As part of the sign in process, you will be asked to select a User Name and password. You may not choose a User Name that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion. We reserve the right to reject any User Name in our sole discretion. You agree not to transfer or resell your use of or access to the Site and product or permit anyone else whose account or membership was suspended or terminated to use the Site through your account, User Name or password. If you have reason to believe that your password is no longer secure, you must promptly change your password by updating your member information, and immediately notify us. You are solely responsible for maintaining the confidentiality of your User Name and password for all activities that are conducted through your account.
The Site and all Reunify products (e.g. PULSE or BEAT) are to be used for lawful purposes only. You may have the opportunity to post, transmit or otherwise make available information, opinions, ideas, images or other contents on the Site. You may not post or transmit any material or content on the Site and Product that violates or infringes in any way upon the rights of others or solicits, encourages, or promotes the use of illegal substances or activities, which is unlawful, threatening, abusive, harassing, defamatory, libelous, derogatory, invasive of privacy or publicity rights, vulgar, obscene, bigoted or hateful, profane, scandalous, pornographic, indecent or otherwise objectionable, gives rise to civil or criminal liability or otherwise violates any local, state, or federal law. In addition, you may not engage in any activity on the Site that restricts or inhibits any other User from using or enjoying the Site by means of “hacking,” “cracking,” “spoofing,” or defacing any portion of the Site. You may not transmit through the site software or other materials that contain so-called viruses, worms, time bombs, Trojan horses, or other harmful or disruptive component; political campaign materials; chain letters; mass mailings; spam mail; material protected by copyright, trademark or any other proprietary right; any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site, Product and their contents; or posts that express or imply that any statements you make are endorsed by us, without our prior written consent. Additionally, you may not harvest or collect information about Site visitors or Members without their express consent.
This Site and the contents of the Site are intended for your personal, noncommercial use. The Site contains copyrighted material, including, without limitation, text, software, photos, audio and video clips, graphics, illustrations, images, logos, and music and sound (collectively, the “Site Content”). This Site is protected by copyright as a collective work, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Reunifyand third party content providers also own copyrights in the content original to it. You may not modify, publish, adapt, transmit, participate in the transfer or sale, exhibit, distribute, display, reverse engineer, decompile, dissemble, perform, reproduce, create derivative works from, or in any way exploit any of the Site Content, in whole or in part. You may download or copy one copy of the Site Content for personal, noncommercial use only, provided that no changes in or deletion of author attribution, trademark, legend, copyright notice, or other proprietary notices shall be made. Downloading or copying Site Content for other than personal, noncommercial use is expressly prohibited without the prior written permission of us or any other copyright owner. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Notwithstanding the foregoing, you may not download or copy any of the product listings, descriptions, or prices, nor may you frame or utilize framing techniques to enclose any trademark, logo, or copyrighted material from the Site or use any meta tags or any other hidden text utilizing our names or trademarks, without our express written consent.
You shall be solely responsible and liable for any and all damages resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from any uploading, posting or submission of your content on the Site.
Copyright Infringement Claims
If you believe that any material or content posted on the Site constitutes copyright infringement, please forward the following information to Reunify: Your address, telephone number, and email address, a description of the copyrighted work that you claim has been infringed, A description of where the alleged infringing material is located, a statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law, an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Please note that, because we or third party host Share and other forums on the Site and therefore redistribute materials you give us, we need to obtain certain rights in those materials. You hereby grant to us a royalty-free, perpetual, sub-licensable, irrevocable, assignable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, digitally perform, publicly perform and display any content, material and/or your name posted on the Site (collectively, the “Material”), (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for any purpose whatsoever, commercial or otherwise, without compensation to or prior approval by you. By submitting or sending Material to the Site you represent and warrant that (1) the Material is original to you, (2) no other party has any rights to the Material, and (3) the Material is not subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we shall not be liable for any use or disclosure of any Material. You also warrant that any “moral rights” in posted materials have been waived.
The Site may contain content supplied by parties other than us. Any opinions, advice, judgments, statements, services, offers, or other information or content expressed or made available by such third parties, including information providers, are those of the respective author(s) or distributor(s) and not of us. Neither Reunify nor any third-party provider of information guarantee the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. Your use of certain services on the Site may be governed by additional rules, which shall be available on the Site. By using any service you acknowledge that you have reviewed all corresponding rules and agree to be bound by them.
Third Party Sites
You acknowledge and agree that we have no responsibility for the accuracy or availability of information provided by websites to which you may link from this Site (“Linked Sites”). Links to Linked Sites do not constitute an endorsement by or association with us of such sites or the content, products, advertising or other materials presented on such sites. We do not author, edit, or monitor these Linked Sites. You acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such Linked Sites.
While we, and our affiliates, attempt to provide accurate information on the Site and or Products, we do not warrant that product descriptions, information, derived data or other content on this Site and our Product will be accurate, complete, reliable, current, or error-free.
REUNIFY Data & Intellectual Property
REUNIFY has expended substantial time, effort and funds to develop the REUNIFY Applications, the Licensed System, the Data Services and the REUNIFY Data. Client agrees that REUNIFY and its licensors shall retain ownership of all right, title and interest (including all Intellectual Property Rights) in and to the Licensed System (including all of the REUNIFY Applications and the REUNIFY Data), in the Output Data and in the software, hardware, other materials, processes, know-how and the like utilized by and created by REUNIFY in the provision of the Services, subject to the limited licenses granted to Client hereunder. Except as specifically provided herein, Client will not use, or permit its employees, agents or subcontractors to use, the Licensed System, the REUNIFY Data or the Output Data without REUNIFY’s prior written consent.
Client Data & Intellectual Property
All Intellectual Property of Client existing prior to the Effective Date and all data, plans, specifications, drawings, software and other property (in whatever form or media) furnished by Client to REUNIFY, including, without limitation, all Client Data, will remain Client’s property and will be used by REUNIFY only to perform the Services and provide Output Data, as well as other goods and services for Client. Except as specifically provided in the Master Service Agreements and in Work Orders, REUNIFY will not use, or permit its employees, agents or subcontractors to use, the Client Data without Client’s prior written consent.
Either party may provide the other party with information that the disclosing Party wishes to be treated confidentially. “Confidential Information” means any information or data disclosed by a party (“Disclosing Party”) to the other party (the “Recipient”) that (i) if in tangible form or other media that can be converted to readable form, is clearly marked as confidential, proprietary, or private when disclosed or (ii) if oral or visual, is identified as confidential, proprietary, or private when disclosed and is summarized in a writing so marked and delivered within ten days following such disclosure. Confidential Information includes, regardless of whether marked confidential, all information that is a trade secret and which the receiving party knows, or has reason to know, is confidential, including, but not limited to, with respect to REUNIFY, the REUNIFY Applications, the REUNIFY Data and the Output Data and all source code, unpublished computational algorithms, data files, customer lists, correspondence and other records related thereto, and with respect to Client, the Client Data. The terms Disclosing Party and Recipient include each party’s Agents that disclose or receive Confidential Information. The rights and obligations of the parties hereto therefore also shall inure to such Affiliates and may be directly enforced by or against such Affiliates.
The Recipient shall: (i) use the Confidential Information as agreed upon (ii) restrict disclosure of the Confidential Information to Recipient and its Agents with a “need to know” and not disclose it to any other person or entity without the prior written consent of the Disclosing Party; (iii) advise those Agents who have access to the Confidential Information of their obligations with respect thereto; and, (iv) copy the Confidential Information only as necessary for those Agents who are entitled to receive it, and ensure that all confidentiality notices are reproduced in full on such copies. A “need to know” means that the Agent requires the Confidential Information to perform his or her responsibilities as agreed upon.
The obligations of this Section shall not apply to Confidential Information that the Recipient can demonstrate: (i) is or has become available to the public through no breach of this Agreement; (ii) was previously known by the Recipient without any obligation to hold it in confidence; (iii) was received from a third party free to disclose such information without restriction; (iv) was independently developed by the Recipient without the use of Confidential Information of the Disclosing Party; (v) was approved for release by written authorization of the Disclosing Party, but only to the extent of such authorization; (vi) was required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or, (vii) was disclosed in response to a valid order of a court of other governmental body of the United States or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and, in the case of both clauses (vi) and (vii), only if the Recipient first notifies the Disclosing Party of the legal obligation or order and gives the Disclosing Party enough time to and permits the Disclosing Party to seek an appropriate protective order.
The parties agree that an impending or existing violation of these confidentiality provisions would cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law, and agree that the Disclosing Party shall be entitled to seek immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it.
Disclaimer of Warranty; Limitation of Liability
In no event shall either party be liable to the other party for any indirect, special, incidental, punitive, consequential or exemplary damages (including, without limitation, damages for loss of goodwill, lost profits, lost business or lost opportunity), or any other similar damages, under any theory of liability (whether in contract, tort, strict liability or any other theory), even if the parties have been informed of the possibility thereof.
Each party (“Indemnitor”) will indemnify, hold harmless and defend the other party and its Agents (collectively, “Indemnitee”) from and against any and all damages, losses, liabilities, actions, proceedings (whether legal or administrative), demands, and expenses (including but not limited to reasonable attorney’s fees) in connection with a claim by a third party (a “Claim”) against the Indemnitee to the extent that such third party claim arises out of: (a) the damage, loss or destruction of any real property or tangible personal property or injury or death to any persons resulting from the direct actions or inactions of any Agent (and its employees or agents) in the course of fulfilling its obligations under this Agreement; (b) the willful misconduct of the Indemnitor; or (c) a claim that the products or services Indemnitor provides under this Agreement infringes any Intellectual Property right of any third party registered in the United States. Notwithstanding the foregoing subsection (c), if the use of the Licensed System is held, or is believed by REUNIFY, to infringe a third party’s rights, REUNIFY may, at its expense, either (i) obtain a license from such third party for the benefit of Client; (ii) replace or modify the Licensed System so that it is no longer infringing; (iii) substitute the Licensed System with other software and products reasonably suitable to Customer; or (iv) if none of the foregoing are commercially feasible, terminate the license to the infringing portion and provide Client with a pro rata refund for any prepaid amounts related to the terminated licenses, but with no further liability to Client. This Section states Client’s exclusive remedy, and REUNIFY’s and its licensors’ entire liability, for any infringement claim related to the Licensed System or its use.
Indemnitor’s obligations under this Section are contingent upon Indemnitee’s prompt notification of any claim or potential claim for which it may seek indemnification (provided that the Indemnitor shall only be relieved of its indemnification obligations to the extent that it is actually prejudiced by such failure or delay). Indemnitee shall provide Indemnitor with an opportunity to defend such claim, provide its own counsel to handle the defense of any claims, and the information and assistance necessary to provide such defense.
We take reasonable precautions to safeguard information transmitted between visitors and the Site/Products and information stored on our servers. We use Secured Socket Layers encryption for the transmission of data to our servers during user sign. Despite these efforts, however, we may be unable to prevent and shall not be responsible for unauthorized access to such information by third parties.
Neither party shall be liable for any delay or failure in its performance (other than for payment obligations hereunder) if and to the extent that such delay or failure is caused by events beyond the reasonable control of such party, including, without limitation, acts of God or public enemies, labor disputes, equipment malfunctions, computer, network or Internet downtime, software defects, material or component shortages, supplier failures, third party delays in delivering data or other information or providing decisions or directions necessary to complete or proceed with a project, embargoes, rationing, acts of local, state or national governments or public agencies, utility or communication failures or delays, fire, earthquakes, flood, epidemics, riots, and strikes.
Linking To Our Site
If you are interested in linking to our Site from your site, please e-mail your request, which we may approve or deny in our sole discretion.