Terms of Service
Effective Date: April 15, 2017
This website and computing application, and the data, services, information, tools, functionality, updates and similar materials delivered or provided thereby (collectively, the “Service”) are supplied by Emile Technologies, Inc. (“Emile”, “us” or “we”) subject to your agreement to and compliance with the conditions set forth in this Terms and Conditions Agreement (the “Agreement”). By creating an account to use the Service, by using the Service or by otherwise entering into this Agreement, you are creating a binding contract with us.
We may revise or update this Agreement by posting an amended version through the Service and making you aware of the revisions. Your use of the Service following an update to this Agreement (or other acceptance method) is considered acceptance of the updated Agreement. If you do not accept the changes, you must stop using the Service.
As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-commercial, non-exclusive license to use and access the Service only on your computing device for personal use. No rights not explicitly listed are granted.
IMPORTANT NOTICES; DISCLAIMERS
The Service may make suggestions to you regarding various matters based on your input into the Service. Suggestions are based on the Service’s proprietary method, but may include sponsored material, and suggestions may be impacted based on relationships between us and providers. You agree that we are not responsible for any content, advice or other materials appearing on or through the Service.
The Service does not offer any legal, business, accounting or other professional advice. YOU ALONE ARE RESPONSIBLE FOR SEEKING APPROPRIATE PROFESSIONAL ADVICE BEFORE ENTERING INTO ANY TRANSACTION OR ENGAGING IN ANY CONDUCT, THE SOLE RISK OF WHICH IS ENTIRELY ON YOU.
The Service may contain typographical errors or inaccuracies, including relating to price (if applicable), and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.
You agree that we do not owe you a duty of care or fiduciary responsibility.
Use of the Service may cause you to incur data charges from your provider.
While we make reasonable efforts to ensure that the Service remains generally available, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.
You must be at least thirteen (13) years old to use the Service. By using the Service, you represent that you meet this minimum age requirement.
Some parts or all of the Service may not be available to the general public, and we may impose eligibility rules from time to time. We reserve the right to amend or eliminate these eligibility requirements at any time.
RULES OF CONDUCT
Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.
You agree that you will not violate any applicable law or regulation in connection with your use of the Service. Without limiting the foregoing, you agree that you will not make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, questions, notes, plans, proposals, or materials similar thereto (“Submissions”) or graphics, drawings, designs, text, information, audio, photos, software, music, sounds, video, comments, messages or similar materials (“Content”) that:
- is unlawful or encourages another to engage in anything unlawful;
- contains a virus or any other similar programs or software which may damage the operation of our or another’s computer;
- violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, or other intellectual property right of any party; or,
- is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening, bullying or otherwise objectionable.
You must keep your user name and password and any other information needed to login to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your account or profile by others.
You further agree that you will not do any of the following:
- modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
- interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
- transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
- attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
- take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- harvest or collect the email address or other contact information of other users of the Service;
- scrape or collect content from the Service via automated means;
- submit, post or make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;
- register for more than one user account; or,
- impersonate any other person or business.
You are not licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service.
Notwithstanding the foregoing rules of conduct, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.
CONTENT SUBMITTED OR MADE AVAILABLE TO US
You are under no obligation to submit anything to us or to make any Content available through the Service. Unless otherwise noted, we will not claim ownership of any Content. If, however, you choose to submit any Content to the Service, or otherwise make available any Content through the Service, you hereby grant us a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, fully paid up, royalty-free, right and license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such Content through and incident to the Service (including but not limited to the right to sub-license the Content, as well as to commercially use the rights of publicity, persona, image and name of the individuals depicted in such Content.
By submitting any Content or Submissions to us, you hereby agree, warrant and represent that: (a) you are authorized to submit the Content or Submission to us for republication through the Service, and you have secured any necessary licenses or permissions from rights owners relating to the Content or Submission, including but not limited to copyright licenses or licenses to rights of publicity; (b) the Content and Submissions do not contain proprietary or confidential information; (c) the provision of the Content and Submissions, and their use by us in connection with the Service, is not and will not be a violation of any third-party’s rights; (d) all such Submissions and Content are accurate and true; (e) we are not under any confidentiality obligation relating to the Content or Submissions; (f) we shall be entitled to use or disclose the Content or Submissions in any way; (g) you are not entitled to compensation in exchange for the Submissions or Content, and (h) are not entitled to attribution relating to the Submissions or Content
You acknowledge that we are under no obligation to maintain the Service, or any information, materials, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material.
CONTENT SHARED THROUGH THE SERVICE
The Service may make it possible for you to choose to share certain information with the public. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials, and you agree that we shall not be held responsible, and we shall be released and held harmless by you from any liability or damages arising out of such conduct.
OUR INTELLECTUAL PROPERTY
We own our graphics, logos, names, designs, page headers, button icons, scripts, and service names, which are our trademarks, trade names and/or trade dress. The “look and feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) is protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain the sole and exclusive property of us and/or our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.
As more fully described on the Service, certain elements of the Service may require fees for access (the “Paid Service”).
We may use a third-party payment processor (the “Payment Processor”) to charge you through an online account for use of the Paid Service. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor.
You agree to pay us, through the Payment Processor, all charges for the Paid Services that you access, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”).
If you wish to cancel, upgrade or downgrade your subscription, you may do so at any time through your account. Any charges incurred prior to cancellation or downgrade are non-refundable. If you upgrade your subscription, you will be charged the difference in your current subscription and the upgraded subscription at that time, and you will be charged the price for the upgraded subscription on an ongoing basis until cancellation. If you downgrade your subscription, you will be charged the reduced price at the beginning of the next term.
We will automatically charge your Payment Method at the end of each subscription period, as further identified on the Service and at purchase. If you purchase a subscription, it may result in recurring charges to your Payment Method, and you agree that we may charge such amounts until such a time as your subscription expires or you cancel the subscription, depending on the subscription type. WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.
Your account will be considered delinquent if payment in full is not successful when a charge is initiated. Unless specified in an invoice, amounts due are exclusive of all applicable taxes, levies, or duties, and you will be responsible for payment of all such amounts.
In addition to other applicable remedies, we reserve the right to suspend and/or terminate your access to the Service and/or terminate this Agreement if your Payment Method is declined or fails and your account therefore is delinquent. Charges to delinquent accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs.
Data Collection and Use
ENFORCEMENT AND TERMINATION OF SERVICES
We reserve the right to deny all or some portion of the Service to any user, in our sole discretion, at any time.
Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law. All grants of any rights from you to us related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.
LINKS AND THIRD-PARTY CONTENT
The Service may contain links. Such links are provided for informational purposes only, and we do not endorse any website or services through the provision of such a link.
The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties. We do not endorse any third party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by us.
DISCLAIMERS AND LIMITATION ON LIABILITY
EXCEPT WHERE NOT PERMITTED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.
USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIER (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WE SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither we nor any of the Related Parties shall be liable for (1) any damages in excess of $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
This limitation shall not apply to any damage that we cause you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.
SOME STATES, INCLUDING NEW JERSEY, MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.
You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you submit, post to or transmit through the Service, (b) your use of the Service, (c) your violation of the Agreement, and (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of Service.
DISPUTES, GOVERNING LAW AND JURISDICTION
You agree that any claim or dispute between us arising out of or relating in any way to your use of the Service or any service provided by us, will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of Delaware shall govern this Agreement, and shall be used in any arbitration proceeding.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address:
744 South Street #763
Philadelphia, PA 19147
Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. The location of arbitration shall be in New York, New York.
You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you agree that parties have each waived any right to a jury trial.
Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights, or for defense and indemnification as provided for herein.
To the extent arbitrations does not apply, you agree that any dispute arising out of or relating to the Services, or to us, may only be brought by you, and may be brought by us, in a state or federal court located in New York, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO JURISDICTION AND VENUE IN NEW YORK.
POLICIES FOR CHILDREN
The Service are not directed to individuals under the age of 13. You must be over the age of 13 to use the Service. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in accordance with the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your Internet Service Provider for more information.
Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.
Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.
Attorneys’ Fees. In the event that we bring any litigation in connection with this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices. All notices given by you or required under this Agreement shall be in writing and addressed to:
744 South Street #763
Philadelphia, PA 19147
Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.
ADDITIONAL TERMS APPLICABLE TO iOS-POWERED SOFTWARE
In the event that you use the Service through software operating on iOS, the following additional terms apply:
2. Your use of our iOS application is subject to the Usage Rules set forth in Apple’s then-current App Store Terms of Service.
3. You agree that Apple has no duty or obligation to provide support or maintenance services with respect to our iOS application.
4. To the maximum extent permitted by applicable law, Apple will have no warranty obligation with respect to our iOS application.
5. You agree that we, and not Apple, are responsible for addressing any claims by you or any third party relating to our iOS application or your possession and/or use of our iOS application, including, but not limited to: (i) product liability claims; (ii) any claim that the application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
6. You agree that Apple is not responsible for the investigation, defense, settlement and discharge of any third party intellectual property infringement claim related to our iOS application or your possession and use of our iOS application.
7. You agree to comply with all applicable third party terms of agreement when using our iOS application, such as the terms of your wireless carrier, where applicable.
If you believe in good faith that any material posted on or through our Service infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:
- A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed;
- Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
- Information reasonably sufficient to permit us to contact you;
- A statement that you have 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; and,
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:
Emile Technologies, Inc.
744 South Street #763
Philadelphia, PA 19147
COMPLAINT POLICY (INCLUDING TRADEMARK AND PRIVACY)
If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to email@example.com, containing the following information:
- Your name, physical address, e-mail address and phone number;
- A description of the material posted on the Site that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
- Identification of the location of the material on the Site;
- If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
- If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
- A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and,
- Your physical or electronic signature.
If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.