The following Website Terms and Conditions (the "Agreement") governs your use of the website located at www.imagn.com (the "Website"), which is owned and operated by Imagn Content Services, LLC ("Imagn," "we," "our" or "us"). Your use of the Website constitutes your acceptance of this Agreement. Your acceptance of this Agreement provides you with a limited right to access and use the Website, which is freely revocable at any time, with or without cause, and with or without notice, by Imagn.
Except as explicitly permitted by this Agreement and our Editorial Use License Agreement (a copy of which you should review by clicking here), no design elements of the Website nor any text, photos, graphics materials and/or other information provided on the Website (collectively, the "Materials") may be copied, reproduced, modified, published, broadcast or redistributed directly or indirectly in any manner or medium whatsoever without the prior written consent of Imagn, which may be withheld for any reason or no reason at all. All Materials provided on the Website are either owned by or licensed to Imagn. Imagn and its licensors retain all intellectual property and proprietary rights to the Materials. Neither the Materials nor any portion thereof may be used by any person or entity for commercial use.
All copyrights in the Materials are owned by Imagn or its licensors to the fullest extent provided under the United States Copyright laws and all international copyright laws. All rights in the company names, trade names, logos and designs of all Imagn or its licensors, whether or not appearing in large print or with the trademark symbol, belong exclusively to Imagn or its respective owners, and are protected from reproduction, imitation, dilution or confusing or misleading uses under national and international trademark laws. The use or misuse of any copyrights or trademarks is expressly prohibited and nothing stated or implied on the Website confers on you any license or right under any copyright or trademark of Imagn or any third party.
The Website and the Materials are intended for customers of Imagn. You may not use the Website or the Materials for any purpose not related to your business with Imagn. Any use of the Website or the Materials or any of its functionality for a purpose not permitted by this Agreement is grounds for the immediate revocation of any usernames, passwords or other permissions that may have been granted to you by Imagn for use of the Website.
Imagn reserves the right to amend this Agreement at any time. You are bound by any such revisions and should therefore periodically visit this page to review the then-current Website Terms and Conditions to which you are bound. Your use of the Website after the posting of modifications to this Agreement will constitute your acceptance thereof. If, at any time, you do not wish to accept this Agreement, you may not use the Website.
We reserve the right to allow, deny or rescind permission to link to the Website from any other website, and to require termination of any link to the Website, for any reason whatsoever, in our sole and absolute discretion.
The Website may contain links to other websites ("Linked Websites"). The Linked Websites are not under the control of Imagn, and Imagn is not responsible for the contents of the Linked Websites, including without limitation, links contained on Linked Websites or any changes or updates to the Linked Websites. Imagn provides Linked Websites to you only as a convenience, and the inclusion of any such Linked Websites is not an endorsement by Imagn in favor of any company offering products or services on the Linked Websites.
You are required to comply with all applicable rules, regulations and laws in connection with your use of the Website, and such further limitations as may be set forth in any written or on-screen notice from Imagn. As a condition of your use of the Website, you represent and warrant that you will not use the Website for any purpose that is unlawful or prohibited by this Agreement.
Imagn may offer you an opportunity to transmit Materials or other information through the Website. You shall be responsible for, and shall assume all liability with respect to, any Materials or other information you transmit through the Website.
You agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Website that: (i) infringes in any way on any intellectual property or proprietary rights of others or on the privacy or publicity rights of others; (ii) is unlawful, profane, vulgar, sexually explicit, obscene, defamatory, threatening, harassing, abusive, racist, hateful, slanderous, embarrassing or otherwise objectionable or that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, as determined by Imagn in our sole discretion; (iii) constitutes advertisements or solicitations of business, surveys, contests, chain letters or pyramid schemes; or (iv) contains viruses, trojan horses, worms, time bombs or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.
You further agree not to: (i) use any incomplete, false or inaccurate biographical information or other information; (ii) delete or revise any material or other information of any other user of the Website; (iii) harvest, collect or send information about other users without their consent; (iv) take any action that imposes an unreasonable or disproportionately large load on the Website's infrastructure; (v) allow any other person or entity to use your username or password; (vi) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Website; or (vii) access data not intended for you or log into a server or account that you are not authorized to access.
Imagn may investigate occurrences that may involve violations of the foregoing prohibited uses and conduct, and may solicit, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Consequently, such violations may result in civil or criminal liability.
If you believe that your work has been copied and is accessible on the Website in a way that constitutes copyright infringement, please provide Imagn with the following information: (i) identification of the copyrighted work claimed to have been infringed; (ii) identification of the allegedly infringing material on the Website that is requested to be removed; (iii) your name, address and daytime telephone number, and an email address if available, so that we may contact you if necessary; (iv) a statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent or law; (v) a statement that the information in the notification is accurate, and under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed; and (vi) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement.
Upon receipt of such a statement, Imagn reserves the right to remove any Materials which infringe the copyright of any person or entity under the laws of the United States. United States law provides significant penalties for submitting such a statement falsely. Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2), we have designated an agent to receive notifications of claimed copyright infringement relating to the Website. All notifications relating to the Website must be submitted to Imagn, 1675 Broadway, 21st Floor, New York, NY 10019, Attn: Internet Dept.
Registration may be required for the use of certain portions of the Website. Your registration shall not impose any duty on us to provide any particular service to you.
In the event registration is required for the use of certain portions of the Website, your username and password will be your identity for purposes of interacting with the Website. You shall keep confidential, shall not disseminate, and shall use solely in accordance with this Agreement, your username and password for the Website. You shall immediately notify Imagn if you learn of or suspect: (i) any loss or theft of your username or password; or (ii) any unauthorized use of your username or password or of the Website. In the event of such loss, theft or unauthorized use, Imagn may impose on you, in Imagn\'s sole discretion, additional security obligations.
If any unauthorized person obtains access to the Website as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition and shall promptly inform Imagn thereof. You shall also cooperate and assist in any investigation relating to any such unauthorized access.
THE WEBSITE IS PROVIDED "AS IS."IMAGN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE MATERIALS OR THE WEBSITE. IMAGN DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IMAGN DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE WEBSITE; (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEBSITE; (V) WARRANTIES RELATING TO INACCURACIES, ERRORS, OMISSIONS OR THE CORRECTNESS OF THE MATERIALS OR OTHER INFORMATION; AND (VI) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE OR OTHER ACTS OR OMISSIONS BY Imagn OR ANY THIRD PARTY. ANY MATERIALS OR OTHER INFORMATION ON THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES.
IN NO EVENT WILL IMAGN OR OUR COMMONLY OWNED OR CONTROLLED AFFILIATES OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE MATERIALS, THE WEBSITE, OR ANY WEBSITE LINKED TO THE WEBSITE, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY IN ANY MANNER WHATSOEVER FOR DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR ANY OTHER DAMAGES, LIABILITIES, COSTS, LOSSES OR EXPENSES ARISING OUT OF THIS AGREEMENT, ARISING OUT OF YOUR ACCESS, USE OR INABILITY TO ACCESS OR USE THE MATERIALS, THE WEBSITE OR ANY WEBSITE LINKED TO THE WEBSITE, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR OTHER SYSTEM FAILURE, EVEN IF IMAGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IMAGN'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to indemnify, defend and hold Imagn and its commonly owned or controlled affiliates and their respective officers, directors, employees, agents and representatives harmless from and against all damages, liabilities, costs, losses and expenses (including reasonable attorneys\' fees) arising out of or resulting from: (i) your use of the Website or Materials; (ii) Materials you submit, post to or transmit through the Website; (iii) any actual or alleged breach by you of this Agreement; and/or (iv) your violation of any rights of another.
This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Florida without regard to any conflict of laws principles thereof. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of Florida and the Federal courts of the United States of America located in Broward County, Florida in respect of the interpretation and enforcement of the provisions of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Imagn shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of UImagn, such action is necessary or desirable.
The Website is operated in the United States of America. We do not represent that content or Materials presented on the Website are appropriate or available for use in other jurisdictions. If you access the Website from a jurisdiction other than the United States, you agree that you do so on your own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable to your use of the Website.
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and Imagn and governs your use of the Website, superceding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Imagn. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable rules, regulations and laws to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. This agreement may be modified only by our posting on the Website changes to this Agreement or by a subsequent writing signed by Imagn.
The failure of Imagn to enforce any provisions of this Agreement or respond to a breach by you or other parties shall not in any way waive our right to enforce subsequently any terms or conditions of this Agreement or to act with respect to similar breaches.
You agree that no joint venture, partnership, employment or agency relationship exists between you and Imagn as a result of this Agreement or your use of the Website. Nothing contained in this Agreement is in derogation of Imagn's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Imagn with respect to such use. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Imagn reserves the right, in our sole discretion, to terminate this Agreement and your access to all or part of the Website, with or without notice and with or without cause. Termination of your access to the Website means the revocation of the limited right to use the Website granted to you under this Agreement by Imagn. The provisions of this Agreement will survive the termination of your access to the Website and of this Agreement.
Imagn may give notices to users of the Website, at Imagn's option, by posting a message on the Website, by email or conventional mail or by any other means by which users may obtain actual knowledge thereof. Notices by users to Imagn must be given by email or conventional mail. Notices to Imagn by email should be sent to firstname.lastname@example.org. Notices to Imagn by conventional mail should be sent to: Imagn, 1675 Broadway, 21st Floor, New York, NY 10019, Attn: Internet Dept. Notices by a user to Imagn will not change the terms of this Agreement unless the change is expressly accepted in writing by an authorized officer of Imagn.
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