Authorized User An employee, consultant, subcontractor, client or other person designated by eManager as a person who is permitted to use the Service in connection with a specific Project (“User”).
Licensee Any person or entity that uses the Service.
eManager A web-based software program (“Program” or “Service”). When referred to as an entity (“The Company”), eManager NYC.
License Term The period during which the User’s license is active, as indicated in the User’s Software License Agreement (“The Agreement”). Note that a User is typically covered by a software license agreement signed on their behalf by a representative of their company, a representative of the Administrating Company, or similar. The User is bound by this License Agreement.
Any Non-Human Visitors to these Websites shall be considered agents of the individual(s) who controls, authors or otherwise makes use of them. Such individual(s) shall be deemed responsible for the actions of their Non-Human Visitor devices in the same manner as if they personally visited the Website.
The Website is available only to individuals who are at least 13 years old. If you are not yet 13 years old, you must stop using the Website immediately or else provide eManager with written parental approval.
3. Grant of License (right to use service)
4. Special License Restrictions for Non-Human Visitors
A special restriction on a visitor’s license to access the Website applies to all Non-Human Visitors. Non-Human Visitors include, but are not limited to, web spiders, bots, indexers, robots, crawlers, harvesters, or any other computer programs designed to access, read, compile or gather content from the Website automatically.
Email addresses on eManager are considered proprietary intellectual property. It is recognized that these email addresses are provided for human visitors alone. You acknowledge and agree that each email address the Website contains has a value not less than US $50. You further agree that the compilation, storage, and/or distribution of these addresses substantially diminish the value of these addresses. Intentional collection, harvesting, gathering, and/or storing the Website’s email addresses is recognized as a violation of this agreement and expressly prohibited.
5. Ownership & Intellectual Property
You do not claim intellectual property right or exclusive ownership to any of our products or services, whether modified or unmodified. All products and services are the property of the The Creators. You acknowledge that (i) all right, title and interest in and to the Service, the Software and the Documentation, and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith, are and shall remain with eManager and/or its third party licensors; (ii) this Agreement conveys no right or interest in the Service, the Software or Documentation other than a limited right to use the Service in accordance herewith; (iii) the Service, Software and Documentation are protected by the copyright laws of the United States and international treaties; and (iv) eManager asserts that the Service, Software and Documentation embody valuable confidential and secret information of eManager, the development of which required the expenditure of considerable time and money.
This Agreement does not transfer from eManager to you any eManager or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with eManager. All rights and profits from eManager are to be directed through The Creators.
The web application, experimental iOS, and Android Applications are the property of The Creator. eManager, the eManager domain, the eManager logo, and all other trademarks, service marks, graphics and logos used in connection with eManager, or the Website are trademarks or registered trademarks of eManager or eManager’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any eManager or third-party trademarks.
Copyright Infringement and DMCA Policy
As eManager asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by eManager violates your copyright, you are encouraged to notify eManager. eManager will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of eManager or others, eManager may, in its discretion, terminate or deny access to and use of the Website. In the case of such termination, eManager will have no obligation to provide a refund of any amounts previously paid to eManager.
6. Your eManager Account and Site.
You are responsible, at Your expense, for obtaining and maintaining all of the hardware, software, internet and other services that You may need to use the Service. You are responsible for protecting and safeguarding any passwords, access codes, user ID’s or other login information (collectively, “Passwords”) that are provided to You or that are generated in connection with Your use of the Service. You (i) shall not attempt to copy, alter, modify, adapt, translate or create derivative works of the Software or Documentation; (ii) shall not attempt to reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of, the Software; (iii) shall not disclose or make any Password(s) available to any other person; and (iv) shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Service.
You may not interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper operation of the Service. You may not attempt to discover, access, read, alter, destroy, or damage any data or other information stored via the Service by any other party.
If you create a site with eManager, you are responsible for maintaining the security of your account and site, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the site. You must not describe or assign keywords to your site in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and eManager may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause eManager to be positioned for possible liability. You must immediately notify eManager of any unauthorized uses of your site, your account or any other breaches of security. eManager will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
Each site administrator(s) must be responsible for the content of their site. In particular, if you are a site administrator, you must make certain that no prohibited items such as spam, viruses or hate content appear on your site or get linked to/from your site.
Responsibility of Website Visitors
eManager has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, eManager does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Any user or site owner who finds content that is offensive, indecent, or otherwise objectionable, or content containing technical inaccuracies, typographical mistakes, or other errors has a responsibility to report such Content to eManager. In the same way, anyone who discovers Content on the Website that contains material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated, must report the same to eManager. Users agree to submit clear and concise data to the best of their ability. eManager disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
We have not reviewed, and cannot review, all of the material, including computer software, made available through the Websites and WebPages to which eManager links, and that link to eManager. eManager does not have any control over those non-eManager Websites and WebPages, and is not responsible for their contents or their use. By linking to a non-eManager Website or webpage, eManager does not represent or imply that it endorses such Website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. eManager disclaims any responsibility for any harm resulting from your use of non-eManager Websites and WebPages.
Responsibility of Contributors
If you operate a Website, comment on a Website, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, ‘Content’), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, computer software or any other type of electronic content. By making Content available, you represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not obscene, libellous, defamatory, hateful or racially bigoted, does not violate the privacy or publicity rights of any third party and is not otherwise unlawful;
- your site is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your site’s URL or name is not the name of a person other than yourself or company other than your own; and
- you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by eManager or otherwise.
- the costs shown on any page may not be accurate and the company nor the creator may be liable for any misinformation communicated.
- the creator is not liable for anything related to or created by eManager.
By submitting Content to eManager for inclusion on the Website, you grant eManager a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your site or Content. If you delete Content and advise eManager, eManager will use reasonable efforts to remove said Content from the Website (generally within two business days), but you acknowledge that caching and/or other references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, eManager has the right (though not the obligation) to, in eManager’s sole discretion (i) refuse or remove any content that, in eManager’s reasonable opinion, violates any eManager’s policy or is in any way harmful, unlawful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in eManager’s sole discretion. eManager will have no obligation to provide a refund of any amounts previously paid.
8. Use of Data
eManager reserves the right to anonymously aggregate data from your project site and use it for various studies, analysis and other purposes.
9. Fees and Payment
Fees are as outlined in your Software License Agreement. eManager will provide Invoices to the Administrating Company. All payment for the Service shall be via the Administrating Company.
Your project site will be deactived and the payment term ended when you notify eManager in writing that the project is complete. After the project site is deactivated, eManager will provide a copy of the database and files to the Administrating Company. eManager will continue to host your project site upon completion of the project for an additional fee.
eManager may, in the future, offer new features through the Website (including, the release of new tools, services and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Turner eManager reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes.
eManager is hosted on an outside host that has no relation to the Company or The Creator. eManager may experience intermittent down time without any notice. Any inconveniences will be addressed in a timely manner depending on circumstances. eManager is reliable on the hosts service and cannot be held responsible for any downtime.
eManager may terminate the Agreement if the User is in default of any of the terms and conditions of these Terms and Conditions or the Agreement and fails to correct such default within ten (10) days after written notice thereof from eManager; provided that, eManager can terminate the Website immediately as part of a general shut down of our service or other lawful reason.
Additionally, an account may be temporarily terminated pending a determination of the facts relating to a possible breach of this Agreement. Upon termination, all provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
14. Disclaimer of Warranties
The materials on eManager’s Website are provided ‘as is’. eManager makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, eManager does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet Website or otherwise relating to such materials or on any sites linked to this site.
Our products and services are provided ‘as is’ without warranty of any kind, either expressed or implied. In no event shall our organization (or any business or individual associated with eManager) be liable for any damages including, but not limited to, direct, indirect, special, punitive, incidental or consequential, or other losses arising out of the use of or inability to use our products or services.
15. Limitation of Liability
In no event will eManager, or its suppliers or licensors, or any individuals associated with those entities, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to eManager under this agreement during the twelve (12) month period prior to the cause of action. eManager shall have no liability for any failure or delay due to matters beyond their reasonable control.
16. General Representation and Warranty
You agree to indemnify and hold harmless eManager, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorney’s fees, arising out of your use of the Website, including but not limited to out of your violation of this Agreement.
18. Applicable Law and Jurisdiction
Each party agrees that any suit, action or proceeding brought by such party against the other in connection with or arising from the Terms of Service (“Judicial Action”) shall be governed by the law of the state of residence of the registered Administrative Contact (the “Admin State”) for the Website as such laws are applied to agreements between Admin State residents entered into and performed entirely within the Admin State. You consent to the jurisdiction of federal and state courts within the Admin State. You consent to the venue in any action brought against him in connection with breaches of these Terms of Service. You consent to electronic service of process regarding actions under the above agreement.
19. Records of Visitor Use and Abuse
You consent to having your Internet Protocol address recorded. An email address may appear immediately below (the “Identifier”) if we suspect potential abuse. The Identifier is uniquely matched to your Internet Protocol address. Visitors agree not to use this address for any reason.
VISITORS AGREE THAT HARVESTING, GATHERING, STORING, TRANSFERRING TO A THIRD PARTY OR SENDING ANY MESSAGE(S) TO THE IDENTIFIER CONSTITUTES AN ACCEPTANCE AND SUBSEQUENT BREACH OF THESE TERMS OF SERVICE.
The Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.
In the event any provision of the Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in force as if such provision were not a part.
This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by Licensee without the prior written consent of eManager.
23. Relationship of the Parties
Nothing in the Agreement shall be construed as making the parties partners or as creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any other obligations, express or implied, in the other party’s name or on its behalf.