These Terms and Conditions govern your use of the www.defenseopinion.com website, any other website with links to these Terms, and all mobile websites and applications associated therewith (collectively, the “Site”). The Site is owned and operated by EMR Content + Communications, Inc, (“EMR Content” or “we” or “us”). Unless explicitly stated otherwise, any new platforms, features or functionality made available to the public by EMR Content shall be subject to these Terms which constitutes a binding legal contract between you and us. By using the Site, you accept its terms.
These Terms include a class action waiver and a waiver of jury trials and require binding arbitration on an individual basis to resolve most disputes. These terms limit the remedies that may be available to you in the event of a dispute.
Please review our Privacy Policy, which is incorporated into these Terms by reference.
Intellectual Property
The materials used and displayed on the Site, including but not limited to text, software, photographs, graphics, illustrations and artwork, video, music and sound, and names, logos, trademarks and service marks, are the property of EMR Content or its affiliates or licensors and are protected by copyright, trademark and other laws. Any such content may be used solely for your personal, non-commercial use. You agree not to modify, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any such material without the written permission of EMR Content. EMR Content grants you a personal, non-exclusive, non-transferable, revocable license to use the Site and any materials on the site for non-commercial purposes subject to these Terms of Use.
Defense Opinion Trademarks and Logos
The terms Defense Opinion and DefenseOpinion.com and associated logos and all related names, logos, product and service names, designs and slogans are trademarks of EMR Content, or its affiliates or licensors. You may not use such marks without the prior written permission of EMR Content. All other names, logos, product and service names, designs and slogans on the Site are the trademarks of their respective owners.
Links
You may establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of or affiliation with you or your site by us, unless otherwise agreed in writing.
No Framing
You may not, without our prior written permission, frame any of the content of the Site, or incorporate into another website or other service any material, content or intellectual property belonging to us or affiliate companies, or any of their licensors.
About our Contributors
EMR Content seeks out content providers in particular subject matters as independent contractor contributors to the Site. EMR Content does not represent or guarantee that any contributor has achieved any particular level of expertise or knowledge or has any specific qualifications or credentials, without limitation, as to the subject matter to which their contributions relate. To the extent we refer to each of these contributors as an expert, you must understand we rely on the information they provide us and we are not obligated to independently verify or attempt to confirm any information they provide, nor their qualifications or credentials. EMR Content also is not obligated to monitor or independently research or verify any content they contribute. Contributors, even if characterized as expert, are not employees of EMR Content or its affiliates and EMR Content cannot and does not represent or warrant the accuracy, completeness or truthfulness of the qualifications or credentials of any contributor, nor of any other users of the Site.
Please do not rely on Site content, including content from our independent contractor contributors. Content is the opinion of the contributor only and is provided for general information purposes only. You acknowledge and agree that any reliance or actions you take in violation of your agreement with us shall be at your sole and exclusive risk and EMR Content shall have no responsibility or liability to you whatsoever. You also acknowledge and agree that communications on or through the Site, whether with content providers or other users, are at your own risk.
Content Providers
For any content that you submit, you expressly grant EMR Content a world-wide, royalty-free, non-exclusive, irrevocable and perpetual license to use, reproduce, modify, adapt, publish, translate, incorporate into other works, distribute, perform, and display such content, in whole or in part in any form, media or technology now known or later developed. You also grant us the royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You also agree that we, including our Third Party Providers, may identify you as the author of any of your postings by name, email address or screen name as we see appropriate. We also reserve the right (but assume no obligation) to delete, move, or edit any User Content that comes to our attention that we consider unacceptable or inappropriate, whether for legal or other reasons.
EMR Content reserves the exclusive right to remove or permanently delete any content from the site without notice. EMR Content also reserves the exclusive right to terminate or restrict your access to a service if your use may violate any laws, regulations or rulings, infringe upon another person’s rights or violate the terms of this policy. If EMR Content becomes aware of any breach of this policy or the foregoing rules EMR Content will investigate and may work with law enforcement authorities in such investigations and for the purpose of prosecuting offenders.
Registering
You may choose to register with the Site to access certain features. Registration may require you to provide personally identifying information such as your name, address and email address, and also may ask you to provide certain demographic information such as your gender and date of birth. You agree that you will register only if you are 13 years or older (or 16 years or older if you are in the European Economic Area). You agree to provide true, accurate, current and complete information about yourself as prompted by the applicable registration form, and you will update your information to keep it true, accurate, current and complete. Your account is nontransferable except with EMR Content’s written permission and consistent with our policies and procedures. If we have reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, we reserve the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). Our use of any personally identifiable information you provide to us as part of the registration process is governed by the terms of our Privacy Policy.
Termination
You agree that, in our sole discretion, EMR Content may terminate your registration, account or use of the Site (in whole or in part) and remove and discard any User Content for any reason, including, without limitation, due to discontinuance of a service or for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. You agree that we shall not be liable to you or any third-party for any termination of registration, account or use of the Site, or any removal of any User Content.
Prohibited Uses of the Site
You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:
- In any way that violates any applicable federal, state, local or international law or regulation.
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
- To impersonate or attempt to impersonate EMR Content, an EMR Content employee, another user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm EMR Content or users of the Site or expose them to liability.
Additionally, you agree not to:
- “Scrape” or disaggregate data from the Site (whether by manual or automated means) for any commercial, marketing, or data compiling or enhancing purpose.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site.
- Otherwise attempt to interfere with the proper working of the Site.
Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote or assist any unlawful act.
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, harass, embarrass, alarm or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Promote commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if that is not the case.
Indemnification
You agree to release, defend, indemnify and hold EMR Content and our affiliates, licensors and other partners, and the directors, officers, agents and employees of each, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your misuse of the Site, your User Content, your violation of these Terms, or your violation of any rights of another. You shall cooperate fully and reasonably in the defense of any such claim. EMR Content reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to release, defend, indemnify and hold EMR Content and our affiliates, licensors and other partners, and the directors, officers, agents and employees of each, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your violation of these Terms.
If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
Warranty Disclaimer
Your use of the Site is at your sole risk. The Site and all materials, information and services available through it are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied. EMR Content, our affiliates, agents and licensors cannot and do not warrant the accuracy, completeness, currentness, noninfringement, merchantability or fitness for a particular purpose of the materials, information and services available through the Site, nor do we guarantee that the materials, information or services will be error-free, secure or continuously available, or free of viruses or other harmful components. We make no warranty that (i) the Site will meet your requirements, (ii) the results that may be obtained from the use of the Site will be accurate or reliable, (iii) the quality of any products, services, information, or other material purchased or obtained by you through the Site will meet your expectations, or (iv) any errors in the Site will be corrected. Any material downloaded or otherwise obtained through the use of the Site is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that may result.
EMR Content does not endorse and is not responsible for the accuracy or reliability of any opinion, advice or statement on the site. The information, facts, and opinions provided are no substitute for professional advice, guidance or information.
Liability Disclaimer
Under no circumstances shall EMR Content or our affiliates, agents or licensors be liable to you or anyone else for any damages, including, without limitation, liability for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if we have been advised of the possibility of such damages, resulting from (a) your use of, or inability to use, the Site, or (b) any materials, information and services available through the Site. Because some states do not allow the exclusion or limitation of certain categories of damages, the above limitation may not apply to you. In such states, our liability and the liability of our affiliates, agents and licensors is limited to the fullest extent permitted by such state law. The foregoing limitation of liability does not apply to residents of the state of New Jersey.
Arbitration Agreement
You are required to arbitrate disputes with EMR Content and limits the manner in which you can seek relief from us.
(a) Scope of Arbitration Agreement. You agree that any dispute or claim against EMR Content or its affiliates, subsidiaries, owners, officers, directors, employees, agents or representatives relating in any way to your access or use of the Site, to any products or services sold or distributed through the Site, or to any other aspect of your relationship with EMR Content will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or EMR Content may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
(b) Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. Please reach out to us at eric@emrcontent.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with EMR Content, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
(c) Arbitration Rules and Forum. You and EMR Content agree that these Terms affect interstate commerce, and this Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Eric Rosenberg, EMR Content + Communications, Inc, 3033 Wilson Blvd., STE E, Box 145, Arlington, VA 22201. The arbitration will be conducted by JAMS under its rules and pursuant to the terms of these Terms. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. Where required by law, EMR Content will pay your JAMS’ filing, administrative, hearing, and/or other fees, subject to reimbursement from you if the arbitrator finds your claims frivolous. Likewise, EMR Content will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You are responsible for your own attorneys’ fees unless applicable law provides otherwise. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone and/or based on written submissions, or in person in the country where you live or at another mutually agreed location. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the Commonwealth of Virginia, United States of America. You and EMR Content further agree to submit to the personal jurisdiction of any federal or state court in the Commonwealth of Virginia in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.(d) Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement and these Terms including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and EMR Content. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and EMR Content.
(e) Waiver of Jury Trial. You and EMR content waive any constitutional and statutory rights to sue in court and receive a judge or jury trial. You and EMR Content are instead electing to have claims and disputes resolved by arbitration, except as specified in subsection (a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is limited.
(f) Waiver of Class or Consolidated Actions. All claims and disputes within the scope of this arbitration agreement must be arbitrated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor EMR Content is entitled to arbitration. Instead, all claims and disputes will then be resolved in a court as set forth in the section below entitled “Miscellaneous.”
(g) Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor EMR Content can force the other party to arbitrate. To opt out, you must notify EMR Content in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: EMR Content + Communications, Inc, 3033 Wilson Blvd., STE E, Box 145, Arlington, VA 22201, Attn Eric Rosenberg. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with us.
(g) Survival. This Arbitration Agreement will survive any termination of your relationship with EMR Content.
(h) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if EMR Content makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to us. EMR Content will provide thirty (30) days’ notice of any changes affecting the substance of this Arbitration Agreement by posting on these Terms of Service, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on these Terms of Service or sent to you.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Modification” is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration Agreement,” and the court or arbitrator shall apply the first Arbitration Agreement section in existence after you began using the Site.
Waiver and Severability
No waiver by EMR Content of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of EMR Content to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use constitute the sole and entire agreement between you and EMR Content with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.
Modifications to the Site
EMR Content reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that EMR Content shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.
DMCA Policy
EMR Content deals with copyright infringement in accordance with the Digital Millennium Copyright Act (DMCA). You may not post, upload, or otherwise place any content or information on the Site that belongs to a third party, unless you have the legal right to do so. If you believe in good faith that your copyrighted work has been reproduced on our Site without authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent either by mail to our Copyright Agent: Davis + Gilbert LLP, 1675 Broadway, New York, NY 10019. To be effective under the DMCA, notification of claims of copyright infringement by third parties must be a written communication to the Site’s Designated Agent that includes:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. 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;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Site to locate the material;
4. Information reasonably sufficient to permit Site to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
It is the policy of EMR Content to disable the accounts of users who repeatedly post infringing material on the Site.
Licensed & Third-Party Content
The Site may provide, or third parties may provide, links to other websites or resources. Because EMR Content has no control over such sites and resources, you agree that EMR Content is not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, including, without limitation, advertising, products, or other materials, on or available from such sites or resources. You further acknowledge and agree that EMR Content shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, products, materials, goods or services available on or through any such site or resource. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
EMR Content disclaims all warranties and conditions with regard to content provided by third parties including third party content and content on third party links, including all implied warranties of merchantability, fitness for a particular purpose and non-infringement.
General Practices Regarding Use and Storage of Content
You acknowledge that EMR Content may establish general practices, limits and restrictions concerning use of the Site, and the posting of content. These restrictions may include a limit on the number of days that submitted content will be displayed on the Site and/or retained by us, the maximum disk space that will be allotted on our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Site in a given period of time. EMR Content assumes no responsibility or liability for the deletion, corruption or loss of any content, or for our failure to receive or store submitted content for any reason, including without limitation malfunctioning of any network, hardware or software. We reserve the right to change these general practices, limits and restrictions at any time, in our sole discretion, with or without notice.
Miscellaneous
Governing Law and Venue
These Terms have been made in and shall be construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and EMR Content agree that all claims and disputes arising out of or relating to these Terms or your use of the Site will be litigated exclusively in the state or federal courts located within the Commonwealth of Virginia.
No Waiver
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Validity
Subject to section (e) of the Arbitration Agreement, if any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one year after such claim or cause of action arose or be forever barred.
No Third-Party Beneficiaries
Except as explicitly provided herein, there are no third-party beneficiaries to these Terms.
Entire Agreement
These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by EMR Content on the Site, shall constitute the entire agreement between you and EMR Content concerning the Site.
How to Contact Us
This Site is owned and operated by EMR Content + Communications, Inc. All feedback, comments, requests for technical support and other communications relating to the Site should be directed to eric@emrcontent.com or mailed to 3033 Wilson Blvd., STE E, Box 145, Arlington, VA 22201.
