1. Who May Use the Site Individual users of this Site must be at least 18 years old to use the Site and capable of forming a binding contract with EngFlow. You agree that you are permitted to use the use the Site under applicable law and are not barred from doing so by any government directive or other authority. You agree and confirm that you are not, and are not accessing or using this Site on behalf of or for, a sanctioned individual, organization or entity under applicable law, including but not limited to, the U.S. Department of the Treasury’s Office of Foreign Assets Control and the European Commission and the UK’s Office of Financial Sanctions Implementation. If EngFlow determines that you do not meet the requirements under this section or that you use or access the Site in violation of these Terms or applicable law, or otherwise in an abusive or inappropriate manner, EngFlow may immediately suspend or terminate your right to use or access this Site indefinitely (in addition to other rights we may have).
You may need to create and log into an account to use some features on the Site or other Services. To create an account, you must provide some information about yourself. If you create an account, you agree to provide, at a minimum, a valid email address, and to keep that email address up-to-date. You may close your account at any time by emailing firstname.lastname@example.org.
You agree to be responsible for all action taken using your account, whether authorized by you or not, until you either close your account or notify us that your account has been compromised. You agree to notify us immediately at email@example.com if you suspect your account has been compromised. You are responsible for safeguarding your account, which necessarily includes safeguarding your email address account access.
We may restrict, suspend, or close your account on the Site according to our policy for handling copyright-related takedown requests, or if we reasonably believe that you breached any part of these Terms.
3. Content on the Site You are responsible for your use of the Site and for any content you provide, including compliance with applicable laws, rules, and regulations. You should only provide content that you are comfortable sharing with EngFlow and, as applicable, others.
Any use or reliance on any content or materials posted via the Site or obtained by you through the Site is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any third party submitted content or communications posted via the Site or endorse any third-party opinions expressed via the Site. You understand that by using the Site, you may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive.
We reserve the right to remove content that violates these Terms, including for example, copyright or trademark violations or other intellectual property misappropriation, impersonation, unlawful conduct, or harassment.
If you believe that your content has been copied in a way that constitutes copyright infringement, please report this by contacting firstname.lastname@example.org.
4. Contributions You represent and warrant that any information that you provide in connection with your use of the Site is and shall remain true, accurate, and complete, and that you will maintain and update such information regularly. You agree that if any information that you provide is or becomes false, inaccurate, obsolete or incomplete, we may terminate your access and use of the Site.
Unless otherwise specifically agreed to by you and us in writing, by uploading, e-mailing, posting, submitting, publishing or otherwise transmitting information, data, event types, tags, comments, suggestions, content or other content of any kind to the Site or us (each a Contribution), you hereby acknowledge that such Contribution is non-confidential and automatically grant (or warrant that the owner of such rights has expressly granted) to us a perpetual, irrevocable, world-wide, non-exclusive, sublicensable, fully paid-up and royalty-free license to use, make, have made, copy, distribute, perform, display (whether publicly or otherwise), modify, adapt, publish, and transmit such Contributions in any form, medium, or technology now known or later developed, and to grant to others rights to do any of the foregoing. In addition, you represent and warrant that all so-called moral rights in the content have been waived. For each Contribution, you represent and warrant that you have all rights necessary for you to grant the licenses granted in this Section, and that such Contribution, and your provision thereof to and through the Site, complies with all applicable laws, rules and regulations. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section. We reserve the right to refuse or delete any Contributions in our discretion. You acknowledge and agree that we reserve the right (but have no obligation) to do one or more of the following in our discretion, without notice or attribution to you: (i) monitor and approve Contributions as well as your access to the Site; (ii) alter, remove, or refuse to post or allow to be posted any Contribution; and/or (iii) disclose any Contributions, and the circumstances surrounding their transmission, to any third party in order to operate the Site, in order to protect EngFlow, its suppliers or licensees and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, and the Site’s users and visitors; to comply with legal obligations or governmental requests; to enforce these Terms; or for any other reason or purpose.
We disclaim any responsibility for Contributions displayed on the Site and assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any Contributions or other user information or personalization settings.
5. Feedback We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services and other related products, services and technologies (Feedback). If you choose to submit Feedback, you hereby grant to us a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with all of our business purposes, including without limitation the testing, development, maintenance and improvement of the Services and other related products, services and technologies.
6. General Prohibitions and EngFlow’s Enforcement Rights You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Contribution that infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
- Use, display, mirror or frame the Services or any individual element within the Services, EngFlow’s name, any EngFlow trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without EngFlow’s express written consent;
- Access, tamper with, or use non-public areas of the Services, EngFlow’s computer systems, or the technical delivery systems of EngFlow’s providers;
- Attempt to probe, scan or test the vulnerability of any EngFlow system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by EngFlow or any of EngFlow’s providers or any other third party (including another user) used to protect the Services or data of any other user;
- Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by EngFlow or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any metatags or other hidden text or metadata utilizing a EngFlow trademark, logo URL or product name without EngFlow’s express written consent;
- Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services, or transmit (knowingly or unknowingly) any content, data, or other material that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate, or misrepresent your affiliation with, any person or entity;
- Use the Services to encourage or enable (i) any illegal, fraudulent, or abusive activities or (ii) materially interfere with our business or activities;
- Buy, sell, or otherwise trade in usernames or other unique identifiers used on the Site;
- Send advertisements, chain letters, or other solicitations through any of the Services, or use any Services to gather addresses or other personal data for commercial mailing lists or databases;
- Use the Site to send e-mail to distribution lists, newsgroups, or group mail aliases;
- Falsely imply that you are affiliated with or endorsed by EngFlow;
- Hyperlink to images or other non-hypertext content on the Site on other webpages;
- Remove any marks indicating proprietary ownership from materials you obtain via the Services (including but not limited to materials you download or obtain from the Site);
- Strain infrastructure of the Site or any other Services with an unreasonable volume of requests, or requests designed to impose an unreasonable load on information systems underlying the Site or any other Services, or launch or facilitate, whether intentionally or unintentionally, a denial-of-service attack on the Site or any other Services, or engage in any other conduct that contributes to materially and adversely impacting the availability, reliability, or stability of any Services;
- Use the Site or other Services to transmit any material or content that is, facilitates, or encourages libelous, defamatory, discriminatory, or otherwise malicious or harmful speech or acts to any person or entity, including but not limited to hate speech, and any other material or content that we reasonably believe degrades, intimidates, incites violence against, or encourages prejudicial action against anyone based on age, gender, race, ethnicity, national origin, religion, sexual orientation, disability, geographic location or other protected category;
- Submit content to the Site or any other Service that violates the law, infringes anyone’s intellectual property rights, violates anyone’s privacy, discloses information that you do not have the right to disclose (like others’ confidential or personal information), or breaches agreements you have with others, or Submit content to the Site or any other Service as a mere placeholder, to hold a particular username or other unique identifier;
- Violate any applicable law, rule or regulation or requirement of any authority or applicable jurisdiction; or
- Encourage or enable any other individual to do any of the foregoing.
EngFlow is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law, and we may notify and cooperate with law enforcement authorities in prosecuting violations of the law and these Terms. EngFlow reserves the right to change, redact, and delete content on the Site for any reason. If you believe someone has submitted content to the Site in violation of these Terms, please contact us immediately.
7. Termination We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Services, the following Sections will survive: 2, 4, 5, 6, 8, 9, 10 and 12.
8. Warranty Disclaimers THE SERVICES (INCLUDING WITHOUT LIMITATION ANY INSIGHTS (AS DEFINED ABOVE)) ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services (including but not limited to Insights) will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services or Insights. Any use by you of any Insights is at your own risk.
9. Indemnity You will indemnify and hold EngFlow and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) any Contribution(s) you provide, or (c) your violation of these Terms (including without limitation by others using your account). You agree to allow EngFlow to control the investigation, defense, and settlement of legal claims for which you are required to indemnify us, and to cooperate with those efforts, and you agree not to agree to any settlement that admits fault on the part of EngFlow or would impose limitations or obligations on EngFlow. EngFlow agrees not to agree to any settlement that admits fault for you or imposes obligations on you without your prior agreement.
10. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENGFLOW WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ENGFLOW HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ENGFLOW’S AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE LESSER OF (a) THE AMOUNTS YOU HAVE ACTUALLY PAID TO ENGFLOW FOR USE OF THE SERVICES OR (b) ONE HUNDRED DOLLARS ($100). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ENGFLOW AND YOU.
11. Changes to these Terms or the Services We may update the Terms from time to time in our sole discretion. If we do, we will update the Terms on the Site and/or may also send other communications. If you access or use any Services after we have posted updated Terms, you agree that you will have accepted and agreed to the changes. If you do not agree to be bound by the changes in any future version of these Terms, you may not access or use any Services after such updated Terms are posted on the Site. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
- 12. General Terms
- Governing Law and Forum Choice These Terms and any action related thereto will be governed by the laws of the State of New York, without regard to its conflict of laws provisions. The parties expressly consent to arbitration pursuant to Section 12(f) below, to take place exclusively in the City of New York, New York County, New York; provided that in the event applicable law prohibits Section 12(f) from operating to require arbitration or if for any reason a Dispute (as defined below) between you and us will be not be resolved using arbitration (or in the event you opt to bring an action in small claims court pursuant to Section 12(f)(iii) below), then you and we each submit to the personal and exclusive jurisdiction in the state and federal courts located in the New York County, New York for purposes of resolving such Dispute, and you and we each waive any objection to jurisdiction and venue in such courts.
- Reservation of Rights EngFlow and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. These Terms control the relationship between you and us and do not create any third-party beneficiary rights; provided, however, you agree and acknowledge EngFlow and third-parties may each take action, separately or in coordination, to enforce any legal rights that protect material included on the Site or in any other Services which is protected by copyright, trademark or other intellectual property rights of any third-party, and that except as otherwise explicitly stated EngFlow does not grant you any rights in any such third-party copyrights, trademarks or intellectual property rights.
- Entire Agreement; No Assignment Except and to the extent superseded by an existing, valid agreement between you and EngFlow, these Terms constitute the entire and exclusive understanding and agreement between EngFlow and you regarding the Services and supersede and replace all prior oral or written understandings or agreements between EngFlow and you regarding the Services. Notwithstanding anything to the contrary herein, if there is a conflict or inconsistency between the terms in this Agreement and the additional terms associated with a particular Service or any other product or service we provide, the additional terms will control solely as to that conflict or inconsistency. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without EngFlow’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null and void. EngFlow may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Notices Any notices or other communications provided by EngFlow under these Terms will be given: (i) via email; or (ii) by posting to the Site or other Services. For notices made by email, the date of delivery to the recipient’s email server will be deemed the date on which such notice is transmitted.
- Waiver of Rights EngFlow’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of EngFlow. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
- BINDING ARBITRATION AGREEMENT EXCEPT WHERE PROHIBITED BY LAW, YOU AND US BOTH AGREE TO RESOLVE ANY AND ALL DISPUTES, CONTROVERSIES OR CLAIMS THAT IN ANY WAY ARISE OUT OF OR RELATE TO THESE TERMS OR FROM ANY SERVICES YOU RECEIVE FROM US (OR FROM ANY ADVERTISING FOR ANY SUCH SERVICES), INCLUDING ANY DISPUTES BETWEEN YOU AND OUR EMPLOYEES OR AGENTS (“DISPUTE(S)”), ONLY BY ARBITRATION ON AN INDIVIDUAL BASIS OR IN SMALL CLAIMS COURT. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, ARBITRATION OR A SMALL CLAIMS ACTION WILL BE THE SOLE AND EXCLUSIVE MEANS OF RESOLVING ANY DISPUTE BETWEEN US. YOU ALSO UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND WE ARE GIVING UP THE RIGHT TO BRING A CLAIM IN COURT OR IN FRONT OF A JURY (EXCEPT FOR MATTERS THAT MAY BE BROUGHT IN SMALL CLAIMS COURT), AND THAT YOU AND WE ARE GIVING UP THE RIGHT TO PROCEED WITH ANY CLASS ACTION OR OTHER REPRESENTATIVE ACTION. WHILE ARBITRATION PROCEDURES MAY BE DIFFERENT THAN COURT PROCEDURES, AN ARBITRATOR CAN AWARD YOU INDIVIDUALLY THE SAME DAMAGES AND RELIEF AS A COURT, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AND ENFORCED IN ANY COURT HAVING JURISDICTION THEREOF. YOU AND WE UNDERSTAND THAT ABSENT THIS MANDATORY PROVISION, YOU AND WE WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. YOU AND WE FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.
You and we also agree that:
- Notice of Dispute If either you or we intend to arbitrate under these Terms, the party seeking arbitration must first notify the other party of the Dispute in writing at least 30 days in advance of initiating the arbitration. Notice to us should be sent in accordance with this Agreement. Notice to you will be to your email address(es) and, if any and if available to us, street address(es) that we have in our records at the time the notice is sent. The notice must describe the nature of the claim and the relief being sought. If we are unable to resolve the Dispute within 30 days, either party may then proceed to file a claim for arbitration.
- Arbitration Procedure The Federal Arbitration Act applies to these Terms. Except for small claims court cases, any and all Disputes will be resolved by arbitration administered by the American Arbitration Association (AAA). The AAA will apply the Commercial Arbitration Rules to the arbitration of any Dispute pursuant to these Terms, unless you are an individual and use the Services for personal or household use, in which case the AAA's Consumer Arbitration Rules will apply (excluding any rules or procedures governing or permitting class actions). You can get procedures (including the process for beginning an arbitration), rules and fee information from the AAA (www.adr.org). These Terms govern to the extent they conflict with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
- Small Claims Court Option As an alternative to arbitration, you may bring an individual action in small claims court in the state court jurisdiction listed in Section 12(a), provided that your Dispute meets the requirements of the small claims court.
- Arbitration Location Unless you and we agree otherwise, the arbitration must take place, or the small claims action must be filed, in the jurisdiction listed in Section 12(a).
- Arbitration Fees and Expenses; Prevailing Party Expenses The party that initiates the Dispute will be responsible for any filing fee that the AAA charges for arbitration of the Dispute. The prevailing party in a Dispute, as determined by the final arbitration award, will be entitled to reimbursement of its reasonable costs and expenses in connection with the Dispute (including reasonable attorneys’ fees).
- JURY TRIAL WAIVER IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND WE AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND WE UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS. IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL BY THE COURT.
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