LAST MODIFIED: August 25, 2021
These Terms of Use (“Terms”) govern your access to and use of our websites and other website(s), web applications, and mobile applications that reference these Terms, (collectively referred to as the “Site” or the “Sites”). The Sites are operated by Emit Imaging Inc. (“Emit Imaging,” “us,” “we” and/or “our”) through which Emit Imaging enables discovery by bridging the large gap between in vivo imaging and pathology. Our technology uniquely enables high resolution imaging combined with a whole body comprehensive 3D data set. This technology can dramatically increase the value of each sample in a multi modal study (collectively, with the Sites, the “Services”) to our Site visitors and users (“you”, “your”). Please read these Terms carefully. If you are accessing or using the site on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case references to “You” or “Your” in these Terms will refer to both the individual and any such company or legal entity using the Sites or any of the Services.
These Terms hereby incorporate by this reference the Privacy Policy (“Privacy Policy”) and any additional updates, revisions, supplements, modifications and additional rules, polices, terms and conditions (collectively referred to in these Terms as “Additional Terms”). Except as otherwise indicated, any reference herein to these “Terms” shall include the Privacy Policy and Additional Terms.
IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN THESE TERMS OF USE AND THE PRIVACY POLICY AND/OR ANY ADDITIONAL TERMS, THE FOLLOWING ORDER OF PRECEDENCE SHALL CONTROL: (A) THESE TERMS OF USE; (B) THE PRIVACY POLICY; AND (C) ANY ADDITIONAL TERMS.
Please read these Terms carefully. By (1) providing information to us (by any means, whether in correspondence, feedback, through the Services or otherwise), (3) signing these Terms, (4) accessing the Services, (5) or continuing to use the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. You “sign” and accept these Terms by clicking “I agree” on a registration creation screen or signing an applicable order form, proposal, statement of work, or other separate legal agreement (“Order Form”) that specifically references these Terms.
1. Changes
Emit Imaging may change these Terms at any time and from time to time by notifying you of such changes by any reasonable means, including by posting revised Terms on the Site. These changes will be effective immediately and incorporated into these Terms upon our publishing them to the Site, and we will update the effective date of these Terms. The “Last Modified” legend above indicates when these Terms was last changed. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes.
You are responsible for reviewing these Terms each time you use or access or use the Services. Your continued use of the Services following such notice will be deemed to conclusively indicate your acceptance of any and all such changes.
2. We May Discontinue the Site or the Services at any time.
Emit Imaging provides the Services for your general information only, and we may and at any time and without liability, modify, suspend, or discontinue, temporarily or permanently, the Services (including access to the Site via any third-party links), with or without notice to you; charge, modify or waive any fees required to use the Services; or offer opportunities to some or all users. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. We may refuse or restrict anyone from access to the Services at any time.
3. User Content
You may be able to post or submit certain content, including materials which may contain information that personally identifies you or someone else, send direct mail or email solicitations and other communications, or submitting feedback to us (“User Content”). You hereby grant Emit Imaging an irrevocable, non-exclusive, royalty-free and fully paid, worldwide, transferable license, with the right to sublicense through multiple tiers, to reproduce, distribute, modify, publicly display, publicly perform, prepare derivative works of, transmit, and otherwise use your User Content in any manner, for any purpose in accordance with our Privacy Policy. You represent and warrant that: (a) you have the right to grant the foregoing license; and (b) the User Content will not infringe, misappropriate, or violate any third-party rights (including any Intellectual Property Rights). For purposes of these Terms, the term “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights. You are solely responsible for your User Content. You must always get written permission from all persons named, identified, referred or alluded to, either explicitly or implicitly, in such User Content and, if required, provide us with such written permission upon our request. Except with respect to our service providers in their provision of services to us in connection with the Services, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of User Content. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.
4. License and Ownership
- As between you and Emit Imaging, you have and retain exclusive ownership of all your personal information and all Intellectual Property Rights contained therein.
- As between you and Emit Imaging, Emit Imaging has and retains exclusive ownership of the Services and all Intellectual Property Rights therein.
- You may suggest findings, inventions, improvements, discoveries, or ideas that Emit Imaging, at its sole option, may incorporate in the Services or in other products or services that may or may not be made available to you. You acknowledge and agrees that Emit Imaging may de-identify your data or personal information for our general business purposes, including to enhance the Services, and we have and retain exclusive and valid ownership of such de-identified data and all statistical information regarding your use of the Services and other statistical information that reasonably cannot be used to identify you, any employee or individual independent contractor of yours. You hereby assign to Emit Imaging any and all right, title, and interest in and to any such findings, inventions, improvements, discoveries, ideas, de-identified data, and statistical information; provided, however, that to the extent that any portion of the foregoing, or proprietary rights in or based upon the foregoing, is not assigned or assignable to Emit Imaging pursuant to this paragraph, you grant to Emit Imaging without any warranties whatsoever (all of which, express or implied, are disclaimed) a perpetual, irrevocable, worldwide, royalty-free, non- exclusive, transferable license to use, adapt, translate, create derivative works from, perform, display, make, have made, import, disclose, exploit, sublicense, and exercise the foregoing.
- Subject these Terms, Emit Imaging grants to you a non-exclusive, non-transferable (except as otherwise provided herein) license during the Term for you to access and use the Services for your internal business purposes.
5. User Content
(a) You represent, warrant, and agree that:
- you will not use the Services for any purpose or in any manner not specifically authorized by these Terms;
- you will not use the Services to do or promote anything that is unlawful, illegal, misleading, tortious, defamatory, or libelous;
- you will not attempt to gain unauthorized access to information, accounts, computer systems or networks retained on or connected to any server hosting the Services through hacking, password mining or any other means;
- you will not interfere with any third party’s use and enjoyment of the Services;
- you will not make copies, distribute, republish, download, display, post, or transmit any portion of the Services, create or recreate the source code for, or re-engineer, reverse engineer, decompile, or disassemble the Services that is computer software, or modify or create derivative works from or based upon any part of the Services, or combine or merge any part of the Services with or into any other software, document, or work;
- you will not remove, erase, or tamper with any legal notices, credits, copyright, trade names, logos, color schemes, service marks, slogans, other proprietary or trademark notice, or similar means of identifying products or services (collectively, the “Marks”), displayed, printed or stamped on, affixed to, or encoded or recorded in the Services, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to Emit Imaging’s rights in the Services;
- you will not sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess or utilize any portion of the Services;
- you will not use or access the Services in a manner that could damage, disable, overburden, or impair the server hosting the Services or the networks connected to any server hosting the Services;
- you will not assist any party in attempting to do any of the foregoing;
- you will comply with all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like, including privacy laws and intellectual property laws; and
(b) The Services are not intended for use by or availability to minors. By accessing or using the Services, you represent and warrant that you are at least 18 years of age and you agree to be bound by these Terms. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT ACCESS OR USE THE SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE ACCESS AND USE OF THE SERVICES.
(c) If you violate any guideline listed above, any other user guidelines posted on the Site, or these Terms, or Emit Imaging believes that any of your conduct or User Content is offensive or illegal, violates the rights of, harms, or threatens to harm third parties, or may create liability for Emit Imaging or third parties, Emit Imaging reserves the right (but is not obligated) to investigate and take appropriate legal action in its sole discretion, including removing content from the Services, notifying the appropriate authorities regarding the source of such content, cooperating with law enforcement authorities in prosecuting users who have participated in such violations, barring you from accessing the Services, and terminating your Account. Without limiting our rights and your limitations under these Terms, if you use, or attempt to use any of our Marks, the Services, or our copyrighted materials for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability.
(d) You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the Services.
6. Use and Access Outside the United States.
The Services are hosted in the United States and back up servers may be located outside of the United States. If you visit from the European Union or other foreign jurisdictions, please note that (a) we make no representations or warranties that the information, products or Services are appropriate for use or access or is available in other jurisdictions; and (b) these jurisdictions have laws governing data collection and use that may differ from United States law. You should be aware that if you transfer personal information to us through the Services, you are transferring such information to the United States and the United States does not have the same data protection laws as the European Union and some other regions. By providing personal information to us, you consent to the transfer of it to the United States and the use of it in accordance with the Privacy Policy.
7. Third Party Links
The Site may contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. We neither control nor endorse, nor are we responsible for, any External Sites, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of External Sites, or any intellectual property rights therein. In addition, the availability of any External Sites through the Services does not imply our endorsement of, or our affiliation with, any provider of such External Sites, nor does such availability create any legal relationship between you and any such provider. Please review carefully the External Sites policies and practices and make sure you understand them before you engage in any transaction. You should contact the site administrator or webmaster for those External Sites if you have any complaints, claims, concerns or questions regarding such links or any content located on such External Sites.
YOUR USE OF EXTERNAL SITES IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH EXTERNAL SITES (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH EXTERNAL SITES).
8. Representations and Warranties; Disclaimers
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE EXPRESS WARRANTIES AND EXPRESS REPRESENTATIONS OF EMIT IMAGING SET FORTH IN THESE TERMS ARE IN LIEU OF, AND EMIT IMAGING DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE SERVICES OR ANY PART OF THE FOREGOING, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT EMIT IMAGING KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE. WE DO NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, DELAY OR ERROR-FREE MANNER (INCLUDING, WITHOUT LIMITATION, ANY ERRORS, DELAY OR INTERRUPTIONS DUE TO PROBLEMS WITH COMMUNICATION LINES OR SYSTEMS, ACTS OF GOD OR FAILURE OF A TELECOMMUNICATIONS SERVICE PROVIDER TO PROVIDE CONNECTIVITY), OR THAT ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE SITE OR SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING VIRUSES. EMIT IMAGING EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON.
9. Indemnification.
To the fullest extent permitted under applicable law, you agree to indemnify, hold harmless, and, at our request, to defend Emit Imaging, its subsidiaries, affiliates, and our employees, directors, officers, shareholders, members, partners, successors, assignees, licensees, co-branding partners, agents, vendors, contractors and suppliers, and their respective successors and assigns (the “Indemnified Parties”), and their respective successors and assigns, from and against any and all Losses to the extent that such action is based on, arises out of , or relates to (a) your use of (or inability to use), or activities in connection with, the Services; (b) any violation or alleged violation of these Terms by you; or (c) any other activities of yours accomplished using the Services.
10. Representations and Warranties; Disclaimers
(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE INDEMNIFIED PARTIES WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR ANY DIRECT, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, GOODWILL, USE, LOSS OF OR DAMAGE TO DATA, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR OTHER INTANGIBLE LOSSES), WHETHER ARISING IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY THEREOF ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OR THE USE OF THE SERVICES OR ANY ASPECT OF THE SITE. IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THESE TERMS.
(b) TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES FOR ANY REASON AND UPON ANY CAUSE OF ACTION ARISING FROM OR RELATED TO THE SERVICES OR THE SUBJECT MATTER OF THESE TERMS, IN CONTRACT, STRICT LIABILITY WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY ($250) US DOLLARS. THESE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THESE TERMS.
(c) THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SERVICES, OR FROM ANY PRODUCTS OR EXTERNAL LINKS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
11. Termination; Suspension.
These Terms will remain in full force and effect while you use the Services. We may terminate these Terms or terminate or suspend your use of the Services at any time and without prior notice, for any or no reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, your right to use the Services will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete any user name, password or account, and all associated materials and User Content, without any obligation to provide any further access to such materials or User Content. Upon termination of your access to, and use of, the Services, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Services.
Any provision of these Terms which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms, will survive the termination or expiration of these Terms and continue in full force and effect thereafter.
12. Contact Us.
If you have a question or complaint regarding the Services or these Terms, please contact us by e-mail to info@emitimaging.com. You may also contact us in writing by mail at 875 Hollins Street, Suite 102B, Baltimore, MD 21201. Please note that e-mail and chat communications will not necessarily be secure; accordingly, you should not include personal information in your e-mail correspondence with us.
13. Other Provisions.
Nothing contained herein shall be deemed to create any agency, partnership, joint venture, or other relationship between the parties or any of their affiliates, and neither party shall have the right, power, or authority under these Terms to create any duty or obligation on behalf of the other party. These Terms constitute the entire agreement between you and Emit Imaging and govern your use of the Services, superseding any prior agreements between you and Emit Imaging (including, but not limited to, any prior versions of the Terms) and any prior representations by Emit Imaging. These Terms shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflicts of law principles and the venue for all disputes in respect of or arising out of these Terms or the transactions contemplated hereby shall be exclusively in the federal or state courts of in Baltimore County, Maryland. The parties expressly consent to the jurisdiction and venue of such courts and waive any claim that any such court is or would be an inconvenient forum. The failure of Emit Imaging to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the 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 the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought against Emit Imaging and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees, arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms for convenience only and have no legal or contractual effect.
