|The Letter of Agreement ("LOA") is a legally binding agreement made by and between Emergency Medicine Learning & Resource Center (EMLRC) and its affiliates, parent, divisions ("EMLRC", "we", "us" and "our"), and you, personally and, if applicable, on behalf of the entity for whom you are using this website (collectively, "you", "your", "yours"). This LOA governs your access to and use of http://emlrconline.org any other World Wide website owned, operated, licensed, or controlled by EMLRC (collectively, the "website") and the services offered by EMLRC on the website ("Services"), so please read them carefully. This LOA will also apply to all visitors, users, and others who access the website and use the Services ("Users").
INTERNET TECHNOLOGY AND APPLICABLE LAWS, RULES AND REGULATIONS CHANGE FREQUENTLY. ACCORDINGLY, EMLRC RESERVES THE RIGHT TO MAKE CHANGES TO THIS LOA AT ANY TIME. YOUR CONTINUED USE OF THE WEBSITE CONSTITUTES ASSENT TO ANY NEW OR MODIFIED PROVISION OF THIS LOA THAT MAY BE POSTED ON THE WEBSITE. We will post the amended LOA on this page and indicate at the top of the page the date the Agreement was last revised.
1. Using the Website.
(a) Eligibility. Except as expressly provided below, Services may only be used by individuals who can form legally binding contracts under applicable law. Without limitation, minors are prohibited from becoming Users and, except as specifically provided below, using fee-based Services. Your use of the Services will be deemed to be a representation that you are 18 years of age or older or otherwise are an entity that can form legally binding contracts under applicable law.
(b) Compliance. You must comply with all of the terms and conditions of this LOA, any policies referred to below or on the website, and all applicable laws, regulations and rules when you use the website.
(c) License and Restrictions. Subject to the terms and conditions of this LOA, you are hereby granted a limited, revocable, non-exclusive right to use the Services and the content and materials on the website in the normal course of your use of the website. You may not use any third party intellectual property without the express written permission of the applicable third party, except as permitted by law. EMLRC will retain ownership of its intellectual property rights and you may not obtain any rights therein by virtue of this LOA or otherwise, except as expressly set forth in this LOA. You will have no right to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit or sublicense from materials or content available on the website, than as may be reasonably necessary to use the Services for their intended purpose and except as expressly set forth in this LOA. You may not attempt to reverse engineer any of the technology used to provide the Services.
(d) Other Users. If you become aware of any conduct that violates this LOA, EMLRC encourages you to contact us:
3717 SOuth Conway Road
Orlando, FL 32812
EMLRC reserves the right, but will have no obligation, to respond to such communications.
(e) Mobile. EMLRC currently provides Services accessible on certain mobile devices for free, but please be aware that your carrier's normal rates and fees, such as text messaging and data fees, will still apply.
(b) Security. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will be unable to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
3. Our Content.
(a) Copyright. All materials on the website and available through the Services, including without limitation, the logos, design, text, graphics, audio clips, video clips, other files, and the selection, arrangement and organization thereof are owned by EMLRC, its licensors or other entities. Unauthorized use of such materials is strictly prohibited. © 2011 EMLRC. ALL RIGHTS RESERVED.
(b) Trademarks. Product names, logos, designs, titles, and words or phrases used on any EMLRC Website, including, without limitation, EMLRC, and EMLRC design marks (including, without limitation, the SHIELD Design) are owned by EMLRC, its licensors or other entities. All page headers, custom graphics, button icons and scripts are trademarks or trade dress of EMLRC. If you use such trademarks or logos, you must include appropriate attribution. All other trademarks, trade names and the like that appear on the website or the Services are the property of their respective owners. You may not use any of these trademarks, trade dress, or trade names, or any confusingly similar marks, dress or names, including without limitation as a part of any link, without express permission.
(c) Your Ideas. You may choose to or we may invite you to submit comments, testimonials, feedback, suggestions, ideas, and other submissions about the Services, including without limitation about how to improve the Services or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place EMLRC under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, EMLRC does not waive any rights to use similar or related ideas previously known to EMLRC, or developed by its employees, or obtained from sources other than you. Such disclosure, submission or offer of any Ideas shall, and hereby does, constitute a perpetual, royalty-free, worldwide, irrevocable license to us of all right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Ideas and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory. You should not submit any Ideas to us if you do not wish to license such rights to us. We are and will be under no obligation: (i) to maintain any Ideas in confidence; (ii) to pay to you or any third party any compensation for any Ideas; or (iii) to respond to any Ideas. You are and shall remain solely responsible for the content of any Ideas you make.
4. Intellectual Property Policy.
EMLRC respects the intellectual property rights of others and expects its users to do the same. EMLRC may remove content that in its sole discretion appears to infringe the intellectual property rights of others. In addition, EMLRC will, in its discretion, terminate the accounts of users who infringe the intellectual property rights of others. If you believe that a user of the website or the Services has infringed your copyrights, please notify EMLRC's Copyright Agent. If you believe that a user of the website or the Services has infringed your trademark/service mark rights, please notify EMLRC's Trademark Agent.
Reporting Claims of Copyright and Trademark/Service Mark Infringement
Report Claims of Copyright Infringement
EMLRC does not tolerate copyright infringement and will take immediate action to remove or block access to properly reported infringement. The Digital Millennium Copyright Act (17 U.S.C. §512, et seq.), also known as the DMCA, provides a procedure whereby a copyright owner can provide notice that its copyrights are being infringed on a website. If you believe that a user of the website or the Services is infringing your copyrights, you may report it to us using one of the methods outlined below. Please note that under §512(f) of the Copyright Act, if it is determined that the copyright holder misrepresents its claim regarding the infringement of the material that is the subject of a DMCA notification, the copyright holder becomes liable for any damages that resulted from the improper removal of the material.
Mail or Email a DMCA Notification - Notify EMLRC's Copyright Agent, and provide the information outlined below – please be aware that in order to effect proper notification under the DMCA, all of the information must be provided. If proper notification is not given, our Agent cannot act.
a) A physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual property right, for example, /John Smith/.
b) An identification of the intellectual property claimed to have been infringed.
c) A detailed description of the material that you claim is infringing, so that we may locate it, including the URL where the infringing material appears.
d) Your address, telephone number, and email address.
e) A statement by you that you have a good faith belief that the allegedly infringing use is not authorized by the intellectual property rights owner, its agent, or the law.
f) A statement, made under penalty of perjury, by you that the above information is accurate and that you are authorized to act on behalf of the owner of the intellectual property rights involved.
Send the notification to EMLRC's Copyright Agent at:
Effect of Proper DMCA Notification
When proper DMCA notification is received, the content alleged to be infringing will be removed or access to it disabled. The user who posted the material will be notified that a DMCA notification was submitted and that the content he posted has been removed or disabled. If the user requests such, a copy of the DMCA notification will be provided to him. The user may opt to file a counter-notification under the DMCA.
Counter-notification to DMCA Notification
Just as EMLRC does not tolerate copyright infringement, it does not tolerate false claims of infringement, either. If you believe that the content you posted on the website was removed because of mistake or misidentification, §512(g) of the DMCA provides that you may file a counter-notification disputing the removal of your content. Please note that if you do not own the copyrighted material in question, or you do not have permission from the owner to use it, you MUST NOT submit a counter-notification. Under §512(f) of the Copyright Act, any person who knowingly, makes material representations in a counter-notification may be subject to liability and the payment of damages, therefore, if you are not confident in your claims, we recommend that you seek legal advice before filing a counter-notification. If proper counter-notification is not received, our agent cannot act.
Proper counter-notification must include the criteria listed below.
a) Identify the material that was removed or to which access was disabled, and the location at which the material appeared before it was removed or access to it was disabled.
b) Provide your name, postal address, telephone number, and e-mail address.
c) Include a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address provided is located, or if your address is outside of the United States, for any judicial district in which EMLRC may be found, and that you will accept service of process from the person who provided the initial notification of infringement or an agent of such person.
d) Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the removed material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
e) Sign the paper or affix an electronic or digital signature to the communication, for example, /John Smith/.
Send the counter-notification to EMLRC's Copyright Agent at:
Effect of Proper DMCA Counter-notification
Upon receipt of a counter-notification in substantial compliance with the DMCA, EMLRC will provide the person who submitted the initial notification of claimed infringement with a copy of the counter-notification, including your personal information. By submitting a counter-notification, you consent to having your personal information shared in this manner. The counter-notification will not be shared with anybody but the original claimant.
After receipt of the counter-notification, EMLRC will generally replace the removed material and re-enable access to it not less than 10, nor more than 14 business days later, unless EMLRC's designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order regarding the removed material. If we receive notice that an action has been filed, we cannot restore the material. In appropriate circumstances to be determined at our discretion, we will terminate the accounts of repeat infringers.
Report Claims of Trademark/Service Mark Infringement
If you believe that a user of the website or the Services is infringing your trademark or service mark, you may report it to us using one of the methods outlined below.
Mail or Email a Notice of IP Infringement (non-copyright) - Notify EMLRC's Trademark Agent, and provide the information outlined below. Please note that our Trademark Agent needs all of this information in order to respond to your notice.
a) Provide your name, postal address, telephone number, and e-mail address.
b) Describe what rights are infringed.
c) State that you are the owner of such rights or a person legally-authorized to act on behalf of the owner.
d) Tell us where the infringing content appears on the website – include the specific URLs.
e) Tell us how the content you have identified infringes your rights.
f) If the trademark or service mark is registered, please provide the registration number(s) and the country(ies) in which it is registered.
g) Include a statement that you declare under penalty of perjury that all of the information contained in the notice is accurate and that the use of your intellectual property as described in the notice, in the manner complained of, is not authorized by the rights owner, its agent, or the law.
h) A physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual property right, for example, /John Smith/.
Send the notification to EMLRC's Trademark Agent at:
DISCLAIMER: THE INFORMATION PROVIDED HEREIN IS FOR INFORMATIONAL PURPOSES ONLY - IT IS NOT LEGAL ADVICE. IF YOU REQUIRE LEGAL ADVICE, CONSULT AN ATTORNEY.
6. Linking and Framing. You may not frame, inline link, or similarly display any EMLRC content or property, including, without limitation, the website.
7. Representations and Warranties. You represent and warrant to EMLRC that: (i)you have the full power and authority to enter into and perform your obligations under this LOA; (ii) your assent to and performance of your obligations under this LOA does not constitute a breach of or conflict with any other agreement or arrangement by which you are bound, or any applicable laws, regulations or rules; (iii) this LOA constitutes legal, valid and binding obligations on you, enforceable in accordance with its terms and conditions; (iv) you will not infringe the patent, copyright, trademark, trade secret, right of publicity or other intellectual property or proprietary right of any third party in your use of the website or the Services; and (v) you will comply with all applicable laws, rules and regulations in your use of the Services and the website, including this LOA.
8. Indemnification. You agree to defend, indemnify, and hold EMLRC and its employees, representatives, agents, attorneys, affiliates, directors, officers, users, managers and shareholders ("Indemnified Parties") harmless from any damage, loss, cost or expense (including without limitation, attorneys' fees and costs) incurred in connection with any claim, demand or action ("Claim") brought or asserted against any of the Indemnified Parties: (i) alleging facts or circumstances that would constitute a breach of any provision of this LOA by you, including violations of law or allegations of violation of privacy, publicity intellectual property rights related to User Created Content you submit, (ii) arising from, related to, or connected with your use of the website or the Services, (iii) any other party's access and use of the Services with your unique username, password or other appropriate security code. If you are obligated to provide indemnification pursuant to this provision, EMLRC may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limiting the foregoing, you may not settle, compromise or in any other manner dispose of any Claim without the consent of EMLRC.
9. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.
(a) DISCLAIMER OF WARRANTIES. EMLRC PROVIDES THE WEBSITE AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. EMLRC DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR SERVICES OR THEIR USE (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE, OR (V) THAERRORS WILL BE CORRECTED. EMLRC MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS LOA, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR WEBSITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELYRESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. EMLRC DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND EMLRC WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
(b) EXCLUSION OF DAMAGES. To the maximum extent permitted by applicable law, in no event shall EMLRC, its affiliates, associates, dealers, agents or suppliers be liable for any INDIRECT, EXEMPLARY, PUNITIVE, special, incidental or consequential damages whatsoever (including but not limited to damages arising from breach of contract, warranty, tort or strict liability for loss of profits, loss of data, loss of goodwill, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever), arising out of or in any way related to the use of or inability to use the website or services, regardless of the cause of action on which they are based, even if EMLRC or such other ENTITIES have been advised of the possibility of such damages.
(c) LIMITATION OF LIABILITY. IN NO EVENT WILL THE LIABILITY OF EMLRC IN CONNECTION WITH THIS LOA, THE WEBSITE OR SERVICES EXCEED $100.
(d) ADDITIONAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE OR IN OTHER JURISDICTIONS. BECAUSE SOME STATES OR JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, OR LIMITATIONS ON OR EXCLUSIONS OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE DEPENDING ON HER, HIS, OR ITS STATE OF RESIDENCE.
(e) International Use. The website and Services are controlled and operated from facilities in the United States. EMLRC makes no representations that the website and Services are appropriate or available for use in other locations. Those who access or use the website and Services from other jurisdictions do so by their own choice and are entirely responsible for compliance with local law, including but not limited to export and import regulations.
10. Force Majeure. EMLRC will not be liable for failing to perform under this LOA by the occurrence of any event beyond its reasonable control, including, without limitation, a labor disturbance, an Internet outage or interruption of service, a communications outage, failure by a service provider to EMLRC to perform, fire, terrorism, natural disaster or war.
11. Disputes. In light of EMLRC's substantial contacts with the State of Illinois, and your and our interests in ensuring that disputes regarding the interpretation, validity and enforceability of the LOA are resolved on a uniform basis, and EMLRC's execution of, and the making of, the LOA in Illinois, you agree that: (i) any claim, cause of action or dispute you have with EMLRC and any litigation involving any noncompliance with or breach of the LOA, or regarding the interpretation, validity and/or enforceability of the LOA, must be filed and exclusively conducted in the state or federal courts in DuPage County, Illinois; and (ii) the Agreement shall be interpreted in accordance with and governed by the laws of the State of Illinois, without regard for any conflict of law principles. You agree to submit to the personal jurisdiction of the state or federal courts in DuPage County, Illinois for these purposes.
12. Limitation of Actions. You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the website or Services, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.
13. Changes to the website or Service. EMLRC may, in its sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of the website or the Services, temporarily or permanently, at any time without notice to you, and EMLRC will not be liable for doing so. Without limiting the foregoing, if you do not agree with any changes made to the website you may terminate your account as set forth below.
(a) By EMLRC. EMLRC will have the right in its sole discretion, for any reason or no reason at all, without notice or liability to you or any third party, to terminate your account or your access to the website or Services, with or without cause. Such reasons may include, without limitation: (i) your breach of any part of this LOA, (ii) your violation of the rights of any third party; (iii) in the case of Services features that require payment, the invalidity of your credit card, your exceeding your credit card limit or "chargeback" of a fee or other payment; or (iv) your user account becoming inactive for an extended period of time.
(b) By You. If you are a User, you may terminate your account or your access for any reason at any time subject to this LOA.
(c) Effect of Termination. If your account is terminated, EMLRC may, in its sole discretion, delete any websites, files, graphics or other content or materials relating to your use of the website or Services on servers owned or operated for EMLRC or otherwise in its possession, and EMLRC will have no liability to you or any third party for doing so. Following termination, you will not be permitted to use the website or the Services. If your account or your access to the website or Services is terminated, EMLRC reserves the right to exercise whatever means it deems necessary to prevent unauthorized access to the website or the Services, including, but not limited to, technological barriers, IP mapping and direct contact with your Internet Service Provider (ISP). If your account is terminated, you must immediately pay EMLRC any fees that you owe it. Regardless of whether you have the right to access or use the website or the Services, this LOA will survive indefinitely unless and until EMLRC chooses to terminate it.
15. Notices and Electronic Communications. All notices required by or permitted to be given under this LOA will be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to EMLRC, you must use the address shown on the website. If EMLRC provides notice to you, EMLRC must use the contact information provided by you to EMLRC. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if delivery by U.S. Mail, on the date of receipt appearing on a return receipt card, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated. Each party agrees that any notice that it receives from the other party electronically satisfies any legal requirement that such communications be in writing.
16. Additional Terms. This LOA contains the entire understanding of you and EMLRC regarding the use of the website, and supersedes all prior and contemporaneous agreements and understandings between you and EMLRC regarding its subject matter. This LOA will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Illinois without reference to conflict of law principles. This LOA and all of your rights and obligations under them (including, without limitation, your usership, if any) will not be assignable or transferable by you without the prior written consent of EMLRC. No failure or delay by a party in exercising any right, power or privilege under this LOA will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this LOA. You and EMLRC are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this LOA. The invalidity or unenforceability of any provision of this LOA will not affect the validity or enforceability of any other provision of this LOA, all of which will remain in full force and effect.