account Materials that relate to you and your health information that are uploaded for purposes of accessing B4CC services, and General Materials such as comments or feedback you submit to the Website.
- Account Materials. You must register on the Website to apply for B4CC services by creating a user profile. When you register, you agree to provide accurate, current and complete information about yourself as requested or directed on the Website and to promptly update this information to maintain its accuracy. Company has the right to suspend or terminate any account or other registration and to refuse any and all current or future use of the Website if it suspects that such information is inaccurate or incomplete. You are responsible for maintaining the confidentiality of any password and username that you are given or select in connection with B4CC services, and you are responsible for all activities that occur under your password or account.
- General Materials. If you submit information or materials to us (including without limitation ideas, know-how, concepts, techniques, feedback, data, questions, comments, suggestions, strategies, artwork, statistics, graphs, processes, plans, freeware, scripts, code or vulnerabilities), you grant Company an unrestricted, perpetual, irrevocable, royalty free, worldwide, transferable and sublicenseable license to use in any way for any commercial or non-commercial purpose, including without limitation the right to reproduce, copy, display (publicly or otherwise), perform (publicly or otherwise), modify, transmit, distribute, edit, reformat, translate, and make derivative works from those materials or information. You understand that you will not be compensated or credited for any such use. You agree that you shall have no recourse against Company or any right to license fees or royalties for any alleged or actual infringement or misappropriation of any property included in your communications to us.
- Your Responsibility for Materials and Company’s Monitoring Rights. You will be responsible for your own Materials and the consequences of transmitting those Materials. Company has no obligation to monitor you or any other user’s use of the Website. Company reserves the right to review and monitor your use of the Website, including without limitation your use of any user ID and/or password in accessing the Website and any Materials submitted to or revised on the Website, and to remove any Materials that Company believes in its sole discretion violate these Terms. Company reserves the right to restrict or terminate your access to the Website, including, without limitation, your access to any or all of the services provided thereunder or your ability to use any Website user ID and/or password, at any time without notice if we believe you have violated these Terms or are likely to violate these Terms. Your sole remedy against Company in the event of a dispute arising out of these Terms, the Website or your use thereof, is to terminate these Terms by ceasing your use of the Website. In the event of termination of these Terms, Company may delete and/or store, in its discretion, Materials and data associated with your use of the Website. Company may also change, suspend, or discontinue any aspect of the publicly available portion of the Website at any time, including the availability of any Website feature, database, or content. With regard to the password-protected portion of the Website, Company will provide you with thirty (30) days notice prior to materially changing, suspending or discontinuing any aspect of this portion of the Website.
XII. Your Account
- Security of Account and Password. In the event you establish an account and receive or establish a password for such account, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer. You accept full responsibility and liability for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, or remove content in its sole discretion.
- Notification of Unauthorized Use/Ceasing Access. You shall notify Company immediately of any unauthorized use or threat of unauthorized use of your account or the Website or of any other breach or potential breach of security known to you with respect to your account or the Website, including without limitation any loss or compromise of any password, and will cooperate with Company in every reasonable way to help Company prevent the further unauthorized use, threat of unauthorized use, disclosure or threat of disclosure regarding the Website, your account and/or your password. You agree that immediately upon termination of your right to use the Website or any password-protected portion of the Website, or upon any earlier demand by Company at any time, you will cease all access and/or use of the Website or such password protected portion of the Website, and will not attempt to access and/or use same.
XIII. User Representations and Warranties
- DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. YOU AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. EFFORTS BY COMPANY TO MODIFY THE WEBSITE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. THE WEBSITE, INCLUDING ALL CONTENT, INFORMATION OR SERVICES PROVIDED THROUGH, OR IN CONJUNCTION WITH, THE WEBSITE, IS PROVIDED “AS IS,” AS A CONVENIENCE TO ALL USERS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF QUIET ENJOYMENT, (5) OF TITLE, (6) THAT THE WEBSITE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES COMPANY’S PRODUCTS AND SERVICES, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE WEBSITE WILL BE CORRECTED, OR (8) THAT THE WEBSITE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM
- DISCLAIMER OF LIABILITY. IN NO EVENT SHALL COMPANY AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH COMPANY, THE “COMPANY ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM COMPANY’S NEGLIGENCE OR GROSS NEGLIGENCE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, LIABILITY OF COMPANY ENTITIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. ADDITIONAL DISCLAIMERS APPEAR WITHIN THE BODY OF THE WEBSITE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE WEBSITE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. THIS INDEMNIFICATION SHALL APPLY TO THIRD PARTY CLAIMS AS WELL AS CLAIMS BETWEEN THE PARTIES.
You will indemnify, defend (or settle) and hold harmless Company and all related entities from all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, and including reasonable attorney’s fees and all other costs, fees, and expenses (collectively, “Claims”) against any of Company and all related entities to the fullest extent permitted by law arising out of or in connection with (1) your conduct, provision of content or use of the Website, or such actions by any third party through you, (2) your violation of the rights of another person or party, (3) any Materials provided or made available by you, and (4) any breach or violation by you of your obligations under these Terms, including without limitation any breach of your representations and warranties herein. You will not settle any indemnified claim without the prior written consent of Company, such consent not to be unreasonably withheld. In connection with any Claims that may give rise to your indemnification obligations as set forth above, Company and all related entities shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this Section are not exclusive of and do not limit any other remedies that may be available to Company and all related entities pursuant to this Section.
You acknowledge that by use of portions of the Website, you may use and you may acquire Company Confidential Information. As used herein, “Confidential Information” means all confidential and/or proprietary information and trade secrets of Company, whether or not memorialized, and in any form or media, regarding Company or Company’s business, including without limitation those relating to Company’s intellectual property, technology, research and development, systems, software, business plans, business operations, strategies, financial information, technical information, customers, customer lists, suppliers, operating policies and procedures, and any third-party information that Company is required to keep confidential where such information is not generally accessible without a password. “Confidential Information” includes any account passwords. You shall not at any time, directly or indirectly, for any purpose, use, copy or disclose to any other person or entity any Confidential Information, or permit others to do so, other than for the purposes expressly allowed hereunder. Company may seek and obtain injunctive relief against the release or threatened release of Confidential Information, in addition to any other available legal remedies. You shall notify Company immediately if you learn of any unauthorized possession or use of the Confidential Information and will promptly furnish all details of such possession or use to Company.
XVI. Copyright and Other Intellectual Property
The contents of this Site, such as text, graphics, images, trademarks, and other content (“Materials”), are protected by United States and international copyright, trademark, and other intellectual property laws, and are owned or licensed by Company. Unauthorized use of the Materials may violate such laws. You must retain all copyright and other proprietary notices contained in the original Materials on any copy you make of the Materials. You may not sell or modify the Materials or reproduce, display, publicly perform, externally distribute, or otherwise use the Materials in any way for any purpose other than as expressly permitted. The unauthorized use of the Materials on any other Site or in a networked computer environment for any purpose is prohibited. Except as specifically stated on the Site, nothing on this Site shall be construed as granting any license under any intellectual property rights, whether by estoppels, implication, or otherwise. All rights not specifically granted herein are hereby reserved by Company.
- Website Ownership. The Website and all content, organization, graphics, design, compilation, translation, and other matters related to the Website (collectively, “Content”) are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S. and other laws. The Website and all Content is the property of Company and/or third party licensors, and all right, title and interest in and to the Website and Content will remain with Company or such third party licensors. Other product and company names mentioned herein may be the trademarks of their respective owners. You do not acquire ownership rights to the Website or any Content other than any rights in the Materials that you may have. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content. You will not modify, adapt, translate, reverse engineer, decompile, or disassemble the Website or any Website content. You may only use the Website and the Content as expressly permitted herein, and any other use is prohibited. Any copying, republication, or redistribution of the Website or Website content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of Company and/or the respective intellectual property rights holder identified in the subject content, which consent to be granted or withheld at the sole discretion of the rights holder.
- Copyright Infringement Claims. Company respects the intellectual property rights of others and expects our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company’s Designated Copyright Agent, identified below, with all information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, summarized as follows: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online Website are covered by a single notification, a representative list of such works at that Website; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party; (5) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (7) any other materials or information as may be required under the DMCA as amended from time to time or by the U.S. Copyright Office.
- Copyright Agent. Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to Company Designated Copyright Agent using the following contact information: firstname.lastname@example.org.
ALL INQUIRIES TO THE COPYRIGHT AGENT NOT RELATED TO A COPYRIGHT INFRINGEMENT CLAIM WILL RECEIVE NO RESPONSE.
XVII. Dispute Resolution (Arbitration Clause)
- Binding Arbitration. You and Company each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a “Dispute”) arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation or validity thereof (including the determination of the scope or applicability of these Terms to arbitrate), your or Company’s rights and obligations under these Terms, the Website, the use of the Website, and/or the information, services and/or products that may be provided by or through or in connection with the Website. The arbitration will be held in Atlanta, Georgia before one arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial. The arbitration will be administered by JAMS (http://www.jamsadr.com). You may obtain a copy of the rules of JAMS by contacting the organization. You and Company shall agree on one arbitrator to conduct the arbitration. In the event the parties cannot agree on an arbitrator, the arbitrator will be selected in accordance with the JAMS rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party. Notwithstanding anything to the contrary in this Section, to the extent you have in any manner violated or threatened to violate Company’s intellectual property rights, Company may seek (and you will not contest) injunctive or other appropriate relief in any state or federal court in Atlanta, Georgia, and you consent to exclusive jurisdiction and venue in such courts.
- Arbitration Final. The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act, and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, such non-enforceability shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.
- Giving Up Right of Class Action. These Terms provides that all Disputes will be resolved by binding arbitration and not in court or by jury trial. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST COMPANY ENTITIES INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.
- Choice of Law; Jurisdiction and Venue; Waiver of Jury Trial. To the maximum extent permitted by law, these Terms are governed by the laws of the United States of America and the State of Delaware, excluding any law or conflicts of law principle that would apply the law of another jurisdiction. To the extent a Dispute is not governed by the Arbitration Clause, you hereby consent to the exclusive jurisdiction and venue of courts in Atlanta, Georgia in all disputes arising out of or relating to the use of the Website or under these Terms; provided, however, that in the event Company is sued or joined by a third party in any other court or in any other forum in respect of any matter which may give rise to a claim by Company hereunder, you consent to the jurisdiction of such court or forum over any claim which may be asserted by Company therein. You irrevocably consent to the exercise of personal jurisdiction by such courts in any such action. In addition, and notwithstanding the foregoing, you irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any court in which you are subject to a jurisdiction by a suit upon such judgment. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph. To the extent a claim is not governed by the Arbitration Clause, Company and you each hereby waive the right to a trial by jury in any court and in any suit, action or proceeding, whether in tort, contract, or otherwise, in which any such party is a party, as to any claim arising out of or in connection with these Terms, your or Company’s rights and obligations under these Terms, the Website, use of the Website, and/or the services and/or products that may be provided by or through or in connection with the Website.
- Viewing, Accessing and Use Outside the United States. If and when any products or services referenced on the Website become available, they will become available in the United States and may not become available elsewhere. Company makes no claims that the Website or any products or services referenced therein may be lawfully viewed, accessed or used outside the United States. Access or use of the Website or any products or services referenced therein may not be legal by certain persons or in certain countries. If you access or use the Website from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
- No Joint Venture. You agree that no joint venture, partnership, employment or agency relationship exists between you and Company as a result of these Terms or your use of the Website.
- Headings. Section headings and other captions in these Terms are used solely for the convenience of the parties, have no legal or contractual significance, and shall not be used in interpreting, construing or enforcing any of the provisions of these Terms.
- Survival. The provisions of the following sections shall survive any termination or expiration of these Sections: Disclosure Under Law, Materials, User Representations and Warranties, Disclaimers, Indemnification, Confidentiality, Copyright and Other Intellectual Property, Dispute Resolution (Arbitration Clause), Choice of Law; Jurisdiction and Venue; Waiver of Jury Trial, and Miscellaneous.
- No Waiver. The failure of Company to enforce any provision of these Terms will not be construed as a waiver or limitation of Company’s right to subsequently enforce and compel strict compliance with that provision or any other provision of these Terms.
- Assignment. No assignment, delegation or other conveyance of these Terms may be made by you (by operation of law or otherwise) without the prior written consent of Company, to be given in its sole discretion. Company may assign its rights and obligations hereunder to any other party.
- Statute of Limitations. Any cause of action you may have with respect to your use of the Website must be commenced within one year after the claim or cause of action arises; thereafter, any such claim will be forever barred, without regard to any contrary legislation.
- Agreement Binding. In the event that any provision of these Terms is deemed to be unenforceable, said provision will be interpreted to reflect the original intent of the parties in accordance with applicable law, and the remainder of these Terms will continue in full force and effect.
- Notices. Notices to Company under these Terms shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to Company, with such notices being effective as of the date of actual, confirmed receipt by Company. Notices to you are deemed effective if sent to the email, fax, mail address or other contact information provided by you, and are deemed effective upon the earlier of being confirmed received or one day after having been sent.
- Entire Agreement; Language of Agreement. These Terms contain the entire agreement between you and Company with respect to the Website. It supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Company with respect to the Website. Any rights not expressly granted herein are reserved. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that these Terms and all related documents be drawn up in English.
Inquiries regarding these Terms should be directed to email@example.com.
By visiting this site you agree to the foregoing terms and conditions, which may from time to time be changed or supplemented by B4CC. If you do not agree to the foregoing terms and conditions, you should not enter this site.