Terms of Service
Last Revised: January 23, 2017.
Mindfray, Inc. (“Mindfray,”“we,”“us,”“our”) provides its services (described below) to you through its website located at www.mindfray.com (the “Site”) and through its mobile applications, platform, products and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We may also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
Access and Use of the Service
Services Description: The Service is a next-generation user-driven media portal for people to engage with modern issues and share perspectives, allowing users to upload and view real-time video content, photos, comments, profiles, blogs and messages. Any opinions or views contributed to the Site are expressly the views of the contributor alone and do not represent the views or opinions of the Site.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Mindfray of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Mindfray will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Service: Mindfray reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Mindfray will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that Mindfray may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Mindfray’s servers on your behalf. You agree that Mindfray has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Mindfray reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Mindfray reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services: The Service includes certain services that may be available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Mindfray and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Mindfray account information to ensure that your messages are not sent to the person that acquires your old number.
Social Networking Services
In addition, Mindfray is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Mindfray is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Mindfray enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
Copyrights: Unless otherwise indicated, all Site materials, including, without limitation, the Site logo, and all designs, text, graphics, other files, and the selection and arrangement thereof are the proprietary and copyrighted property of the Site. You may electronically copy and print to hard copy portions of this Site for the sole purpose of using materials it contains for informational and non-commercial, personal use only. Any other use of the materials in this Site that originated from us — including any commercial use, reproduction for purposes other than described herein, modification, distribution, republication, display or performance — without the prior written permission of us is strictly prohibited.
Trademarks: The Site name, slogan and logo are our trademarks, and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of the Site, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
USE OF CONTENT SUBMITTED BY YOU
You agree that any Content you upload, post, email, transmit or otherwise make available via the Service is non-confidential and that we shall have a perpetual, worldwide, non-exclusive license to use any such Content in connection with the Service and our business (and any successor), including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You agree that we may choose to edit, revise, change or remove Content to meet certain standards and best practices or for any reason whatsoever. We reserve the right to decide not to post certain contributed Content, and such decisions will be made in our sole and absolute discretion. You also hereby grant each User a non-exclusive license to access your Content through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content as permitted through the functionality of the Site and under these Terms of Service. The submission of any materials to us irrevocably waives any and all “moral rights” in such materials, including the rights of paternity and integrity. The foregoing license granted by you is perpetual and cannot be terminated.
You agree that any Content you upload, post, email, transmit or otherwise make available via the Service does not violate any copyrights and that you are not violating any intellectual property rights or laws.
User Conduct: You understand that all Content posted by Users, whether publicly posted or privately transmitted, are the sole responsibility of the User from which such Content originated. This means that you, and not us, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. All Content posted to the site will be reviewed by us;however, we do not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
You agree to not use the Service to:
a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b. harm minors in any way;
c. impersonate any person or entity, including, but not limited to, a Site official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
e. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or which would violate any right of publicity, right of privacy or other right of any party without first obtaining permission of the owner of such right. This includes group or individual portraits of people taken by professional photographers. Photos of people may only be used with the permission of the individual whose image is portrayed (or for minors, the permission of their parent or guardian). This includes celebrities and professional athletes, as well as ordinary citizens;
g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,”“spam,”“chain letters,”“pyramid schemes,” or any other form of solicitation;
h. upload, post, email, link, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
j. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
k. “stalk” or otherwise harass another;
l. collect or store personal data about other Users;
m. link to or refer to Content not allowed under these Terms of Service;
n. otherwise use the service in a manner deemed inappropriate by us.
User Disputes: You agree that you are solely responsible for your interactions with any other user in connection with the Service and Mindfray will have no liability or responsibility with respect thereto. Mindfray reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
Possible Content Removal: We retain the right, but not the obligation, to monitor and edit or remove any user, activity or content that we deem in our sole discretion to be harmful to Users, us or the rights of any third party, or to violate any applicable law or for any reason whatsoever. This includes the right, but not the obligation, to remove any text or images uploaded by you for any reason whatsoever or that we deem in our sole judgment to be inappropriate or that we believe may subject us to any liability, including without limitation the following:
1. photographs, pictures, images, text or other materials submitted by Users that are protected by trademark, copyright, right of publicity or other proprietary right, without the express permission of the owner of those rights;
2. partially or fully nude images of anyone, at any age, of any gender, including sexually suggestive images or words;
3. profanity or offensive comments including but not limited to expressions of racism, bigotry or hatred, or that are abusive, slanderous or offensive;
4. any illegal material such as expressions of abuse, offensive language and imagery, obscenity or pornography, including, but not limited to, child abuse, child pornography, depictions of minors engaged in sexual conduct or explicitly sexual situations, or any other material that could give rise to any civil or criminal liability under, or otherwise violate, any applicable law.
Linking To Our Site: You are granted a limited, non-exclusive right to create a hyperlink to this Site provided such link does not portray us or any of its services in a false, misleading, derogatory or otherwise defamatory manner. This limited right may be revoked at any time. You may not use, frame or utilize framing techniques to enclose any of our trademarks, logos or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page without our express written consent. Further, you may not use any meta tags or any other “hidden text” utilizing our name, trademark or product name without our express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any of our patent, trademark, copyright or proprietary rights or any third party. We make no claim or representation regarding, and accepts no responsibility for the quality, content, nature or reliability of web sites linking to this Site.
Third Party Links: We may provide links to web pages and content of third parties (“Third Party Content”) as a service to those interested in this information. We do not monitor, nor does it have any control over, any Third Party Content. We do not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy or completeness. We make no representations or warranties of any kind regarding such Third Party Content, or any information contained therein, and undertake no responsibility to update or review any Third Party Content. When leaving the Site, you should be aware that the Terms of Service no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that particular site. Users use these links and Third Party Content contained therein at their own risk.
CLAIMS OF COPYRIGHT INFRINGEMENT; DESIGNATED AGENT
If you believe that any material on the Site infringes upon any copyright that you own or control, or that any link on the Site directs users to another web site that contains material that infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent. Please see NOTICE AND PROCEDURE FOR NOTIFYING DESIGNATED AGENT OF CLAIMS OF COPYRIGHT INFRINGEMENT.
NOTICE AND PROCEDURE FOR NOTIFYING DESIGNATED AGENT OF CLAIMS OF COPYRIGHT INFRINGEMENT.
Pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. 512(c)(3), the following information must be provided to our Designated Agent for notifications, Copyright Agent, Mindfray [firstname.lastname@example.org].
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
- Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Should you fail to comply with all of the aforementioned requirements in your notice, your notice may not be valid.
- It is our policy to terminate the accounts and/or membership of Users who are repeat infringers or who are repeatedly charged with infringement, in appropriate circumstances.
In the event that you are a registered user of the Site, you may terminate such registration by notifying the Site by sending e-mail to [email@example.com]. After receipt of your termination notice, we will terminate your account.
For avoidance of doubt, termination or cancellation of your account will not terminate the perpetual license granted to us to use and display any Content provided by you or uploaded to the Site.
We may terminate your access to the Services or your registration at any time in the event of a breach of these Terms of Service by User or anyone accessing the Services using registered User’s username. We, at our sole discretion, may also terminate these Terms of Service at any time without cause, and may suspend access to the Service with or without notice, to any User.
Indemnification: User agrees to indemnify and hold us, our parents, friends, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of User’s use of the Site, the violation of these Terms of Service by User, or the infringement by User, or any other user of User’s account, of any intellectual property or other right of any person or entity.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. WE MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, MALWARE-FREE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED, ACCESSED, VIEWED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THE SITE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
We reserve the right to change any and all content contained on the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
General Information: The Terms of Service constitute the entire agreement between you and us and governs your use of the Service, superseding any prior agreements between you and us. You also may be subject to additional terms and conditions that may apply when you use our affiliate services, third-party content or third-party software. The Terms of Service and the relationship between you and us shall be governed by the laws of the State of California without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Contra Costa County, California. The failure of us to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.
At Mindfray’s or your election, all disputes, claims, or controversies arising out of or relating to the Terms of Service or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in the Terms of Service. The arbitration must commence within forty- five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in the Terms of Service and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the Terms of Service, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
Notwithstanding the provisions of the introductory section above, if Mindfray changes this ‘Arbitration’ section after the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Date of Last Revision” date above or in the date of Mindfray’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and Mindfray in accordance with the provisions of this section as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
Violations and Comments: Please report any violations of the Terms of Service or make any comments to [firstname.lastname@example.org]