Terms

Proxense® LLC® WEBSITE Terms Of Use

Date of Last Revision: 9.12.11

Your access to and use of this website is subject to the following Terms of Use. Please read these Terms of Use carefully before accessing or using the website, so that you fully understand your rights and responsibilities. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

These Terms of Use (“Terms”) apply exclusively to your access to, and use of, the website of Proxense® LLC® (“Proxense®”), located at www.proxense.com (“Site”). These Terms constitute the entire agreement between you and Proxense® with respect to the subject matter contained in these Terms, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that such entity agrees to indemnify Proxense® for violations of these Terms.

Proxense® reserves the right to change these Terms at any time and in its sole discretion. Changes to the Terms of Use will be posted on the Site and shall be effective immediately upon posting to the Site, and you waive any right you may have to receive specific notice of such changes. By accessing the Site following the posting of changes to the Terms, you agree to all such changes. Therefore, you should frequently review the Terms to understand the terms and conditions that apply to your use of the Site. If you do not agree to the amended Terms, you must stop using the Site.
If you have any questions regarding use of the Site, please contact us.

[PRIVACY POLICY

Please refer to our Privacy Policy [insert link to Privacy Policy] for information on how Proxense® collects, uses and discloses personally identifiable information from its users

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated on the Site, the Site and all content and other materials on the Site, including, without limitation, all copyrightable text, audio, video, graphics, charts, photographs and icons, design, selection, and arrangement thereof in any medium on this Site (the “Site Materials”) are the proprietary property of Proxense® or its licensors or users and are protected by U.S. and international copyright laws.

You are granted a limited, non-sublicensable license to access and use the Site and electronically copy (except where prohibited without a license) and print hard copy portions of the Site Materials for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (a) any resale or commercial use of the Site or the Site Materials therein; (b) the collection and use of any product listings, pictures or descriptions; (c) the distribution, public performance or public display of any Site Materials; (d) modifying or otherwise making any derivative uses of the Site and the Site Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; or (g) any use of the Site or the Site Materials other than for its intended purpose. Any use of the Site or Site Materials other than as specifically authorized herein, without the prior written permission of Proxense®, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

[Note to Proxense®: As discussed, we understand that users are not currently permitted to post content to the Proxense® Site. If this changes, we should discuss including information in the Terms related to handling copyright complaints, including designation of a Proxense® agent to receive and monitor copyright complaints (designating an agent is required to receive safe harbor protection under the Digital Millennium Copyright Act, which protects online service providers from third party copyright infringement claims)]

“Proxense®,” [insert any other trademarks] the Proxense® logos and any other product or service name or slogan contained in the Site are trademarks of Proxense® and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Proxense® or the applicable trademark holder.

You may not use any metatags or any other “hidden text” utilizing “Proxense®” or any other name, trademark or product or service name of Proxense® without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Proxense® and may not be copied, imitating or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Proxense® names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
HYPERLINKS

You are granted a limited, non-exclusive right to create a text hyperlink to the Site for noncommercial purposes, provided such link does not portray Proxense® or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Proxense® logo or other proprietary graphic of Proxense® to link to this Site without the express written permission of Proxense®. Further, you may not use, frame or utilize framing techniques to enclose any Proxense® trademark, logo or other proprietary information, including the images found at the Site without Proxense®’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Proxense® or any third party.

Proxense® makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of Proxense® and Proxense® is not responsible for the content of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. Proxense® provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Proxense® of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

SUBMISSIONS

You acknowledge and agree that any materials, including, but not limited to, questions, comments, suggestions, ideals, plans, notes, drawings, original or creative materials or other information, regarding the Site, Proxense® or Proxense®’s products or services that are provided by you in the form of email or other submissions to Proxense®, or any postings on the Site, are non-confidential and shall become the sole property of Proxense®. Proxense® shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

NO WARRANTY

the site, the site materials contained therein and the services provided on or in connection therewith (the “services”) are provided by Proxense® on an “as is” basis without warranties of any kind, either express or implied. Proxense® disclaims all warranties, express or implied, with respect to the site, the site materials and any services provided in connection THEREWITH, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. No advice or information, whether oral or written, obtained by you from Proxense®, or in any other manner through this website, shall create any warranty. proxense does not represent or warrant that site materials or the services ArE accurate, complete, reliable, current or error-free. Proxense® does not represent or warrant that the site or its servers are free of viruses or other harMful components.

proxense is not responsible for typographical errors or omissions relating to pricing, text or photography. while proxense attempts to make your access and use of the site and the services safe, proxense cannot and does not represent or warrant that the site or its server(s) are free of viruses or other harmful components, therefore, you should use industry recognized software to detect and disinfect viruses from any download.

some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.

NO LIABILITY

In no event shall Proxense® or any of its officers, directors, employees, consultants or agents be liable for any direct, indirect, punitive, special, incidental, or consequential damages, or any other damages whatsoever, including, without limitation, damages for loss of use, data, information, profits or business interruption, arising out of or in any way related to the use or performance of this website or any linked website, to any information or products, services or anything else obtained through this website, or otherwise arising out of the use of this website, or to the inability to use the website, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to proxense’s records, programs or services, whether based in tort, contract, negligence, strict liability or otherwise, even if Proxense® has been advised of the possibility of damages. Your sole and exclusive remedy is to discontinue using this website. some jurisdictions doe not allow the limitation of liability in contracts with consumers, so some or all of these limitations or liability may not apply to you.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Proxense®, its officers, directors, employees, consultants and agents from any and all losses, expenses, third party claims, liability, damages and costs (including, but not limited to, attorneys’ fees) arising from (a) your use of the Site, (b) any Submission you provide, (c) your violation of these Terms, including, without limitation, your infringement of any intellectual property or other right of any person or Proxense®, (d) your violation of any rights of another, or (e) your conduct in connection with the Site. Some jurisdictions limit consumer indemnities, so some or all of the indemnity provisions above may not apply to you.

THIRD PARTY CONTENT; THIRD PARTY PRODUCTS AND SERVICES

The Site may contain information of third parties or links to third party websites (collectively, the “Third Party Content”). Proxense® does not monitor Third Party Content and Third Party Content is not under Proxense®’s control. Proxense® does not endorse any Third Party Content, and Proxense® disclaims any responsibility or liability for such Third Party Content. Users use such Third Party Content at their own risk.

Proxense® may run advertisements and promotions from third parties on the Site or may otherwise provide information about or links to third party products or services on the Site. Your business dealings and correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. Proxense® is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-Proxense® advertisers or third party information on the Site.

MODIFICATIONS TO SITE

Proxense® reserves the right to modify or discontinue, temporarily or permanently, the Site or any features or portions thereof without prior notice. You agree that Proxense® will not be liable for any modification, suspension or discontinuance of the Site or any part thereof.

INTERPRETATION AND DISPUTES

These Terms are governed by and construed in accordance with the laws of the United States and the State of Oregon, without regard to any conflict of laws provisions. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in Multnomah County, Oregon and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms. In the event of any dispute, the prevailing party shall be entitled to recovery of its reasonable attorneys’ fees and costs. If any provision of these Terms is deemed unenforceable or invalid by a court or arbitrator, then the court or arbitrator making such determination shall modify such provision to the minimum extent necessary so as to make it enforceable and valid; but if this cannot be done then the provision shall be severed and the remaining Terms shall be interpreted and read to give them maximum enforceability. Any cause of action or claim made by you or any other website viewer or user with respect to this website must be commenced within one year after the claim or cause of action arises.

TERMINATION

Notwithstanding any of these Terms, Proxense® reserves the right, without notice and in its sole discretion, to terminate your license to use the Site, and to block or prevent your access to any use of the Site.

QUESTIONS & CONTACT INFORMATION

Questions or comments about the Site or these Terms may be directed to Proxense® by emailing [insert contact email] or calling us at [insert contact phone number].

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