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TERMS OF USE FOR ENSIGHT TECHNOLOGIES, LLC

EFFECTIVE DATE: AUGUST 15, 2018.

Introduction Please read these terms of use (“Terms”) carefully before using our websites and any online services, software or apps (the “Service”) provided by EnSight Technologies, LLC, and/or its affiliates (collectively, “EnSight Technologies, LLC”, “we”, or “us” or “our”).  By visiting or otherwise using the Service in any manner, you agree to the then posted Terms and any applicable Additional Terms, to be bound by them, and that you have read and understood them.  You also acknowledge, agree and consent to our data practices as described in our Privacy Policy. These Terms affect your legal rights, responsibilities and obligations and govern your use of the Service, are legally binding, limit EnSight Technologies, LLC’s liability to you and require you to indemnify us and to settle certain disputes through arbitration.  If you do not wish to be bound by these Terms and any Additional Terms, do not use the Service and uninstall Service downloads and applications. Additional Terms In some instances, additional or different terms, posted on the Service, apply to your use of certain parts of the Service (individually and collectively “Additional Terms”).  To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.  Further, we may link to third party licensees to operate Third–Party Services (defined below) that may be operated using our name and brand, whose own terms and privacy policies apply to those services. Updates to these Terms and Additional Terms We may prospectively change these Terms and Additional Terms by posting new or changed terms on the Service as more fully explained in Section 11 Quick Links We have summarized some (but not all) of the main topics of these Terms below.  The complete provisions, and not the headings or summaries govern.
  • Grants and Limitations of Rights
    • We only grant you a limited revocable license to use the Service subject to rules and limitations.
    • You grant us a broad license to the content you submit.
    • Your use of our Service is subject to various restrictions designed to protect the Service and users.
  • Limitations on Your Remedies As permitted by applicable law, 
    • We disclaim most warranties and provide the Service “As Is”.
    • Our liability is greatly limited.
    • Your equitable or injunctive relief rights are limited.
  • Dispute Resolution
    • As permitted by law, you agree to arbitrate disputes and waive jury trial and class actions.
  • Availability of Service
    • We may change or discontinue our Service, or your right to access it, in whole or in part. More in Section 3.C.Our Service is intended for access from and use in the U.S.A.

1. OWNERSHIP AND YOUR RIGHTS TO USE THE SERVICE AND CONTENT.

  1. Ownership.  The Service and all of its content (“Content”), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by EnSight Technologies, LLC, our licensors, and certain other third parties.  All right, title, and interest in and to the Content and Intellectual Property available via the Service is the property of EnSight Technologies, LLC, our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. EnSight Technologies, LLC owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
  2. Your Rights to Use the Service and Content.
(i)        Your right to use the Service and content is subject to your strict compliance with these Terms and the Additional Terms. Your right to access and use the Service and the Intellectual Property shall automatically terminate upon any violations. These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advance notice or liability. As your right to access and use the Service and the content is personal to you, you may not assign nor transfer your right; any attempt to do so is void. You may, for your personal, non-commercial, lawful use only (collectively, the following are the “EnSight Technologies, LLC Licensed Elements”): (1) Display, view, use, and play the content on a computer, mobile or other internet enabled or permitted device (“Device”) and/or print one copy of the content (excluding source and object code in raw form or otherwise) as it is displayed to you; (2) Stream the content using any of the widgets and/or other digital streaming internet video players, if any, provided on the Service; (3) Subject to any applicable Additional Terms, if the Service includes a “Send to Friend,” social media sharing or similar tool that allows you to initiate and send to one of your friends a communication that includes content, or to post our content to Third-Party Services or your own site or online service, and the tool is operational, use the tool to do so; provided, however, that you not do so in any manner that violates applicable law or third party rights, reflects negatively on us, or violates the Terms or the Additional Terms; (4) Download, install and use one copy of any software, including apps, that we make available on or through the Service (“Software”) on your Device in machine-executable object code form only and make one additional copy for back-up purposes; provided, however, that you understand and agree that (i) by allowing you to download the Software, EnSight Technologies, LLC does not transfer title to the Software to you (i.e., you own the medium on which the Software is recorded, but the Software’s owner (which may be EnSight Technologies, LLC  and/or its third party Software licensor) will retain full and complete title to such Software); (ii) you may not copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software without the prior written consent of EnSight Technologies, LLC; (iii) you may not assign, rent, lease, or lend the Software to any person or entity and any attempt by you to sublicense, transfer, or assign the Software will be void and of no effect; and (iv) you may not decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law; (5) Obtain a registered personal account (and/or related username and password) on the Service and interact with the Service in connection therewith; (6) Link to the Service from a website or other online service, so long as: (a) the links only incorporate text, and do not use any EnSight Technologies, LLC names, logos, or images (b) the links and the content on your website do not suggest any affiliation with EnSight Technologies, LLC or cause any other confusion, and (c) the links and the content on your website do not portray EnSight Technologies, LLC or its products or services in a false, misleading, derogatory, or otherwise offensive manner, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to EnSight Technologies, LLC.  EnSight Technologies, LLC reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party; and (7) Use any other functionality expressly provided by EnSight Technologies, LLC on or through the Service for use by users, subject to these Terms (including, without limitation, functionality to create and/or  post User-Generated Content (as defined below)) and any applicable Additional Terms.
  1.         Rights of Others. In using the Service, you must respect the intellectual property and rights of others and EnSight Technologies, LLC.  Your unauthorized use of content may violate the rights of others and applicable laws, and may result in your civil and criminal liability.
  2. Reservation of all Rights Not Granted as to Content and Service.  These Terms and any applicable Additional Terms include only narrow, limited grants of rights to use and access the Service and content.  No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.  ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY US AND OUR LICENSORS AND OTHER THIRD PARTIES.  Any unauthorized use of any content or the Service for any purpose is prohibited.

2. CONTENT YOU SUBMIT

  1. User-Generated Content.
(i)        General.  EnSight Technologies, LLC may now, or in the future, offer users of the Service the opportunity to display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service, or on or in response to our pages or posts on any third party platforms or in connection with any of our promotions by any media or manner, or otherwise submit to us (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, responses, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding EnSight Technologies, LLC Licensed Elements included therein, “User-Generated Content” or “UGC”).  Except to the extent of the rights and license you grant in these Terms and, subject to any applicable Additional Terms, you retain whatever legally cognizable right, title, and interest that you have in your UGC. (ii)       Non–Confidentiality of Your User-Generated Content.  Except as otherwise described in the Service’s posted Privacy Policy, or any applicable Additional Terms, you agree that (a) your UGC will be treated as non-confidential and non-proprietary by us – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) to the maximum extent not prohibited by applicable law, EnSight Technologies, LLC does not assume any obligation of any kind to you or any third party with respect to your UGC.  Upon request, you will provide documentation necessary to authenticate rights to such content and verify your compliance with these Terms or any applicable Additional Terms.  You acknowledge that the Internet and mobile communications may be insecure and subject to breaches of security; according, you acknowledge and agree that your UGC is submitted at your own risk. In your communications with EnSight Technologies, LLC, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for menu items or names, websites, apps, software or otherwise (collectively, “Unsolicited Ideas and Materials”).  Any Unsolicited Ideas and Materials you submit are deemed UGC and licensed to us as set forth below.  In addition, EnSight Technologies, LLC retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials.  EnSight Technologies, LLC’s receipt of your Unsolicited Ideas and Materials is not an admission by EnSight Technologies, LLC of their novelty, priority, or originality, and it does not impair EnSight Technologies, LLC’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials. (iii)      License to EnSight Technologies, LLC of Your UGC.  Except as otherwise described in any applicable Additional Terms (such as a promotion’s official rules), which specifically govern the submission of your UGC, or in our Privacy Policy, you hereby grant EnSight Technologies, LLC, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your UGC (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.  Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such UGC and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any UGC for any purposes whatsoever, including developing, producing, and marketing products and/or services.  You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so.  In order to further effect the rights and license that you grant to EnSight Technologies, LLC to your UGC, you also, as permitted by applicable law, hereby grant to EnSight Technologies, LLC, and agree to grant to EnSight Technologies, LLC, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any UGC, without any obligation or remuneration to you.  Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any UGC, even if it is altered or changed in a manner not agreeable to you.  To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights.  You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 2.A(iii). (iv)      EnSight Technologies, LLC Exclusive Right to Manage Our Service.  EnSight Technologies, LLC may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your UGC, and EnSight Technologies, LLC may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of UGC without notice or any liability to you or any third party in connection with our operation of UGC venues in an appropriate manner.  Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms.  Such UGC submitted by you or others need not be maintained on the Service by us for any period of time, and you will not have the right, once submitted, to access, archive, maintain, change, remove, or otherwise use such UGC on the Service or elsewhere. (v)       Representations and Warranties Related to Your UGC.  Each time you submit any UGC, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any UGC you submit, and that, as to that UGC, (a) you are the sole author and owner of the intellectual property and other rights to the UGC, or you have a lawful right to submit the UGC and grant EnSight Technologies, LLC the rights to it that you are granting by these Terms and any applicable Additional Terms, all without any EnSight Technologies, LLC obligation to obtain consent of any third party and without creating any obligation or liability of EnSight Technologies, LLC; (b) the UGC is accurate; (c) the UGC does not and, as to EnSight Technologies, LLC’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the UGC will not violate these Terms or any applicable Additional Terms, or cause injury or harm to any person. (vi)      Enforcement.  EnSight Technologies, LLC has no obligation to monitor or enforce your intellectual property rights to your UGC, but you grant us the right to protect and enforce our rights to your UGC, including initiating actions in your name and on your behalf (at EnSight Technologies, LLC’s cost and expense, to which you hereby consent and irrevocably appoint EnSight Technologies, LLC as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
  1. Appropriate content and Alerting Us of Violations. We expect UGC to be appropriate for a general audience, but do not undertake to monitor it, and you consent to potentially encountering content you find offensive or inappropriate.  We may include venue and content rules as Additional Terms.  If you discover any content that violates these Terms or any applicable Additional Terms, then you may report it via our contact form.

3. SERVICE AND CONTENT USE RESTRICTIONS

  1. Service Use Restrictions.  You agree that you will not: (i) use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Intellectual Property; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to EnSight Technologies, LLC ; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Service by any means whatsoever or modify any Service source or object code or any Software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, EnSight Technologies, LLC, or other users of the Service; (vi) interfere with or circumvent any security feature (including any digital rights management mechanism, device or other content protection or access control measure) of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the content, or the UGC; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms or any applicable Additional Terms.
  2. Content Use Restrictions.  You also agree that, in using the Service, you: (i) will not monitor, gather, copy, or distribute the content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) will not frame or utilize framing techniques to enclose any such content (including any images, text, or page layout); (iii) will keep intact all Trademark, copyright, and other Intellectual Property and other notices contained in such content; (iv) will not use such content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) will not make any modifications to such content (other than to the extent of your specifically permitted use of the EnSight Technologies, LLC Licensed Elements, if applicable); (vi) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such content in any way for any purpose except as specifically permitted by these Terms or any applicable Additional Terms or with the prior written consent of an officer of EnSight Technologies, LLC or, in the case of content from a licensor, the owner of the content; and (vii) will not insert any code or product to manipulate such content in any way that adversely affects any user experience or the service.
  3. Availability of Service and Content.  EnSight Technologies, LLC, in its sole discretion without advance notice or liability, may immediately suspend or terminate the availability of the Service and/or content (and any elements and features of them), in whole or in part, for any reason, in EnSight Technologies, LLC’ sole discretion, and without advance notice or liability.

4. CREATING AN ACCOUNT AND ORDERS

  1. If you register with us or create an account, you are solely responsible and liable for the security and confidentiality of your access credentials and for restricting access to your Device and for all activity under your account. Passwords must be personal, unique username (or email address) that does not violate the rights of any person or entity, and is not offensive. We may reject the use of any password, username, or email address for any reason in our sole discretion. You are solely responsible for your registration information and for updating and maintaining it. You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security, but will remain responsible for any unauthorized use thereafter. You will not sell, transfer, or assign your account or any account rights.  Accounts may only be set up by the individual that is the subject of the account, and who is of the age of majority. We do not review accounts for authenticity, and are not responsible for any unauthorized accounts that may appear on the Service. For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate, without notice.  Additional accounts with Third-Party Services may be required to use Third-Party Services associated with our Service and changes to your account on our Service do not change your accounts on those services.
  2. If you order goods or services via the Service, or otherwise use the Service to transact, you are responsible for those orders and transactions, which may be subject to any Additional Terms applicable thereto.  Orders and transaction related to us, but made via Third-Party Services, may be subject also to the Third–Party Services’ own terms and privacy policies.

5. NOTICES, QUESTIONS AND CUSTOMER SERVICE

You agree that we may give you notices or otherwise respond to you by mail or to your email (if we have it on file) or in any other manner reasonably elected by us. If you have a question regarding the Service, you may contact EnSight Technologies, LLC Customer Support by sending an email. You acknowledge that we have no obligation to provide you with customer support of any kind and that customer service personnel cannot change or waive Terms or applicable Additional Terms.

6. PRODUCT SPECIFICATIONS; PRICING; TYPOGRAPHICAL ERRORS

We strive to accurately describe our products or services offered on the Service; however, we do not warrant that such specifications, pricing, or other content on the Service is complete, accurate, reliable, current, or error-free. As permitted by applicable law, in the event of any errors relating to the pricing, availability, or specifications, EnSight Technologies, LLC shall have the right to refuse or cancel any orders in its sole discretion. Your orders are offers to purchase subject to our acceptance, which we may reject or cancel subject to refund. If we charged your credit or other account prior to rejection or cancellation, we will reissue credit to your account. Additional Terms may apply. If a product you purchased or accepted from EnSight Technologies, LLC is not as described, as permitted by applicable law, your sole remedy is to return it, to cancel the purchase and receive a credit for the purchase price.

7. THIRD-PARTY SERVICES

  1. Third–Party Content and Sites.  The Service may contain third party plug-ins, applications, ads, tools and/or other content, and/or links to or from third-party websites or other services that are not owned, controlled or operated by EnSight Technologies, LLC, including services operated by licensors, licensees, and certain other third parties who may have business relationships with EnSight Technologies, LLC  (collectively, “Third-Party Services”).  We may also host our content, apps, and tools on Third-Party Services.  You may need a separate account on Third-Party Services to use them in connection with us.  EnSight Technologies, LLC may have no or limited control over the content, operations, policies, terms, or other elements of Third-Party Services, and does not assume any obligation to review them.  EnSight Technologies, LLC does not necessarily review, endorse, approve, or sponsor any Third-Party Services, or any third-party content, advertising, information, materials, products, services, or other items.  Furthermore, EnSight Technologies, LLC is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third-Party Services.  AS PERMITTED BY APPLICABLE LAW, WE WILL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR SPECIAL LOSS, OR OTHER DAMAGE, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, DEFAMATION, INFRINGEMENT OF COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS, CAUSED BY THE EXHIBITION, DISTRIBUTION, OR EXPLOITATION OF ANY INFORMATION OR CONTENT CONTAINED WITHIN THESE THIRD-PARTY SERVICES.  Any activities you engage in connected with Third-Party Services may be subject to that Third-Party Services’ privacy policy and terms of use which you should read before engaging in such activities.
  2.           Terms applicable for Apple IOS and Other Platforms and Devices.If you are accessing or using the Service through Apple, Android, or other third party platforms or services, those Third-Party Services’ own terms and policies apply to such access and usage.
  3. Dealings with Third Parties.  Any interactions, correspondence, transactions, or dealings you have with any third parties found on or through the Service (including on or via Third-Party Services) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like).  As permitted by applicable law, EnSight Technologies, LLC disclaims all liability in connection therewith.

8. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

  1. AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. To the fullest extent permissible by applicable law, EnSight Technologies, LLC and their direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “EnSight Technologies, LLC Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the Service, content, EnSight Technologies, LLC Licensed Elements, UGC or other EnSight Technologies, LLC products or services.
  2. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, ENSIGHT TECHNOLOGIES, LLC PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

9. LIMITATIONS OF OUR LIABILITY

  1.        AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY ENSIGHT TECHNOLOGIES, LLC PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, IN CONNECTION WITH, OR OTHERWISE DIRECTLY OR INDIRECTLY RELATED TO, WITHOUT LIMITATION, THE SERVICE, CONTENT, ENSIGHT TECHNOLOGIES, LLC LICENSED ELEMENTS, UGC OR OTHER ENSIGHT TECHNOLOGIES, LLC PRODUCTS OR SERVICES.
  2.        The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if EnSight Technologies, LLC Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
  3.        AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ENSIGHT TECHNOLOGIES, LLC PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID ENSIGHT TECHNOLOGIES, LLC IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).

10. UPDATES TO TERMS

  1. It is your responsibility to review the posted Terms and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF NEW TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE NEW TERMS FOR YOUR NEW USE AND TRANSACTIONS.  Any new Terms or Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you.  In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.  You can reject any new, revised or additional terms by discontinuing use of the Service.

11. GENERAL PROVISIONS

  1. EnSight Technologies, LLC Consent or Approval.  As to any provision in these Terms or any applicable Additional Terms that grants EnSight Technologies, LLC a right of consent or approval, or permits EnSight Technologies, LLC to exercise a right in its “sole discretion,” EnSight Technologies, LLC may exercise that right in its sole and absolute discretion.  No EnSight Technologies, LLC consent or approval may be deemed to have been granted by EnSight Technologies, LLC without being in writing and signed by an officer of EnSight Technologies, LLC.
  2. Indemnity.  As permitted by applicable law, you agree to, and you hereby shall, defend (if requested by EnSight Technologies, LLC), indemnify, and hold EnSight Technologies, LLC Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any EnSight Technologies, LLC Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your UGC; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any applicable Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) EnSight Technologies, LLC Parties’ use of the information that you submit to us (including your UGC) subject to our Privacy Policy(all of the foregoing, “Claims and Losses”).  You will cooperate as fully required by EnSight Technologies, LLC Parties, in the defense of any Claim and Losses.  Notwithstanding the foregoing, EnSight Technologies, LLC Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses.  EnSight Technologies, LLC Parties reserve the right to assume the exclusive defense and control of any Claims and Losses.  You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a EnSight Technologies, LLC Party. This section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.
  3. Operation of Service; Availability of Products and Services; International Issues.  EnSight Technologies, LLC controls and operates the Service from the U.S.A., and makes no representation that the Service is appropriate or available for use beyond the U.S.A.  If you use the Service from other locations, you are doing so on your own initiative and responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.
  4. Export Controls.  You are responsible for complying with all applicable trade regulations and laws both foreign and domestic.  Except as authorized by U.S. law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
  5. Severability; Interpretation.  If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the applicable Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the applicable Additional Terms.  To the extent permitted by applicable law, you agree to waive and will waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.
  6. Investigations; Cooperation with Law Enforcement; Termination; Survival. As permitted by applicable law, EnSight Technologies, LLC reserves the right, without limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any applicable Additional Terms, (iii) use any information obtained by EnSight Technologies, LLC in accordance with its Privacy Policyin connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any applicable Additional Terms, and (vi) discontinue the Service, in whole or in part, or, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.   Any suspension or termination will not affect your obligations to EnSight Technologies, LLC under these Terms or any applicable Additional Terms.  Upon suspension or termination of your access to the Service, or upon notice from EnSight Technologies, LLC, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any applicable Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to EnSight Technologies, LLC  in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
  7. Assignment.  EnSight Technologies, LLC may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice.  These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of EnSight Technologies, LLC.
  8. Complete Agreement; No Waiver.  These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service.  Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or EnSight Technologies, LLC in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
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