Terms of Use

RIMSYS INC. TERMS OF USE

 

Last modified: September 29, 2020

 

These terms and conditions of use (“Terms of Use”) cover your use of and access to the website located at https://rimsys.io/ (“Site”), which is owned and operated by Rimsys Inc. and its affiliates (collectively, “Rimsys”, “we”, “us”, or “our”).

 

Please read these Terms of Use carefully and in their entirety, as these Terms of Use include important information about your legal rights, remedies, and obligations. Feel free to contact us if you have any questions about these Terms of Use.

 

By using or accessing this Site, you are agreeing to these Terms of Use and our Privacy Policy. References to “you”, “your”, and similar terms are construed accordingly in these Terms of Use to mean users and visitors of this Site. If you do not agree to these Terms of Use, you should not use or access this Site.

 

This Site is not intended for medical emergencies or urgent situations. If you believe you have an emergency, call 9-1-1 immediately.

 

THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH IN THE SECTION ENTITLED “GOVERNING LAW AND DISPUTE RESOLUTION” BELOW, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST RIMSYS ON AN INDIVIDUAL BASIS, MEANING YOU CANNOT BRING CLAIMS AGAINST RIMSYS IN COURT, AND CONFIRMS YOUR AGREEMENT TO A CLASS ACTION WAIVER IN ARBITRATION. PLEASE READ IT CAREFULLY AS IT IMPACTS YOUR LEGAL RIGHTS.

 

  1. Terms Applicable to Specific Portions of the Site or Content

 

Some portions of the Site or Content (as defined below) provided on or through the Site may have additional rules, guidelines, license agreements, user agreements or other terms and conditions that apply to your access or use of that portion of the Site or Content.  When these portions are used, you agree to be further bound by the associated additional terms and conditions.  If there is a conflict or inconsistency between these Terms of Use and the rules, guidelines, license agreement, user agreement or other terms and conditions for a specific portion of the Site or for specific Content, the latter shall have precedence with respect to your access and use of that area of the Site or Content.

 

  1. Medical Information

 

This Site may contain general information related to medical conditions, their research, testing, and treatment, and other health care topics. Any such information is provided for informational purposes only and is not and should not be interpreted as medical advice or as a substitute for consultation with a physician or other qualified healthcare professional. You should always consult with a doctor or other healthcare professional for medical advice or information about diagnosis and treatment. The receipt of any Submissions (as defined below) does not create a professional relationship and does not create any privacy interests other than those that may be described in our Privacy Policy.

 

  1. User Conduct and Responsibilities

 

You are required to comply with all applicable federal, state, and local laws in connection with your use of this Site. As a condition of your use of this Site, you agree that you will not use this Site for any purpose that is unlawful or prohibited by these Terms of Use. You agree that you will only provide information in connection with any and all other uses of this Site that is true and accurate, identifies only you, and is not false, misleading, or otherwise an impersonation of any person or entity.

 

Additionally, you agree not to, without limitation: (a) use any content or information available on this Site for any unauthorized purpose; (b) interfere with or damage this Site or servers or networks connected to this Site or disobey any requirements, procedures, policies, or regulations of networks connected to this Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing of electronic mail address information, or similar methods or technology; (c) upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (d) upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; (e) upload, post, e-mail, or otherwise transmit any materials that you do not have a right to transmit under any law or under contractual or fiduciary relationships; (f) attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by this Site; (g) harvest or collect personal information about any other individual who uses this Site; (h) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including, but not limited to, such rights of third parties; or (i) assist any third party in engaging in any activity prohibited by these Terms of Use.

 

You represent, warrant, and agree that you will comply with the above acceptable use requirements. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation.

 

  1. Site Content and Intellectual Property Rights

 

This Site may contain text, images, software (together with any images or files incorporated in or generated by the software or data accompanying such software, “Software”), photographs, video, graphics, audio, features, data, designs, computer programs, source and object code, documentation, illustrations, animations, databases, logos, domain names, trade names, trade identities, and other such similar content (collectively, “Content”). Unless otherwise expressly identified, Content is owned by us or by our third-party licensors. Content may be protected by United States and international copyright, trademark, and other laws. You may browse this Site and download Content solely for your personal use, provided you keep intact all copyright and other proprietary notices. Except as expressly permitted, you may not modify, copy, reproduce, republish, upload, post, transmit, hyperlink to or from, or distribute in any way Content from this Site, including code and Software underlying this Site, nor may you sell, transfer, or otherwise use this Site or Content in commerce or for any public or commercial endeavor without our prior and express written consent. We may in our sole discretion make changes to Content at any time without notice.

 

Your use of Software is subject to all agreements such as a license agreement or user agreement that accompanies or is included with the Software, ordering documents, exhibits, and other terms and conditions that apply (“License Terms”). In the event that Software is provided on or through the Site and is not licensed for your use through License Terms specific to the Software, you may use the Software subject to the following: (a) the Software may be used solely for your personal, informational, noncommercial purposes; (b) the Software may not be modified or altered in any way; and (c) the Software may not be redistributed.

 

  1. Your Submissions

 

You may choose to submit questions, feedback, comments, suggestions, and other information through this Site or email (“Submissions”). By providing us Submissions you give Rimsys, its sub-licensees, and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any Submissions provided through this Site. You acknowledge and agree that this license includes a right for Rimsys to make such Submissions available to other companies, organizations, or individuals with whom Rimsys has relationships, and to use such Submissions in connection with any inquiries or comments.

 

  1. Privacy

 

Your privacy is very important to us. Please read our Privacy Policy for information on how your personal information provided in connection with your use of this Site will be handled. By accepting these Terms of Use you are also accepting the terms of the Privacy Policy, which are incorporated herein by reference for all applicable purposes.

 

  1. Third-Party Content and Websites

 

This Site may contain links, references, and other forms of connectivity to websites, platforms, and applications maintained and controlled by third parties (“Third Party Sites”). Inclusion of any link to Third Party Sites does not imply an endorsement or recommendation of any material, substance, information, practice, or the owner or proprietor of such Third Party Sites by Rimsys. Rimsys makes no representations or warranties of any kind as to the accuracy, currency, or completeness of any content or information contained in Third Party Sites and shall have no liability for any damages or injuries of any kind arising from such content or information contained in Third Party Sites. If you decide to access any Third Party Sites linked to by this Site, you do so entirely at your own risk. You should refer to the terms and policies of any Third Party Sites you use to determine your rights and responsibilities.

 

  1. Indemnity‍

 

You agree to defend, indemnify, reimburse, and hold harmless Rimsys and its parents, subsidiaries, shareholders, and affiliated entities, its third party contractors, and its and their respective members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees, and assigns from and against any and all liability, loss, damages, judgments, costs, and expenses (including reasonable attorneys’ fees, costs and expenses, and court costs) arising out of or related to: (i) your use of this Site and Content; (ii) your violation, breach, or alleged breach of these Terms of Use or our Privacy Policy; and (iii) your violation or alleged or threatened violation of any laws, rules, or regulations, or any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, defamation, right of privacy or publicity, or moral rights of any third party, arising from your Submissions.

 

  1. Disclaimer of Warranties

 

THIS SITE, INCLUDING ALL SOFTWARE, FUNCTIONS, MATERIALS, CONTENT, AND INFORMATION, IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. RIMSYS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, MERCHANTABILITY OF COMPUTER PROGRAMS, DATA ACCURACY, SYSTEM INTEGRATION, AND INFORMATIONAL CONTENT. RIMSYS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THIS SITE, THE USE, VALIDITY, ACCURACY OR RELIABILITY OF, OR THE RESULTS OF THE USE OF THE CONTENT ON THIS SITE OR ANY OTHER WEBSITES LINKED TO THIS SITE. CONTENT AND ANY OTHER MATERIALS OF THIS SITE MAY BE OUT OF DATE, AND RIMSYS MAKES NO COMMITMENT TO UPDATE CONTENT ON THIS SITE. RIMSYS DOES NOT AND CANNOT GUARANTEE OR WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING FROM THIS SITE, IF ANY, WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. RIMSYS DOES NOT WARRANT THAT THIS SITE OR ANY ASSOCIATED SOFTWARE, MATERIALS, CONTENT, OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THIS SITE OR ANY ASSOCIATED SOFTWARE, MATERIALS, CONTENT, OR SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RIMSYS OR THROUGH OR FROM THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

 

  1. Limitation of Liability

 

IN NO EVENT SHALL RIMSYS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE USE, INABILITY TO USE, OR RESULTING FROM THE USE OF THIS SITE, ANY WEBSITES LINKED TO THIS SITE, CONTENT, SOFTWARE, OR OTHER INFORMATION CONTAINED IN ANY OR ALL SUCH WEBSITES, INCLUDING WITHOUT LIMITATION, ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THIS SITE, WHETHER BASED ON WARRANTY, CONTRACTS, STATUTES, REGULATIONS, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF CONTENT OR OTHER INFORMATION FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THIS SITE, OUR CONTENT, OR THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS SITE.

 

  1. Governing Law and Dispute Resolution

 

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Delaware excluding its conflict of law rules.

 

Any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the Arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be New York, and the language of the arbitration shall be English.

 

You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall bear its own arbitration filing fees.

 

The arbitrator shall issue a reasoned award and shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs or to proceed ex aequo et bono. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

 

  1. No Agency

 

The parties do not intend by entering into these Terms of Use to create a partnership, joint venture, agency, or any other such relationship.  Nothing in these Terms of Use shall be construed to expressly or impliedly create such a partnership, joint venture, agency or other relationship and nothing in these Terms of Use authorizes you to make any contract, agreement, warranty, or representation on behalf of Rimsys.  Each of the parties warrants and represents that it has not and will not hold itself out as a representative, agent, servant, or employee of the other party for any purpose.  Each party assumes sole responsibility for fully complying with laws applicable to its own personnel, none of whom shall be deemed employees or agents of the other party.

 

  1. No Third Party Rights

 

Unless expressly stated in these Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, Rimsys, and our successors and assigns. Nothing in these Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you and Rimsys and our successors and assigns, nor shall any provision give any third parties any right of subrogation or action over against you, Rimsys, and our successors and assigns.

 

  1. Force Majeure

 

We will not be deemed to be in breach of these terms or liable for any breach of these Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, pandemics/epidemics, or other disaster.

 

  1. Assignment

 

Rimsys shall have the right to assign these Terms of Use in whole or in part to any person or business entity. You may not assign your rights or delegate your obligations under these Terms of Use without the prior written consent of Rimsys.

 

  1. Entire Agreement

 

These Terms of Use, together with our Privacy Policy, set forth the entire understanding and agreement of you and Rimsys as to the subject matter hereof and supersede all prior proposals, discussions, or agreements (oral and written) with respect to such subject matter. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Rimsys’ failure to act with respect to a breach by you or others does not waive Rimsys’ right to act with respect to antecedent, subsequent, or similar breaches.

 

  1. Modification

 

Rimsys reserves the right to modify these Terms of Use from time to time in its sole discretion, effective upon posting. In the event of such changes, we will post the changes on this Site and/or notify you via email. Any use of this Site after such changes shall be deemed an acceptance of those changes. You should periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound.

 

  1. Contact Us

 

If you have any questions regarding these Terms of Use, please contact us at letschat@rimsys.io.

 

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