Last updated: July 24, 2020
1. Your Acceptance
Throughout this Agreement, the words “Emerge,” “us,” “we,” and “our,” refer to our company, Emerge Now, Inc., as are appropriate in the context of the use of the words.
2. User Submission of Information
Portions of the Platform may require you to submit information. Where required, you must fully complete any submission by providing us with your current, complete, truthful, accurate, and up-to-date information as prompted by the applicable forms. You agree that no information submitted will be false, fraudulent, deceptive, or misleading. All users must be over the age of 13.
4. Usage Information
5. Platform Availability
Although we strive to provide continuous Platform availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform may not always be either 100% reliable or available. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.
6. Platform Modification
We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time at our discretion. We reserve the right to discontinue previously offered features or functionality at our sole discretion and without prior notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of any feature or component of any portion of the Platform. We reserve the right to determine the timing and content of any updates, which may be automatically downloaded and installed by the Platform without notice to you. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion. Nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.
7. Your Conduct While Using The Platform
When accessing or using our Platform, you are solely responsible for your use of the Emerge Platform. You agree to abide by the following rules of conduct:
- You will not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;
- You will not attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Platform;
- You will not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract or export data collected through the Platform;
- You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- You agree not to use the Platform for any illegal purposes;
- You agree not to violate any requirements, procedures, policies or regulations of networks connected to Emerge;
- You agree not to interfere with or disrupt the Platform; and
- You agree not to use the Platform in a manner that is: misleading, defamatory, obscene, invasive, threatening, or harassing.
If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Emerge reserves the right to suspend your access to the Platform or terminate this Agreement with you at any time.
8. Idea Submission
Emerge does not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Emerge. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Emerge’ products might seem similar to ideas you submitted to Emerge. If, despite our request that you not send us your ideas, you agree to the following: (1) your Submissions and their contents will automatically become the property of Emerge, without any compensation to you; (2) Emerge may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Emerge to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
9. Intellectual Property
The name “Emerge”, “emerge.io”, and the design of the Emerge Platform along with the Emerge created content, text, writings, images, templates, scripts, graphics, interactive features and the trademarks, marks and logos contained therein ("Marks"), are owned by or licensed to Emerge. The Marks are subject to copyright and other intellectual property rights under United States’ federal and state laws and international conventions. Emerge reserves all rights not expressly granted in the Marks. You agree to not engage in the use, copying, or distribution of the Marks or anything else contained within the Platform unless we have given you express written permission.
10. Representations and Warranties
THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER EMERGE NOR ANY OF ITS EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AFFILIATES MAKE ANY REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. SPECIFICALLY, EMERGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES RELATED TO: (A) THE PLATFORM OR ANY CONTENT; (B) ANY INFORMATION PROVIDED VIA THE PLATFORM; OR (C) THE SECURITY ASSOCIATED WITH THE TRANSMISSION OF ANY INFORMATION TO OR FROM THE PLATFORM. FURTHER, WE DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM A COMPUTER VIRUS. EMERGE DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. FINALLY, EMERGE DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EMERGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE PLATFORM. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EMERGE, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, ARISING FROM, RELATING TO, OR CONNECTED WITH THE PLATFORM OR THIS AGREEMENT EXCEED $100.00 USD. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EMERGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY BETWEEN JURISDICTIONS. Specifically, in those jurisdictions, we do not disclaim liability for: (a) death or personal injury caused by Emerge’s negligence or that of any of its officers, employees or affiliates; (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
You agree to defend, indemnify and hold harmless Emerge, its officers, directors, employees and affiliates, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
- your access to and your use or mis-use of the Emerge Platform; and
- your violation of any term of this Agreement.
This defense and indemnification obligation will survive this Agreement. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
13. Age Compliance
Emerge and its Platform may only be used by persons 13 years and older. If you are under 13 please stop using our Platform and please do not submit any information to us.
14. Choice of Law
This Agreement shall be governed by the laws in force in the state of California without regard to principles of conflicts of law. The offer and acceptance of this contract is deemed to have occurred in California.
By using this Platform, you agree that: (1) any claim, dispute, or controversy you may have against Emerge arising out of, relating to, or connected in any way with this Agreement or your use of the Platform shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable AAA Consumer Rules and any applicable procedures established by AAA (“Rules and Procedures”); (2) the claim or dispute must be brought within one (1) year of the first date of the event giving rise to such action and the arbitration shall be held in Los Angeles, CA or at such other location as may be mutually agreed upon by you and Emerge; (3) the arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (4) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Emerge’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (5) both parties will bear their own costs of representation and filing for the dispute; (6) where possible and allowed for under the AAA Rules and Procedures, both parties shall be entitled to appear electronically, in briefs, or telephonically for all proceedings; and (7) with the exception of subpart (4) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (4) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither user nor Emerge shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, users may visit the AAA website at http://www.adr.org. In the event that this arbitration provision is found to be unenforceable or void, both parties agree to settle any disputes arising out of this Agreement in a court of competent jurisdiction located in Los Angeles County, CA. The arbitration provisions shall not apply to (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (ii) any claim seeking emergency injunctive relief based on exigent circumstances (including but not limited to imminent danger or commission of a crime, hacking, or cyber-attack) such claims shall be heard in a court of competent jurisdiction located in Los Angeles County, CA.
You may opt-out of this dispute resolution provision by notifying Emerge within 30 days of the date on which you entered into this Agreement. You must do so by writing to Emerge Now, Inc. 4065 Glencoe Ave #101, Marina del Rey, CA 90292, attn: Arbitration Opt-Out, and you must include your name, address, identifying information, and a clear statement that you do not wish to resolve disputes with Emerge through arbitration. Where you opt out of arbitration, all disputes shall be heard in a court of competent jurisdiction located within Los Angeles County, CA.
16. Third Party Sites
The Platform may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Emerge and Emerge is not responsible for any content found on the Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Emerge is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Emerge of the site or any association with its operators.
17. Force Majeure
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, contagion, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement or any other agreement you may have with Emerge are deemed to conflict with each other’s operation, you agree that Emerge shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation provisions relating to disputes, arbitration, class action waiver, ownership provisions, intellectual property provisions, use, disclaimers, indemnity, and limitations of liability.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.
23. Entire Agreement
25. California Users
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Emerge must be sent to our agent for notice to: firstname.lastname@example.org or Emerge Now, Inc. 4065 Glencoe Ave #101, Marina del Rey, CA 90292.
California Users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
26. Electronic Communications
The communications between you and Emerge use electronic means, whether you visit the Platform or via e-mail. For contractual purposes, you (1) consent to receive communications from Emerge in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Emerge provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
27. Platform Issues
Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at email@example.com.