EMS COUNCIL OF NEW JERSEY USER CLICKWRAP AGREEMENT

2. INTELLECTUAL PROPERTY. You agree that the Membership Site and the Directory contain proprietary content owned by the Council. This content includes the information, data, software, graphs, videos, typefaces, graphics, sound, or other material that is protected by copyright, trademark, and any other applicable intellectual property laws (collectively the “Content”). The Content is copyrighted as a collective work under U.S. copyright laws, and the Council owns a copyright in the selection, coordination, arrangement, and enhancement of such Content. Further, the Council’s trademarks, service marks, graphics, and logos used in connection with Membership Site, Directory, or any other of our internet-based properties are registered or common law trademarks of EMS. You are granted no right or license with respect to any of the aforesaid trademarks.

3. GRANT OF LICENSE. The Council provides the Membership Site and the Directory solely for your personal, noncommercial use. You may, from time to time, download or print one copy of individual pages of the Content of the Membership Site or Directory for your personal, noncommercial use, provided that you keep intact all intellectual property and proprietary notices. However, you agree that you will not use the Content in any way that is not specifically authorized by this Agreement. Prohibited uses of the Membership Site, Directory, or Content include modifying, copying, reproducing, republishing, uploading, posting, transmitting, renting, leasing, loaning, translating, selling, creating a derivative work, exploiting, or distributing in any manner or medium. Additionally, duplicating, sharing or uploading the Content to sharing sites is considered stealing, and the Council will prosecute any such activities to the fullest extent permitted by law.

THE USE OF THE MEMBERSHIP SITE, DIRECTORY, AND THE CONTENT, EXCEPT AS PERMITTED BY THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF THE COUNCIL. ANY UNAUTHORIZED USE MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INFRINGEMENT.

4. ONLINE CONDUCT. You agree to use Membership Site and Directory only for lawful purposes. You are prohibited from posting on or transmitting through the Membership Site or Directory any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law.

If the Council is notified of allegedly infringing, defamatory, damaging, illegal or offensive content provided by You, the Council may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such content or electronic communication. The Council reserves the right to prohibit conduct, communication, or content that it deems in its sole discretion to be harmful to individual users, its internet-based properties, the Council’s right or the rights of any third party. Notwithstanding the foregoing, the Council cannot ensure prompt removal of questionable content after online posting. Accordingly, the Council, its officers, employees, contractors, agents, and providers shall not assume liability for any action or inaction with respect to conduct, communication, or content on the Membership Site or the Directory.

5. DISCLAIMER AND LIMITATION OF LIABILITY. You expressly agree that the use of the Council’s Membership Site, Directory, any other internet-based property owned by the Council is at your own risk. Neither the Council, its affiliates, or any of their officers, directors, employees, agents, contractors, or like warrant that the Membership Site, Directory or other internet-based properties owned by the Council will be uninterrupted or error free, nor do they make any warranty as to the results that may be obtained from use of the Membership Site, Directory, or other internet-based properties, or as to the accuracy or reliability of the Content or services provided therein.

THE COUNCIL PROVIDES THE MEMBERSHIP SITE, DIRECTORY, AND OTHER INTERNET-BASED PROPERTIES OWNED BY THE COUNCIL ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COUNCIL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THESE SITES, THE CONTENT, MATERIALS, OR PRODUCTS INCLUDED THEREIN. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COUNCIL DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COUNCIL WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE MEMBERSHIP SITE, DIRECTORY, OR ITS OTHER INTERNET-BASED PROPERTIES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY THE COUNCIL, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR THE LIKE SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

Under no circumstance shall the Council or any other party involved in creating, producing, or distributing the Membership Site, Directory, or the Council’s other internet-based properties be liable for any direct, indirect, incidental, special or consequential damages that result from your use of or inability to use these website, including but not limited to reliance by You on any information obtained from the Membership Site, Directory or the Council’s other internet-based properties that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction, or unauthorized access to the Council’s records, programs, or services.

6. PRIVACY AND CONFIDENTIALITY. The information you provide is voluntary and used for the purpose of gathering data on our membership and/or advancing the mission of the Council. Your personal information will never be sold or shared with unrelated third parties. However, we may share your information with trusted third parties to assist us in serving our members or visitors and operating the Website. These trusted third parties agree to keep this information confidential.

a. Web Tracking: Cookies and Analytics. This Website uses “cookies” and JavaScript. These cookies anonymously collect standard Internet log information and visitor behavior information. They also store customized settings for your next visit to the Website. Additionally, all page requests are logged in order to properly maintain the service and security of this website. These features may be disabled by you through your browser.

7. USAGE BY CHILDREN UNDER 13. The Council does not knowingly collect personal information from children under 13 and does not wish to do so. Further by accepting the terms of this Agreement, you are representing that you are an individual 13 years of age or older.

8. INDEMNIFICATION. You agree to indemnify, hold harmless and defend the Council, our employees, volunteers, staff, officers and directors from and against all claims and expenses, including attorneys’ fees, arising out of your use of the Membership Site, the Directory or the other internet-based properties owned by the Council.

9. THIRD PARTY MATERIALS AND WEBSITES. The Council may provide links to third-party materials and websites. These third-party materials and websites are not owned by the Council and may be withdrawn or terminated at any time. You agree that the Council is not responsible for examining and evaluating the accuracy of any third-party materials or websites or for any other materials, products, or services of third-parties. You further agree that you will not use any third-party materials and websites in a manner that would infringe or violate the rights of any other party and that the Council will not be liable for your improper use of third-party materials and websites.

10. ADDITIONAL TERMS AND CONDITIONS.

1. Assignment. You have no right to assign this Agreement by operation of law or otherwise. Membership with the Council is non-transferable.

2. Severability. If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

3. Choice of Law. This agreement shall be interpreted and construed in accordance with the laws of State of New Jersey. Any action, including the alternative dispute proceedings as outlined in Paragraph (e) below, shall be held exclusively in the State of New Jersey, and you consent to the exclusive jurisdiction of such courts.

4. Notices. Any notices regarding this Agreement should be sent to:
   
   EMS Council of NJ
   PO Box 347
   Pittstown, NJ 08867
   

5. Alternative Dispute Resolution. Any dispute arising out of, or relating to, this Agreement that has not been resolved after a reasonable attempt by the parties (which attempt shall include at least one (1) in-person meeting or video conference between principals of each party with full authority to resolve dispute), and which does not directly relate to the: (a) enforcement of the Council’s intellectual property rights, or (b) Our claim for injunction relief, shall be submitted to arbitration in accordance with the Arbitration Rules of the American Arbitration then in effect. The arbitration shall be conducted in the State of New Jersey unless otherwise mutually agreed.

6. Equitable Relief. You acknowledge and agree that in the event of a breach or threatened violation of the Council’s intellectual property rights or confidential and proprietary information by you, the Council will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. The Council may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the arbitration referenced in Paragraph (e).

7. Modification and Amendments. EMS may modify this Agreement from time to time without notice to you and such modification shall be automatically effective upon posting on the Membership Site, Directory, or on any of the Council’s other internet-based properties. Continued use of the Membership Site, Directory or the Council’s other internet-based properties after the posting of a revised Agreement constitutes your acceptance of the revised Agreement.

8. EntireAgreement. This Agreement constitutes the entire understanding between the parties regarding the subject matter contained herein and supersedes all prior and contemporaneous undertakings and agreements, whether written or oral.

9. No Waiver. The failure of any party to insist on the performance of any obligation hereunder shall not be deemed to be a waiver of such obligation. Waiver of any breach of any provision shall not be deemed to be a waiver of any other breach of such provision or any other provision.