I.DISCLAIMER; NO PROTECTED HEALTH INFORMATION
THE CONTENT ON AND IN OUR SERVICE IS NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. NEITHER THE CONTENT NOR ANY OTHER SERVICE OFFERED BY OR THROUGH OUR SERVICE IS INTENDED TO BE RELIED ON FOR MEDICAL DIAGNOSIS OR TREATMENT. NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON OR IN OUR SERVICE. IN AN EMERGENCY CALL 911 OR YOUR LOCAL EMERGENCY ASSISTANCE NUMBER. YOU MAY NOT USE EROUNDS FOR OFF LABEL PROMOTION OF MEDICAL DEVICES.
No Protected Health Information.
A. YOU ACKNOWLEDGE AND UNDERSTAND THAT EROUNDS IS MERELY A CO NDUIT THAT PROVIDES USERS THE ABILITY TO SHARE AND COLLABORATE ON DE-IDENTIFIED HEALTH AND OTHER CONTENT. AS BETWEEN EROUNDS AND YOU, YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY AND ALL CONTENT YOU POST, SHARE OR OTHERWISE MAKE AVAILABLE IN CONNECTION WITH YOUR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION PHI (AS DEFINED HEREIN). UNDER NO CIRCUMSTANCES SHALL EROUNDS BE RESPONSIBLE FOR MONITORING CONTENT ON THE SERVICE AND/OR REMOVING PHI THAT HAS BEEN POSTED OR OTHERWISE TRANSMITTED OR MADE AVAILABLE IN CONNECTION WITH YOUR OR ANY OTHER USER’S USE OF THE SERVICE. EROUNDS HEREBY DISCLAIMS ANY AND ALL LIABILITY RELATED TO THE USE OR TRANSMISSION OF PHI OR PATIENT DATA IN CONNECTION WITH THE SERVICE OR THESE TERMS OF SERVICE. You agree not to post Protected Health Information (as defined in 45 CFR 160.103 under the Privacy and Security Rule (45 CFR Part 160 and 164), promulgated pursuant to the Health Insurance Portability and Accountability Act, as amended (“HIPAA”) (“PHI”) of any kind, including but not limited to, any information about health status, provision of health care or payment for health care that can be linked to a specific individual. You understand that if you post PHI to eRounds, whether intentionally or inadvertently, eRounds and its members may at their sole discretion remove the PHI or delete the image entirely. We respect patient privacy rights and abide by federal and state privacy and security regulations, and we expect you to do the same. You shall, using tools provided by eRounds or through your own tools, remove any of the following identifiers that may be used in combination with health information to create PHI:
B. It is your responsibility to appropriately report any impermissible or unauthorized uses or disclosures of PHI made by you or any other user of the Service. If you flag any other user’s Content (as defined below) as containing PHI, the image will be hidden from your view and the owner will be notified by e-mail that you have flagged the content. Such flagged Content will be removed from eRounds; provided, that if you flag any other user’s Content, and then navigate to the source of the Content (the user’s profile) the Content may still appear. If another user flags your Content for PHI or any other inappropriate Content or Content that breaches this Agreement, you will receive notification of the flag via e-mail. It is your responsibility to delete such flagged Content, confirm that the flagged Content does not contain PHI or is not inappropriate, or you have obtained authorization to use or disclose the PHI, as applicable. eRounds reserves the right to remove your Content at any time. If your Content is removed by you, another user or eRounds due to PHI, it is your sole responsibility to further determine if a breach of any applicable law (including without limitation, HIPAA) has occurred and to provide notification, if required by applicable law, including without limitation, HIPAA.
In exchange for your acceptance of this Terms of Service, eRounds grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to use the Service solely for your personal, non-commercial purposes. You shall be responsible for obtaining and maintaining any equipment, devices, tablets and services needed to connect to, access or otherwise use the Service, including without limitation, modems, hardware, software, mobile phones, networking and web servers (collectively, the “Equipment”). You shall be responsible for ensuring that all Equipment is compatible with and sufficient for use of the Service. You understand and agree that your use of the Service from Equipment such as a mobile device or personal computer is subject to any agreement you have with your network service provider.
Under these Terms of Service, you may not, and you may not allow others to: (i) transfer your license to use the Service or sublicense or assign your license or your rights under it; (ii) use, copy, or transfer the Service or parts of the Service except as expressly permitted under these Terms of Service; (iii) distribute, rent, sell, loan, lease, sublicense or otherwise deal in the Service and/or any elements of the Service; (iv) alter, adapt, merge, modify, translate, or try to create derivative works of the Service or any elements of the Service in any way, or for any purpose, other than with the prior written consent of eRounds; (v) reverse engineer, disassemble, or de-compile the Service or otherwise attempt to obtain the source code for the Service; (vi) remove, change, or obscure any identification marks or notices of proprietary rights and restrictions in the Service or any elements of the Service; or (vii) enable any timesharing or service bureau use of the Service to any third party.
In our discretion, we may from time to time may make available certain technical support services in connection with the Service, which may include helpdesk support to answer general inquiries regarding the use and functionality of any of the Service and error correction services. If you identify or experience any defect, error or problem with any of the Service, you shall document and promptly notify us of such error or problem at:
Your use of the Service will require you to set up an account with the Service (including setting up a user name and password). You are solely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account and all activity that occurs through your account. You agree that you will not solicit, collect or use the login credentials of other eRounds users. You agree that you will not provide, sell, license, assign or transfer your account information to any other person. You agree to notify eRounds immediately of any unauthorized access to or use of your account or password. You also represent and warrant that all information you provide or provided to eRounds upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy. You agree to not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
There may be times when we offer a special feature that has its own terms and conditions that apply in addition to these Terms of Service. In those cases, the terms specific to the special feature control to the extent there is a conflict with these Terms of Service.
You agree to not access eRounds’s private API by means other than those permitted by eRounds. You further acknowledge and agree that use of the eRounds API is subject to a separate set of terms.
CONTENT; PROHIBITED USES; COMMUNITY CONTENT
The Service enables you to post, upload, and transmit content via the Service, including without limitation any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, “Content”) that you submit, post or display on or via the Service.
You are solely responsible for your Content.
You should not consider opinions or comments made by you or other users of the Service as medical advice.
You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service.
You shall not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities, and you shall not post private or confidential information via the Service, including, without limitation, your or any other person’s PHI, credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content, including but not limited to, copyright laws.
You shall not create or submit unwanted email, comments or other forms of commercial or harassing communications (a/k/a “spam”) to any eRounds users.
You agree to not use domain names or web URLs in your username without prior written consent from eRounds.
You agree to not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any eRounds page is rendered or displayed in a user’s browser or device.
You shall comply with eRounds’s Community Guidelines, available here: http://www.erounds.com/communityguidelines.
We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms of Service. If your Content is removed by eRounds or its members due to PHI, you will be notified by e-mail; it is then your sole responsibility to further determine if a breach has occurred and to provide notification, if required by applicable law, including without limitation, HIPAA.
You are solely responsible for your interaction with other users of the Service, whether online or offline. You agree that eRounds is not responsible or liable for the conduct of any user. eRounds reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post Content or any personal or other information.
You shall not attempt to restrict another user from using or enjoying the Service and you shall not encourage or facilitate violations of these Terms of Service or any other eRounds terms.
TERMINATION; SUSPENSION OF SERVICES
We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You can deactivate your eRounds account by contacting eRounds at email@example.com. Upon termination, all licenses and other rights granted to you in these Terms of Service will immediately cease.
If your account is terminated for any reason, your Content will no longer be accessible through your account (e.g., other users will not be able to navigate to your profile and view your photos), but those materials and data may persist and appear within the Service (e.g., if Content you have made public or otherwise shared has been re-shared by others).
Violation of these Terms of Service may, in eRounds’s sole discretion, result in immediate termination of your eRounds account.
We reserve the right to force forfeiture of any username for any reason.
THIRD PARTY LINKS AND SERVICE
There may be links from the Service, or from communications you receive from the Service, to third-party web sites or features. There may also be links to third-party web sites or features in images or comments within the Service. The Service also includes third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party web site or feature, including applications that connect the Service or your profile on the Service with a third-party web site or feature. For example, the Service may include a feature that enables you to share Content from the Service or your Content with a third party, which may be publicly posted on that third party’s service or application. Using this functionality typically requires you to login to your account on the third-party service and you do so at your own risk. eRounds does not control any of these third-party web services or any of their content. You acknowledge that other users may have the ability to copy or share your Content via the Service or third-party web sites. You expressly acknowledge and agree that eRounds is in no way responsible or liable for any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICE ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.
You may choose, at your sole and absolute discretion and risk, to use applications that connect the Service or your profile on the Service with a third-party service (each, an â€œApplicationâ€) and such Application may interact with, connect to or gather and/or pull information from and to your Service profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to information about your profile on the Service being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if eRounds has not itself provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold the eRounds Parties (defined below) harmless for activity related to the Application.
You agree that you are responsible for all data charges you incur through use of the Service.
We prohibit crawling, scraping, caching or otherwise accessing any content on the Service via automated means, including but not limited to, user profiles and photos (except as may be the result of standard search engine protocols or technologies used by a search engine with eRounds’s express consent).
PROPRIETARY RIGHTS; PRIVACY
eRounds does not claim ownership of any Content that you post on or through the Service. Instead, you hereby grant to eRounds a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, perpetual worldwide license to use the Content that you post on or through the Service. You can choose who can view your Content and activities, including your photos, as described in the Privacy Notice.
You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Service; (ii) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, patient privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service; (iv) you have removed from all content any PHI; and (v) you have the legal right and capacity to enter into these Terms of Service in your jurisdiction.
You agree that eRounds is not responsible for, and does not endorse, Content posted within the Service. eRounds does not have any obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms of Service, you may bear legal responsibility for that Content.
The Service contains content owned or licensed by eRounds (“eRounds Content”). eRounds Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and eRounds, eRounds owns and retains all intellectual property and other proprietary rights in the eRounds Content and the Service.
You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the eRounds Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the eRounds Content.
The eRounds name and logo and any other trademarks, service marks or logos provided as part of or in connection with the Service are trademarks of eRounds, LLC, and may not be copied, imitated or used, in whole or in part, without the prior written permission of eRounds, LLC.
Although it is eRounds’s intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, eRounds reserves the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by eRounds, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, eRounds encourages you to maintain your own backup of your Content. In other words, eRounds is not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. eRounds will not be liable to you for any modification, suspension or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
Except as otherwise described in the Service’s Privacy Notice, available at http://eRounds.com/legal/privacy/, as between you and eRounds, any Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of Content.
It is eRounds’s policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, eRounds does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, or during the Alpha and Beta release of the product, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that eRounds is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.
Some of the Service is supported by advertising revenue and may display advertisements and promotions, and you hereby agree that eRounds may place such advertising and promotions on the Service or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.
In accordance with the Digital Millennium Copyright Act (the “DMCA”), a copy of which is located at http://www.loc.gov/copyright/legislation/dmca.pdf, eRounds has designated an agent to receive notifications of alleged copyright infringement associated with the Site.Â eRounds will, upon receiving proper notice as set forth below, use commercially reasonable efforts to investigate notices of copyright infringement and take appropriate action under the DMCA. If you believe that your copyrighted work or the copyrighted work of another party is being infringed, please notify our designated agent at firstname.lastname@example.org or through the address set forth at the end of this page. When notifying eRounds of the alleged copyright infringement,Â please include all of the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is claimed to have been infringed;
identification of the copyrighted work alleged to have been infringed;
a description of the material that is claimed to be infringing and information sufficient to locate the material on the Service;
information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an electronic mail address;
a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.
If Content is believed in good faith by eRounds to infringe a copyright or otherwise violate any intellectual property rights, eRounds will remove or disable access to any such Content.
DISCLAIMER OF WARRANTIES
THE SERVICE, INCLUDING, WITHOUT LIMITATION, EROUNDS CONTENT, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER EROUNDS NOR ITS AFFILIATES NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “EROUNDS PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE EROUNDS CONTENT; (C) CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO EROUNDS OR VIA THE SERVICE. IN ADDITION, THE EROUNDS PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
THE EROUNDS PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE EROUNDS PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE EROUNDS PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE EROUNDS PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTIONâ€™S LAW IS APPLICABLE TO YOU AND THESE TERMS OF SERVICE.
BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
THE EROUNDS PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.
LIMITATION OF LIABILITY; WAIVER
UNDER NO CIRCUMSTANCES WILL THE EROUNDS PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE EROUNDS CONTENT; (C) CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE EROUNDS PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE’S OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE EROUNDS PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE EROUNDS PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. 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. IN NO EVENT WILL THE EROUNDS PARTIES’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF EROUNDS’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE EROUNDS PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE EROUNDS PARTIES.
BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER.
EROUNDS IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA PROVIDED BY YOU OR THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES OR WITH RESPECT TO YOUR CONTENT.
You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at eRounds’s request), indemnify and hold the eRounds Parties harmless from and against any claims, liabilities, damages, losses, penalties, judgments, settlements, costs and expenses, including without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with any of the following (including as a result of your activities on the Service or those conducted on your behalf): (i) your Content, your access to and/or use of the Service; (ii) your breach or alleged breach of these Terms of Service; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by eRounds in the defense of any claim. eRounds reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of eRounds.
You agree that any dispute arising out of or relating in any way to these Terms of Service or your use of our Service requires that such claim be resolved exclusively by confidential binding arbitration except that, to the extent that you have in any manner violated or threatened to violate eRounds’s intellectual property rights, eRounds may seek injunctive or other appropriate relief. The arbitration shall be conducted before three neutral arbitrators in Nashville, Tennessee, U.S.A., in accordance with the rules of the American Arbitration Association (“AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms of Service, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law.
BECAUSE THE USE OF OUR SERVICE REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS’ DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.
The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party hereby consents (i) to the non-exclusive jurisdiction of the state or federal courts located in Nashville, Tennessee for any action (A) to compel arbitration, (B) to enforce any award of the arbitrators, or (C) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim or provisional equitable remedies, and (ii) to service of process in any such action by registered mail or any other means provided by law. Should this Article X be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that sole and exclusive jurisdiction and venue for any claims will be in the state or federal courts in Nashville, Tennessee.
The application of these provisions, disclosures, and disclaimers and all other matters arising from your use of our Service or of any information you obtain from us shall be governed by the laws of the United States of America and the State of Tennessee without regard to its conflicts of laws rules.
DISCLAIMER OF UN CONVENTION ON THE SALE OF GOODS. PURSUANT TO ARTICLE 6 OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (“UN CONVENTION”), EROUNDS AND YOU AGREE THAT THE UN CONVENTION SHALL NOT APPLY TO THESE TERMS OF SERVICE.
If any provision of these Terms of Service is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, the parties nevertheless agree that such provision will be deemed severable from these Terms of Service and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms of Service remain in full force and effect. eRounds’s failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provision or right. No waiver of any of these Terms of Service will be deemed a further or continuing waiver of such term or condition or any other term or condition. eRounds reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with eRounds.
You agree that any claim you may have arising out of or related to your relationship with eRounds must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Service constitute the entire agreement between you and eRounds and govern your use of the Service, superseding any prior agreements between you and eRounds. You will not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of eRounds. Any purported assignment or delegation by you without the appropriate prior written consent of eRounds will be null and void. eRounds may assign these Terms of Service or any rights hereunder without your consent. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Service. These Terms of Service do not confer any third-party beneficiary rights.
We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that eRounds provides.
If you have any questions about these Terms of Service, please contact us at the address below:
1026B 18th Ave S
Nashville, Tennessee 37212
YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS, DISCLOSURES AND DISCLAIMERS SET FORTH ABOVE ARE FAIR AND REASONABLE, AND THAT YOUR AGREEMENT TO FOLLOW AND BE BOUND TO THEM IS NOT THE RESULT OF FRAUD, DURESS OR UNDUE INFLUENCE EXERCISED UPON YOU BY ANY PERSON OR ENTITY.
YOU ACKNOWLEDGE AND CONFIRM THAT (A) YOU HAVE READ AND UNDERSTAND ALL OF THE ABOVE TERMS, TERMS, POLICIES, PROVISIONS, DISCLOSURES AND DISCLAIMERS, (b) that these TERMS OF SERVICE has the same force and effect as a signed agreement, AND (C) THAT YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS HEREOF.
These Terms of Service were written in English (US). To the extent that any translated version of these Terms of Service conflicts with the English version, the English version controls.