Last revised: September 23, 2019
You may only use this Site and any materials found in this Site (including, but not limited to, any images, logos, designs, insignia, marks, pictures, sounds, text, messages, tools, software, technology, products, files, information, data, demos, promotional materials, audiovisual and multimedia works and any other items or expressions) (collectively, "Materials") in accordance with the terms and conditions of this Agreement, and you agree to comply with these terms and conditions at all times.
Limited License. Subject to the terms and conditions of this Agreement, ESM.one grants you a non-exclusive, non-transferable license, to access and use this Site for your personal use only. Such license is subject to this Agreement and does not include: (a) any commercial use of the Site or the Materials therein; (b) the distribution, public performance, public display, making publicly available, or other unauthorized exploitation of any Materials; (c) modifying or otherwise making any derivative uses of the Site or the Materials, or any portion thereof; (d) downloading (other than the page caching) of any portion of the Site, the Materials or any information contained therein, except as expressly permitted on the Site; or (f) any use of the Site or the Materials other than for their intended purposes. Any use of the Site or the Materials other than as specifically authorized herein, without the prior written permission of ESM.one, 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 this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. ESM.one may revoke this license at any time.
ESM.one reserves all rights in and to the Materials not expressly granted herein. Subject to ESM.one’s policies governing the use of its intellectual property, as applicable, you may not: (i) use or transmit any Materials on or to any other Web site or network; (ii) modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any Materials; (iii) reproduce any Materials other than as specified above; (iv) distribute, license, rent, sell, lease or otherwise transfer any Materials; or (v) remove, obscure or alter any notice of copyright or other proprietary notices present on or in any Materials.
You represent, warrant and covenant that: (i) you will comply with all applicable laws, regulations and orders of any governmental authority in your use of this Site and the Materials (including, without limitation, all export control laws, regulations, and orders); (ii) you are not located in, under the control of, or a national or resident of any country to which export of any Materials is prohibited by U.S. law, regulation or order; and (iii) you will not upload or otherwise transmit to this Site any software or other materials that: (a) contain any viruses or other harmful code; (b) violate, misappropriate or infringe any patent, copyright, trademark, trade name, trade dress, trade secret, right of publicity, right of privacy, moral right, right of attribution or integrity or any other intellectual property right or proprietary right (collectively, "Proprietary Rights") of any person or entity; or (c) contain any material that is libelous, defamatory or portrays any person in a false light.
All right, title and interest in and to this Site, the Materials and all associated Proprietary Rights are owned by ESM.one or its licensors, and no ownership of any of the foregoing items is transferred to you by virtue of this Agreement or ESM.one's permitting you to use the Site.
While ESM.one welcomes your comments and feedback regarding its products and services, ESM.one does not accept or consider any materials for use in any of its products or services which have not been specifically requested by ESM.one. In the event that you post or upload any content to the Site (“User Content”), you understand and agree to the following terms:
You hereby grant to ESM.one a perpetual, irrevocable, worldwide, fully paid up, non-exclusive, sub-licensable, right and license to exploit the User Content and all elements thereof, in any and all media, formats and forms, known now or hereafter devised. ESM.one shall have the unlimited right to copy, reproduce, fix, modify, adapt, translate, reformat, prepare derivatives, add to and delete from, rearrange and transpose, manufacture, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, make publicly available, publicly perform, provide access to, broadcast, and practice the User Content as well as all modified and derivative works thereof and any and all elements contained therein, and use or incorporate a portion or portions of the User Content or the elements thereof in conjunction with or into any other material. In the event you upload or otherwise transmit to ESM.one any concepts, ideas, or feedback relating to ESM.one’s products or services, you shall not be entitled to any compensation for any such submission, unless expressly agreed between you and ESM.one, and ESM.one may freely use any such submission in any manner it deems appropriate. Any such submission by you shall not create any contractual relationship between you and ESM.one. Except to the extent that any such waiver is prohibited by law, you hereby waive the benefit of any provision of law known as "moral rights" or "droit moral" or any similar law in any country of the world. You represent and warrant that the User Content does not infringe upon the copyright, trademark, patent, trade secret or other intellectual property rights of any third party. You further represent and warrant that you will not use or contribute User Content that is unlawful, tortious, defamatory, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist or otherwise objectionable or inappropriate. ESM.one may remove any User Content and any related content or elements from the Platform at its sole discretion.
THIS SITE AND ALL MATERIALS IN THIS SITE ARE PROVIDED “AS IS” AND ALL USE IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ESM.one DISCLAIMS, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND LIABILITIES OF ESM.one, WHETHER EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THIS SITE AND ANY MATERIALS IN THIS SITE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT ESM.one DOES NOT REPRESENT OR WARRANT THAT THIS SITE WILL BE ACCESSIBLE WITHOUT INTERRUPTION OR THAT THIS SITE, ANY MATERIALS IN THIS SITE, OR THE SERVER THAT MAKES THIS SITE AVAILABLE ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS OR OMISSIONS OR FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
To the extent permitted by applicable law, in no event will ESM.one be liable, whether in contract, warranty, tort, product liability, strict liability or other theory, to you or any other person or entity for any damages (including, without limitation, any indirect, incidental, special or consequential damages) arising out of or in connection with any use of, inability to use or results of use of this Site or any Materials on or in this Site, even if ESM.one or its representative has been advised of the possibility of such damages.
You agree to defend and indemnify ESM.one, its parent, subsidiaries, licensors and affiliates against and from any third party claims, liabilities, losses, injuries, damages, costs or expenses incurred by ESM.one arising out of or from your use of the Site.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without reference to its choice of law rules. The competence to adjudicate any disputes arising out of this Agreement or relating to this Agreement accrues to the (appropriate) U.S. court.
No failure or forbearance on ESM.one’s part to exercise its rights or insist upon performance of your obligations hereunder is to be construed as a waiver or relinquishment of those or any other rights or obligations in that or any other instance; rather, the same shall remain in full force and effect.
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, such provision shall be narrowed in scope or otherwise amended to the extent necessary to make such provision lawful, valid and enforceable while as nearly as possible reflecting the intent of the parties as expressed in this Agreement, or, if such amendment is impossible, severed from this Agreement. No amendment or severing of any provision of this Agreement shall affect the validity or enforceability of any remaining provisions.
This Agreement constitutes the entire agreement between you and ESM.one relating to the subject matter hereof. ESM.one may, from time to time, change, modify or update this Agreement, and the revised Agreement will apply prospectively. For easier reference, ESM.one will change the “Last revised” date above.
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