Marpe Online Terms and Conditions of Use Agreement PLEASE READ THESE ONLINE TERMS AND CONDITIONS OF USE (THE “AGREEMENT”) CAREFULLY. BY ACCESSING, USING, OR DOWNLOADING MATERIALS FROM THIS WEBSITE, AS WELL AS ANY OTHER SOCIAL MEDIA APPLICATION DEVELOPED BY MARPÉ, LLC OR OFFERED THROUGH THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS JUST AS IF YOU HAD SIGNED THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT OR IF THE CONTENT OF THESE SITES IS ILLEGAL IN THE COMMUNITY WHERE YOU CURRENTLY RESIDE, DO NOT USE THIS WEBSITE.
Marpé, LLC and its related companies (collectively, the “Company”) is the owner of this website (the “Website”). This Website provides certain services (as defined below) and contains information, including without limitation, all text, all messages, graphics, photographs, graphs, proprietary trademarks and service marks, sounds, data, images, audio, page headers, software (including HTML and other scripts), buttons, video, and other icons, and the arrangement and compilation of this information (collectively, the “Information”) that is either owned or licensed by the Company. Your use of this Website and access to the services and Information is expressly conditioned upon your agreement that all such access and use shall be governed by all of the terms and conditions set forth in this Agreement.
All educational materials on this website are provided for informational purposes only. The materials are not intended to replace medical advice from your personal physician. If you have a medical condition, please consult with your health care professional or practitioner. Any product sold or recommended on this website are not intended to diagnose, treat, cure, or prevent any disease. BY ACCESSING INFORMATION OR PURCHASING PRODUCTS FROM THIS WEBSITE, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS MARPÉ, LLC AND ITS MEMBERS, MANAGERS, OFFICERS, AND EMPLOYEES (“INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, CLAIMS BASED UPON THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY WEBSITES LINKED TO THE WEBSITE. In addition, access to certain areas of the Website may also be governed by other terms and conditions. In the event of a conflict between the terms and conditions set forth below and those necessary to access restricted portions of the Website, the ones governing the restricted portions of the Website will govern your access to such areas and any transactions conducted while in such restricted areas, and these terms and conditions will apply where there is not a conflicting provision. In addition, you hereby acknowledge and agree as follows:
- License Grant. Company grants you a limited, worldwide, non-exclusive, revocable, and non-transferable license to use this Website for your personal, non-commercial use, unless otherwise specified. The Information may not be transferred, shared with or disseminated to anyone for any purpose which is inconsistent with the purpose of the Website, or to facilitate unfair competition with the Website, or which is inappropriate obscene or unlawful under applicable US or international law, including the laws of copyright. This license does not include any resale or commercial use of any Marpé, LLC Information, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any Marpé, LLC Information or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
- Description of Services. The Company also provides certain products and informational, educational services through the Website (the “Services”) to you (“you” or “user” or “subscriber”), subject to the terms of this Agreement, and the rules that may be published from time to time by the Company. The Company currently offers the Services to users who agree to abide by (i) the terms and conditions of this Agreement and (ii) any guidelines posted on the Company network of sites. The Company reserves the right to change the nature of this relationship at any time without notice to you. The Company may discontinue its Services or operation of the Website at any time. You agree that the Services may include certain communications from the Company, such as service announcements and administrative messages, and that these communications are considered part of the Company membership and you may not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, shall be subject to the Agreement.
- Your Profile, Uploads and Other Content. You warrant that all material you upload to your profile on these sites is: (i) True and accurate, your own property or property that you have the right to upload; (ii) Not harmful, offensive, discriminatory to other users of the Website; and (iii) free from virus, worm, trojan horse or any other malicious code that may cause harm to the Website or member computers. If you post or otherwise submit material or other content on the Website, unless indicated otherwise, you grant Marpé, LLC a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, create derivative works from, distribute, and display such material and/or content throughout the world in any media.
- Use Restrictions. Notwithstanding the foregoing license grant, you may not resell, redistribute, broadcast or transfer the Information or use the Information in a searchable, machine-readable database or file except through authorized access to the Website. Unless separately and specifically authorized in writing by the Company, you may not rent, lease, sublicense, distribute, transfer, copy, reproduce, publicly display, publish, adapt, modify, create derivative works, store or time-share the Website, any part thereof, or any of the Information received or accessed therefrom to or through any other person or entity. Access to the Website without the authorization of Company is strictly prohibited. You agree to use the Website, the Information and the Services for lawful purposes only. You agree not to use the Services or post or transmit any information through the Website which (1) infringes the rights of others or violates their privacy or publicity rights, (2) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, (3) is protected by copyright, trademark or other proprietary right without the express written permission of the owner of such right, (4) which is used to unlawfully collude against another person in restraint of trade and competition, (5) contains unauthorized or malicious software, such as viruses. Company reserves the right to block your use and/or access to the Services or the Website for any communication it deems as offensive, abusive or objectionable. You shall be solely liable for any damages resulting from any infringement of copyright, trademark or other proprietary right, or any other harm resulting from your use of the Services, Website or Information.
- Linking. You may not use any of Company’s proprietary logos, marks, or other distinctive graphics, video or audio material in your links, without the Company’s express written permission, which the Company may withhold in its sole discretion. You may not link in any manner reasonably likely to: 1) imply affiliation with or endorsement or sponsorship by Company; 2) cause confusion, mistake or deception; 3) dilute Company’s trademarks or service marks; or 4) otherwise violate state or federal law. In addition, you may only link to the home page of the Website, unless otherwise authorized in writing by Company.
- Modification. Company reserves the right to modify the terms and conditions of this Agreement at any time, and from time to time. Such modifications may include, without limitation, implementation of user priorities, implementation of rules for use by you, modifications or amendments to this Agreement and discontinuance of functional aspects of the Website. Company may also add, withdraw or modify Information within the Website or Services provided through the Website at any time in its sole discretion. All such modifications shall be displayed online, and such display shall constitute effective notice under this Agreement on the day Company places them on the Website. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions, and that you are legally bound by same if you use or access the Website as the same may then be revised.
- Password Security and Disclosure. Upon registration for any Services with the Company on this Website, you will receive a password and account designation. You are responsible fully for all activities that occur under your password or account. If, at any time, you are issued an account designation and/or password or other positive identifiers of the user issued and authorized by Company and you learn or suspect that such identifiers have been disclosed or otherwise made known to any person other than yourself, you agree to immediately notify Company and to confirm such notice in writing within seventy-two (72) hours. Upon receiving such notice, Company may assign a new account designation and/or password to you within a reasonable period of time. Reissuance and reactivation of such identifiers may be subject to the Company’s discretion and standard charges.
- Delays in the Services. Neither Company nor any of its licensors (including its and their officers, directors, employees, affiliates, agents, representatives or subcontractors) shall be liable for any loss or expense resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war or other like causes beyond the reasonable control of Company. Company shall have no responsibility to provide you access to the Services or the Website due to any of the above listed causes.
- Termination. Termination or cancellation of this Agreement shall not affect any right or relief to which Company may be entitled, at law or in equity, which shall survive any such termination, including, without limitation, the provisions relating to Limited Warranty, Limitation of Liability, Indemnification, Governing Law and Venue, Copyright and Trademark and General. Upon termination of this Agreement, all rights granted to you will terminate and revert to the Company. This Agreement and the license rights granted hereunder shall remain in full force and effect unless terminated or canceled immediately by Company for any of the following reasons; 1) if you fail to make any payment when due; 2) any unauthorized access or use of the Website by you; 3) if you assign or transfer (or attempt to assign or transfer) any rights granted to you under this Agreement; 4) if you fail to abide by the rules and regulations relating to the use of, or tamper with or alter any of the Services provided and the Information contained in, or accessed through, the Website; 5) if you transmit or receive any Information using the Services of the Website (or cause the same) in violation of this Agreement (Company, at its sole discretion, shall determine whether any information transmitted or received violates this provision); or 6) if you violate any of the other terms and conditions of this Agreement.
- Monitoring. You acknowledge that Company reserves the right to, and may from time to time, monitor any and all Information transmitted or received through the Website of any other means or communications channels. Company, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any Information which Company deems inappropriate or that violates any term or condition of this Agreement. During monitoring, Information may be examined, recorded, copied, and used for authorized purposes. Use of the Website by you, authorized or unauthorized, constitutes consent to such monitoring. Any Information or material that in the Company’s sole opinion is inappropriate, offensive, or illegal will be refused. Any Information or material that is called to the Company’s attention after being approved that it finds inappropriate, offensive or illegal will be removed without notice.
- Equipment and Operation. You shall provide and maintain all telephone and other equipment necessary to access the Website, and the costs of any such equipment and/or telephone connections or use, including any applicable taxes or similar fees or charges, shall be borne solely by you. You shall reimburse Company for any such costs incurred by Company due to use of the Website by you. You are responsible for operating your own equipment and for familiarity with the Information used with or available through the Website. Company reserves the right to refuse assistance or to charge additional fees if you seek assistance from Company with respect to such Services and/or Information or any other matters not directly relating to the operation of the Website. You understand and agree that the Services are provided “AS-IS” and that the Company assumes no responsibility for the timeliness, deletion, mis-delivery, failure or errors related to the any communications distributed by the Company to you. You are responsible for obtaining access to the Services and that such access may involve payment of third party fees (such as Internet service provider fees, telecommunication fees or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of any communications to you. In addition, you must provide and are responsible for all equipment necessary to access the Services.
- Limited Warranty. You acknowledge that certain Services, Information and links provided through the Website are compiled from sources which are beyond the control of Company. Though such Information is recognized by the parties to be generally reliable, the parties acknowledge that inaccuracies may occur, and that Company and its licensors do not warrant the accuracy or suitability of the Information. FOR THIS REASON, YOU ACKNOWLEDGE THAT THE SERVICES, WEBSITE AND INFORMATION ARE PROVIDED TO YOU ON AN “AS IS, WITH ALL FAULTS” BASIS. COMPANY AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. FURTHER, COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE SERVICES, WEBSITE OR INFORMATION WILL MEET YOUR REQUIREMENTS, ARE SUITABLE FOR YOUR NEEDS OR IS COMPOSED OF A LEVEL OF QUALITY REQUIRED TO MEET YOUR SATISFACTION. EACH CLAIM OR STATEMENT ABOUT THE EFFECTIVENES OF MARPÉ, LLC’S PRODUCTS AND/OR EACH CLAIM OR STATEMENT COMPARING THE EFFECTIVENESS OF MARPÉ, LLC’S PRODUCTS TO THE EFFECTIVENESS OF OTHER PRODUCTS IS EXPRESSLY LIMITED TO THE UNITED STATES. Under this Agreement, you assume all risk of errors and/or omissions in the Website, the provision of Services and Information, including the transmission or translation of Information. YOU HEREBY ASSUME ALL RESPONSIBILITY (AND THEREBY HOLD COMPANY HARMLESS), BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS, FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
- Limitation of Liability. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Services, the Website and Information, and for maintaining any means which you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Information provided under this Agreement. YOU AGREE THAT COMPANY AND ITS LICENSORS (INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR CONTRACTORS) SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE AND INFORMATION FOR ANY PURPOSE WHATSOEVER. IF THE ABOVE LIMITATIONS OF LIABILITY SHOULD FAIL IN THEIR ESSENTIAL PURPOSE FOR ANY REASON, SUCH LIABILITY IS AND SHALL BE LIMITED TO $100.00 AS LIMITED DAMAGES AND NOT AS A PENALTY EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. THE PROVISIONS CONTAINED IN THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
- Indemnification. YOU SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY, ITS LICENSORS AND THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES (THE “COMPANY PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, DEMANDS, OPPORTUNITY COSTS, SUITS, LIABILITIES, FINES, PENALTIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES) (COLLECTIVELY, “CLAIMS”) OF WHATEVER KIND, CHARACTER OR NATURE BROUGHT BY OR ON BEHALF OF ANY PERSON THAT ARISE OUT OF, ARE RELATED TO OR ARE IN CONNECTION WITH THIS AGREEMENT OR YOUR ACCESS OR USE OF THE SERVICES, WEBSITE OR INFORMATION, EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE JOINT, SOLE OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO THE COMPANY PARTIES.
- Attorney’s Fees. If Company takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, including collection of any amounts due hereunder, Company shall be entitled to recover from you (and you agree to pay), in addition to all sums to which it is entitled or any other relief, at law or in equity, reasonable and necessary attorney’s fees and any costs of any litigation.
- Governing Law; Limitations; Venue. This Agreement shall be governed by the laws of the State of Texas, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Services, Website or Information contemplated by this Agreement must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued. Further, any such claim or cause of action shall be brought EXCLUSIVELY in the state or federal courts located in Dallas, Dallas County, Texas. You agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Texas as your agent for service of process. You agree to waive any objection that the state or federal courts of Dallas County, Texas, are an inconvenient forum. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either party against the other on any matter whatsoever arising out of or in connection with this Agreement or the relationship of the parties created hereby.
- Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any unenforceable provision will be replaced by a mutually acceptable provision which comes closest to the intention of the parties at the time the original provision was agreed upon.
- U.S. Government Restricted Rights. The Information on this Website is provided with “RESTRICTED RIGHTS.” Use, duplication or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgement of Company’s proprietary rights in them.
- Copyright, Patent and Trademark Notice. Copyright 2013 Marpé, LLC All rights reserved. The Website and Information is the valuable, exclusive property of Company or its licensors and nothing in this Agreement shall be construed as transferring or assigning any such ownership rights to you or any other person or entity. The Information is protected by contract law and various intellectual property laws, including domestic and international copyright laws. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Information. Company, its associated logos, and all page headers, custom graphics, buttons and other icons are service marks, trademarks, registered service marks or registered trademarks of Marpé, LLC or its affiliates. All other product names and company logos mentioned on the Website or Information are trademarks of their respective owners.
- Notice and Procedure for Copyright Infringement Claim. Company, pursuant to 17 U.S.C. Section 512, as amended by Title II of the Digital Millennium Copyright Act (the “Act”), reserves the right, but not the obligation, to terminate your license to use the Website or Information if it determines in its sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. Company accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512(c), Company has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. Company designated agent to receive notification of claimed infringement is:IP Compliance Officer Marpé, LLC email@example.com In addition, any written notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right, should be sent to the Company designated agent, listed above, and must include the following information: A. A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed. B. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. Similarly for other types of infringing materials, a list of such materials. C. Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory 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. D. Information reasonably sufficient to permit us to contact you, such as your address, telephone number and/or electronic mail address. E. 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 or other proprietary right owner, its agent or the law. F. 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 or on behalf of the person defamed.
- Assignments. You may not assign any of your rights, obligations, privileges, or performance hereunder without the prior written consent of Company. Any assignment by you other than as provided for in this Section 22 shall be null and void for all purposes.
- General. Marpé, LLC believes that the information contained on the Website is accurate and reliable; however, errors sometimes occur. Marpé, LLC will attempt to promptly update information that we find to be incorrect. This Agreement constitutes the entire agreement between You and Us and it supersedes all prior or contemporaneous communications, promises and proposals, whether verbal, written or electronic, between you and Us with respect to this Website and information, software, products and services associated with the Website. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted to you by this Agreement are reserved by Marpé, LLC. If you use this Service in an inappropriate manner or in any way that violates this Agreement, your use of this Website may be limited or terminated, both in Marpé, LLC’s sole discretion.