Effective Date: 1/20/2023
These terms and conditions (“Terms”) are posted by EMI Research Solutions (“we,” “us,” “our,” or “EMI Research Solutions”), and govern your use of https://emi-rs.com/, including all webpages, services, and/or platforms thereunder (“Website”).
These Terms also govern your use of EMI Research Solutions’s research, consulting, and other services (collectively, and inclusive of the Website, the “Services”).
Please read these Terms carefully before accessing the Services. By accessing, using, or participating in the Services you expressly agree to these Terms
Use of the Services
You acknowledge and agree that we and/or our clients, partners, and licensors maintain all right, title, and interest in and to the Services and all content therein, including without limitation the Website (and all text, images, trademarks, logos, and other content thereon), and except for the limited license right above nothing in these Terms shall be construed as granting you any proprietary or license rights in or to the Services or anything contained therein.
We reserve the right, in our sole discretion, to change, suspend, add to, or discontinue any aspect of the Services, and we will not be liable to you or to any third party for doing so. Your continued use of the Services will constitute your acceptance of any such changes.
You may use the Services only in compliance with these Terms. You are responsible for your own communications, including the transmission, uploading, or posting of information on or through the Website, and are responsible for the consequences of such communications.
Without limiting the foregoing, you agree you will not:
- collect any personal information of any other user of the Services;
- use spiders, robots, or other automated techniques to catalog, download, store, or otherwise reproduce or distribute data or content available in connection with the Services;
- take any action to interfere with the Services, including without limitation by overloading, “flooding”, or “crashing” the Website;
- send or transmit any viruses, corrupted data, or any other harmful, disruptive, or destructive code, file, or information, including without limitation any spyware;
- frame a portion of the Website within another website or alter the appearance of the Website;
- establish links from any other website to the Website without the prior express written permission of EMI Research Solutions;
- impersonate any person or entity, misrepresent your affiliation with a person or entity, or in any way forge or mask your true identity;
- reverse engineer any aspect of the Services or take any act that might reveal or disclose any source code, or bypass or circumvent measurers or controls utilized to prohibit, restrict or limit access to any webpage, content or code;
- engage in any criminal or illegal acts or in any activities that may violate a third party’s privacy or publicity rights; or
- encourage and/or advise any individual to commit any act prohibited by these Terms.
In connection with your use of the Services, you may have the opportunity to review or access confidential and proprietary information, materials, products, and content (“Confidential Information”) belonging to EMI Research Solutions and/or our clients, partners or licensors.
In no event shall you obtain any right, title, or interest in or to any Confidential Information. You agree to protect the confidentiality and secrecy of the Confidential Information. You agree not to modify, copy, reproduce, republish, display, transmit, distribute, reverse engineer, create derivative works of, decompile, or otherwise use, alter, or transfer Confidential Information without the prior express written consent of EMI Research Solutions. You acknowledge and agree that Confidential Information may be subject to and protected by intellectual property laws, regulations, and codes.
Third Party Websites
In connection with your use of the Services, you may be able to voluntarily connect to websites maintained or operated by third parties, including without limitation our clients (“Third Party Websites”). EMI Research Solutions does not make any representations or warranties regarding or endorse any Third Party Website or any products, services, or opportunities advertised, offered, or sold in connection with any Third Party Website. Please carefully review all policies and terms applicable to the Third Party Websites.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. NEITHER EMI RESEARCH SOLUTIONS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (INCLUDING WITHOUT LIMITATION OUR PARTNERS, LICENSORS, AND/OR CLIENTS) MAKES ANY REPRESENTATIONS: (1) ABOUT THE SUITABILITY OF THE SERVICES FOR ANY PURPOSE; (2) THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (3) THAT THE SERVICES, OR ANY THIRD-PARTY WEBSITES, WILL MEET YOUR REQUIREMENTS; OR (4) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.
ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM EMI RESEARCH SOLUTIONS OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL EMI RESEARCH SOLUTIONS OR ANY OF ITS PARTNERS OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, OR OTHERWISE FOR ANY DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH: (1) YOUR USE OR THE INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (3) ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH THE WEBSITE; OR (4) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT, OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER EMI RESEARCH SOLUTIONS WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.
IN THE EVENT EMI RESEARCH SOLUTIONS BEARS LIABILITY FOR DAMAGES, LOSSES, AND CAUSES OF ACTION, THE LIABILITY WILL BE LIMITED TO THE MAXIMUM AMOUNT PAID BY YOU, IF ANY, FOR USING THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENTS GIVING RISE TO THE ALLEGED LIABILITY.
Compliance with Applicable Laws
You acknowledge and agree that you will comply with all applicable international, national, federal, state, and local laws, codes, regulations, rules, and requirements which apply to your use of, participation in, and access to the Services.
You agree to indemnify, defend, and hold harmless EMI Research Solutions and its partners, licensors, and clients, together with each of the foregoing’s directors, officers, employees, agents, successors and assigns, from and against all liabilities, losses, damages, and costs, including reasonable attorneys’ fees, they may suffer as the result of third-party claims, demands, actions, suits or judgments against them resulting from or arising out of: (a) your violation of these Terms or applicable laws or regulations; or (b) your negligence or willful misconduct.
UNLESS PROHIBITED OR RESTRICTED BY LAW AS AGAINST PUBLIC POLICY, ANY CLAIM OR DISPUTE RELATING IN ANY WAY TO YOUR USE OF THE THE SERVICES OR THESE TERMS SHALL BE SUBMITTED TO ARBITRATION. ARBITRATION WOULD REMOVE YOUR RIGHT TO LITIGATE A CLAIM IN COURT OR TO HAVE A JURY TRIAL ON THAT CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IN COURT, INCLUDING DISCOVERY AND RIGHTS TO APPEAL, ARE GENERALLY MORE LIMITED IN ARBITRATION THAN IN A LAWSUIT, AND OTHER RIGHTS AVAILABLE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
ALL DISPUTES BETWEEN YOU AND EMI RESEARCH SOLUTIONS, INCLUDING DISPUTES RELATED TO THESE TERMS, YOUR USE OF THE SERVICES, OR YOUR RIGHTS OF PRIVACY OR PUBLICITY, WILL BE RESOLVED BY BINDING ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES. YOU AND EMI RESEARCH SOLUTIONS HEREBY EXPRESSLY WAIVE TRIAL BY JURY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK INTERIM RELIEF FROM ANY STATE OR FEDERAL COURT IN THE PARTY’S STATE OF RESIDENCE TO PROTECT THE PARTY’S INTELLECTUAL PROPERTY RIGHTS YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF.
THIS DISPUTE RESOLUTION PROVISION WILL BE GOVERNED BY THE FEDERAL ARBITRATION ACT. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION. IN ANY ARBITRATION, EMI RESEARCH SOLUTIONS WILL PAY THE FILING, ADMINISTRATION, SERVICE, OR CASE MANAGEMENT FEE, PLUS THE COSTS ASSOCIATED WITH THE FIRST DAY OF ARBITRATION, WITH THE REMAINING COSTS TO BE PAID BY THE NON-PREVAILING PARTY. UNLESS INCONSISTENT WITH APPLICABLE LAW, EACH PARTY SHALL BEAR THE EXPENSE OF THEIR RESPECTIVE ATTORNEYS’, EXPERTS’, AND WITNESS FEES, REGARDLESS OF WHICH PARTY PREVAILS IN THE ARBITRATION.
CLASS ACTION WAIVER
UNLESS RESTRICTED OR PROHIBITED BY LAW AS AGAINST PUBLIC POLICY, ANY ACTION UNDER OR RELATING TO THESE TERMS, THE WEBSITE, OR THE SERVICES, WHETHER BEFORE A JUDGE OR JURY OR PURSUANT TO JUDICIAL REFERENCE, WILL TAKE PLACE ON AN INDIVIDUAL BASIS, WITHOUT RESORT TO ANY FORM OF CLASS OR REPRESENTATIVE ACTION (“CLASS ACTION WAIVER”). THIS CLASS ACTION WAIVER PRECLUDES ANY PARTY FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR REPRESENTATIVE ACTION REGARDING A CLAIM UNDER THESE TERMS. REGARDLESS OF ANYTHING ELSE HEREIN, THE VALIDITY AND EFFECT OF THE CLASS ACTION WAIVER MAY BE DETERMINED ONLY BY A COURT.
Governing Law and Venue
Venue for any dispute hereunder shall be Cincinnati, Ohio, but may proceed virtually if the parties so agree. These Terms shall be governed and enforced by applicable laws of the State of Ohio, without regard to conflict of law provisions thereof.
You may not assign your rights or obligations under these Terms without our prior written consent.
EMI Research Solutions hereby reserves the right, in EMI Research Solutions’s sole discretion, to make changes to these Terms. EMI Research Solutions encourages you to review these Terms on an ongoing basis.
EMI Research Solutions’ failure to enforce a breach by you of these Terms shall not waive or release you from such breach and shall not waive, release, or prevent EMI Research Solutions from enforcing any subsequent breach by you of these Terms. If any term or provision of these Terms shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such term or provision shall be deemed null and void and shall not affect the application and/or interpretation of these Terms. The remaining terms or provisions of these Terms shall continue in full force and effect, as if the invalid or unenforceable term or provision was not a part of these Terms.