Last Updated: December 15nd 2010
Thank you for using ENP, LLC. ("ENP Network", "we" or "us"). ENP Network provides a software platform (the "ENP Network") that enables you to create, join or browse Social Network / Group Site (as defined below) built on the ENP Network Platform. We also provide a set of services that will enhance your experience as a member of these Social Networks / Group Sites on the ENP Network Platform.
These Terms of Service, including any Guidelines and future modifications (collectively the "Terms of Service" or "Agreement") govern your use of the ENP Network Platform and is a legal contract between you and ENP Network.
By registering with us or using or browsing the ENP Network Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you can stop using the ENP Network Platform at any time.
The ENP Network Platform is not directed to children younger than 13 and is offered only to users 13 years of age or older. If you are under 13 years old, please do not use the ENP Network Platform. Any person who provides their personal information through the ENP Network Platform represents to us that they are 13 years of age or older.
You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service. If you are using or creating a Social Network / Group Site on the ENP Network Platform as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in this Agreement refers to your company or legal entity.
"Content" means (i) any work of authorship in a Social Network / group Site, including, comments, recommendations, forums, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages, tags and other content added to or submitted with any of the foregoing; or (ii) other materials posted on or transmitted through any Social Network / Group Site or the ENP Network Platform. "Your Content" is any Content that you submit to a Social Network / Group Site or the ENP Network Platform, either as an ENP Network Member, Network Member or Network Creator (all as defined below). If you are a Network Creator, Your Content includes the name, logo, trademark, brand features and other Content that you (and not the Network Members of Your Social Network(s) make available). Content does not include Network Code or Platform Code.
"Embeddable Widget" means any embeddable application provided and hosted by ENP Network that allows for the viewing or playing of audio, photos, video, text and other material on third party websites or services, including the ENP Network, Photo Slideshow and ENP Network Videos.
"Members" means both ENP Network Network Members and ENP Network Social Network / Group Site Members.
"Network Creator" is an ENP Network Member who creates and operates one or more Social Networks / Group Sites on the ENP Network Platform. A Network Creator is by definition a Network Member of each of his or her Social Networks.
"Network Members" are ENP Network Members who have also registered with a particular Social Network / Group Site on the ENP Network Platform using their ENP Network ID. "Your Network Members" are Network Members who have registered with Your Social Network / Group Site.
"Network Member Data" means data provided by or collected from a Network Member by a Network Creator for a particular Social Network, such as additional profile data, including certain items of registration information, answers to Social Network profile questions, forum posts, and statistical information about Content contributed. Network Member Data does not include the ENP Network ID or any ENP Network Member Data.
"ENP Network ID" is an account you create with ENP Network which includes a name, email address, professional titles, specialties, location and password. When you register as a Network Member on one or more Social Networks / Group Sites on the ENP Network Platform, you use the email address and password portion of your ENP Network ID to authenticate with each such Social Network / Group Site. Additionally, each Social Network / Group Site of which you become a Network Member will not have access to your, email address. Only your name and ENP Network profile picture will be listed within the Social Network / Group sites member / followers directory. This information will be pre-populated into both Your ENP Network Profile (as defined below) and Your My Profile (as defined below) upon sign-up.
"ENP Network Members" are Users who complete a registration process with ENP Network and obtain an ENP Network ID. ENP Network Members may also (but are not required to) become Network Members.
"ENP Network Member Data" is data collected from Users by ENP Network, including the data collected for the ENP Network ID and any data provided in Your ENP Network Profile (as defined below). This includes all of the information collected at signup / creation of the “Network Member” account on ENP Network such as name, e-mail, location, specialties, etc.
"ENP Network Member Services" are the services provided by ENP Network to Network Members. ENP Network Member Services include, but aren't limited to: Network Member registration, Network Member sign in and authentication, a message center, friends, Friending, contact management (including the ability to import contacts from third-party email services), and a set of Social Network membership management services. ENP Network Member Services do not include any services that Network Creators provide to their Network Members.
"ENP Network Profile" means information that, if you are a ENP Network Member, you have provided to ENP Network that is aggregated by ENP Network into a master profile and enables you to keep track of friends and messages across all Social Networks / Group Sites. "Your ENP Network Profile" is a ENP Network Profile created by you on the ENP Network Platform.
"ENP Network Technology" means the past, present and future content of the ENP Network Platform, including all software in any format (including the Platform Code and Network Code), Embeddable Widgets, hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the ENP Network Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the ENP Network Platform and the ENP Network Platform itself, including, the selection, sequence, and "look and feel" and arrangement of items on the ENP Network Platform, and all ENP Network Marks (as defined below), domain names, patents, and other intellectual property. ENP Network Technology does not include Your Content or Your Code.
"Platform Code" means the proprietary portion of the ENP Network Platform that is used to interpret the Network Code and other services available on the ENP Network Platform.
"Premium Services" are services provided by ENP Network to Network Creators or Network Members for a fee.
"Social Networks / Group Sites" consist of Network Code and other Content and are web applications running on top of the ENP Network Platform. Social Networks are created by Network Creators and are provided for Network Members of that Social Network / Group Site to interact and connect with other Network Members. Social Network / Group Site features may include Network Member profiles, friends, invitations, discussion forums, photo sharing, video sharing, music and podcast sharing, events, latest activity streams, RSS feeds, pages, ratings, reviews, and recommendations, broadcasts, announcements, job postings, navigation edits, member access levels, member messaging among others. If you are a Network Creator, "Your Social Network / Group Site" is a Social Network / Group Site created and operated by you on the ENP Network Platform.
"Third Party Software" means software that is licensed to you by third parties, including software that is subject to so-called "open source" licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format, and including the GNU General Public License.
"Users" are all end users of the ENP Network Platform, and include you, any unregistered users, all ENP Network Members, all Network Members, all Network Creators and all Third Party Application Developers.
"Your Code" means any script, code, or other computer software uploaded by you to the ENP Network Platform.
2. BENEFITS OF CREATING YOUR OWN SOCIAL NETWORK
The ENP Network Platform is designed to give Network Creators and Network Members the freedom to create and control their own Social Networks / Group Sites. Creating Social Networks / Group Sites on the ENP Network Platform is free. A Social Network initially comes with 10GB of storage and 100GB of bandwidth and the ability to send up to 2,500 messages per month to your users; although such storage, e-mail limits and bandwidth limits may be changed from time to time. Subject to this Agreement, as a Network Creator, you control your Social Network / Group Site and own all of Your Code and Your Content. ENP Network does not claim any ownership rights in Your Code or any of Your Content.
3. PREMIUM SERVICES AND PAYMENT
There are two primary ways that we support the ENP Network Platform: through advertising and Premium Services. As a Network Creator or Network Member, you can purchase one or more Premium Services from us. The categories and prices of our Premium Services are described on our website and are subject to change from time to time ("Premium Services Policies"). ENP Network may choose to temporarily change the fees for the Premium Services for promotional or new services, and such changes are immediately effective when ENP Network posts the changes on the ENP Network Platform. Any changes to fees for Premium Services that are not temporary or promotional will be effective thirty (30) days after we provide you with notice by posting such changes on the ENP Network Platform. The changes shall only apply prospectively to the Premium Services you've purchased. Unless otherwise stated, all fees are quoted in U.S. Dollars.
You are responsible for paying all fees and applicable taxes associated with the Premium Services in a timely manner with a valid payment method. You authorize ENP Network to charge your credit card, charge card, debit card, PayPal, or financial institution account (herein "Payment Method") for all charges to your accounts with ENP Network. Your Payment Method will be charged the current fee for the Premium Service you choose on the date that you click on the "Purchase" button in the ordering process. Today, we accept time payments and recurring payments. You agree that ENP Network may automatically charge the fee to your Payment Method at the beginning of each recurring period or if a one time fee at the date of purchase. For example, if you choose a Premium Service with a monthly plan, you will be billed every month on the anniversary date of the date you clicked the "Purchase" button. Additionally, we may offer a pre-pay payment option for payment of Premium Services ("Pre-Payment Plan"). If you opt for Pre-Payment plan, your Payment Method will be charged the then-current fee for that Premium Service at the commencement of each renewal period.
You acknowledge and agree that any credit card and related billing and payment information that you provide to ENP Network may be shared by ENP Network with companies who work on ENP Network's behalf, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to ENP Network and servicing your account. The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution providing such Payment Method. You agree to pay ENP Network all charges incurred under your account for any Premium Service in which you or anyone else who uses your account (including children, family and friends) enroll in accordance with this Agreement and any applicable Premium Services policies. If your Payment Method fails or your account is past due, (a) you agree to pay all amounts due on your account upon demand, (b) ENP Network may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (c) ENP Network reserves the right to either suspend or terminate your Premium Services or your account with ENP Network, including deletion of your Social Network / Group Site from the ENP Network Platform.
Except as may be set forth in applicable Premium Service Policies or Section 27 (Termination), any fees charged to your account are non-refundable. You agree to submit any disputes regarding any charge to your account in writing to ENP Network within sixty (60) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. Refunds (if any) made pursuant to such dispute, are at the discretion of ENP Network.
You are responsible for paying any governmental taxes imposed on your use of the ENP Network Platform, including, but not limited to, sales, use, or value added taxes. If requested, you will promptly furnish to ENP Network the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. To the extent that ENP Network is obligated to collect such taxes, the applicable tax will be added to your billing account.
4. YOUR CODE AND LICENSES TO YOUR CODE
You own Your Code. ENP Network does not claim any ownership rights in Your Code. If you upload any of Your Code to the ENP Network Platform, subject to the licenses granted by you herein, you continue to have the right to use and license Your Code in any way you choose (and you are responsible for protecting those rights as appropriate). You may only upload Your Code to the ENP Network Platform, for use on Your Social Network / Group Site, provided that Your Code complies with the terms of this Agreement. At any point, you can take Your Code from Your Social Network / Group Site and cancel your account and ENP Network shall not retain any license rights, except as provided below.
You hereby grant ENP Network a non-exclusive, worldwide, perpetual, transferable, irrevocable, sublicenseable, royalty-free right and license to access, use, reproduce, store, modify, distribute, publicly display, publicly perform and create derivative works of Your Code (a) for the purpose of operating and making Your Social Network / Group Site available on the ENP Network Platform and in all current and future media in which the ENP Network Platform may now or hereafter be distributed or transmitted; or (b) for our internal business purposes. Additionally, you hereby grant ENP Network a non-exclusive, world-wide, transferable, irrevocable, sublicenseable royalty-free right and license to continue using, reproducing, archiving, caching, creating derivative works, publicly displaying and performing in perpetuity, any of Your Code that is incorporated into the ENP Network Platform, provided that ENP Network shall not use or distribute Your Code on a stand alone basis. The foregoing license does not limit ENP Network's rights under any third party or open source license in which Your Code is licensed.
You are responsible for making sure that you have all rights in Your Code you upload or use and all rights that are necessary for you to grant the foregoing licenses to Your Code. You are solely responsible for ensuring that Your Code is compatible with any ENP Network Technology. ENP Network disclaims any liability or responsibility for any unauthorized use of Your Code by third parties or Users of Your Social Network / Group Site and is not responsible for protecting Your Code.
5. YOUR CONTENT AND LICENSES TO YOUR CONTENT
ENP Network does not claim any ownership rights to Your Content. After posting Your Content, you continue to retain ownership of Your Content, and you continue to have the right to use and license Your Content in any way you choose. The Content that you upload to any Social Network / Group Site needs to comply with the terms of this Agreement. At any point, you can take Your Content from Your Social Network / Group Site and cancel your account and ENP Network does not retain any license rights except as provided below.
You hereby grant ENP Network, during the course of your usage of the ENP Network Platform, a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right and license to (i) use, reproduce, create derivative works of, distribute, publicly perform and publicly display Your Content (a) for the sole purpose of operating and making Your Content available on the ENP Network Platform and in all current and future media in which the ENP Network Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes; and (ii) disclose metrics regarding Your Content on an aggregated basis for advertising, marketing and business development purposes. If you wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content. Without limiting the foregoing, ENP Network reserves the right to retain copies of Content for archival purposes after termination of the Agreement.
You hereby agree that if Your Content is removed from any Social Network / Group Site due to a violation of these Terms, including in response to any valid DMCA (as defined below) take down notice or because such Content contains illegal images, ENP Network shall have the right to use, reproduce and exploit Your Content in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of ENP Network, any individual, or the general public.
You are responsible for making sure that you have all rights in Your Content, including the rights necessary for you to grant the foregoing licenses to Your Content. You are solely responsible for Your Content. You understand that whether or not Your Content is published or marked private by you, ENP Network does not guarantee any confidentiality or privacy with respect to any of Your Content. You agree not to include any advertising in any of Your Content unless you purchase the Premium Service to run your own advertising on Your Social Network / Group Site.
Additionally, you understand and agree that Your Content that is displayed on the ENP Network Platform may continue to appear on the ENP Network Platform, even after you have terminated your ENP Network Member or Network Member account or terminated these Terms of Service, as portions of Your Content may have been incorporated into Member profiles, RSS feeds or other features.
In addition to the rights, licenses and privileges referred to above, you agree that ENP Network, in its sole discretion, may use and refer to your trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the ENP Network Platform, and any products, goods, features, capabilities and/or services associated with the ENP Network Platform.
As a Network Creator or Network Member you acknowledge that ENP Network and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Social Network / Group Site or the ENP Network Platform in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.
If a Social Network / Group Site is removed from the ENP Network Platform, the Content associated with that Social Network / Group Site may also be deleted at the discretion of the Network Creator or ENP Network. We encourage you to be sure you are comfortable with this possibility before contributing Your Content to a Social Network / Group Site. You should be aware that ENP Network is not required and may not keep back-up copies of Content (including Your Content) on the ENP Network Platform once the Social Network / Group Site or Content is deleted. Additionally, ENP Network makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored on the ENP Network Platform and you should independently back-up Your Content.
6. LICENSES FROM ENP NETWORK
LICENSE TO ENP NETWORK PLATFORM
During and subject to the terms and conditions of this Agreement, ENP Network hereby grants you a limited, non-exclusive, non-sublicensable, freely revocable license to access and use the ENP Network Platform solely to enable your use of the ENP Network Member Services and ENP Network Network Creator Services. For clarity, aside from the foregoing limited license, you acknowledge that you shall acquire no rights in the Platform Code or Network Code.
You agree that, as between you and ENP Network, all the intellectual property rights in the ENP Network Platform, which does not include Your Content or Your Code, are owned by ENP Network or its licensors.
LICENSE TO EMBEDDABLE WIDGETS
During and subject to the terms and conditions of this Agreement, ENP Network hereby grants you a limited, non-exclusive, non-sublicensable, freely revocable license to incorporate Embeddable Widgets into other third party websites or your own personal websites. The foregoing license shall terminate immediately upon expiration or termination of this Agreement or removal of Your Social Network / Group Site from the ENP Network Platform by ENP Network or you and you agree to immediately stop using such Embeddable Widget.
Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:
• Run, rent, lease, loan, or sell access to the ENP Network Platform or the ENP Network Technology.
• Decompile or reverse engineer or attempt to access the source code of the software underlying the ENP Network Platform or ENP Network Technology.
• Copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any ENP Network Technology.
• Access the ENP Network Platform to build a product using similar ideas, features, functions, interface or graphics of the ENP Network Platform.
• Access (or attempt to access) any service on the ENP Network Platform by any means other than as permitted in these Terms of Service.
• Circumvent, disable or otherwise interfere with security related features of the Embeddable Widget or features that prevent or restrict use or copying of any Content or Third Party Content or enforce limitations on use of the Embeddable Widget or the Content and Third Party Content therein.
• Access the ENP Network Platform to upload Your Code or Your Content to cause a breach of security to the ENP Network Platform or any Social Network / Group Site or interfere with the proper working of the ENP Network Platform or prevent others from using the ENP Network Platform.
• Delete the copyright and other proprietary rights notices on the ENP Network Platform or Embeddable Widgets.
• Perform any act that may diminish or tarnish the reputation of any other Social Network / Group Site on the ENP Network Platform.
7. INDEPENDENT DEVELOPMENT; FEEDBACK
You agree that ENP Network may be independently developing software, content and other products or services that may be similar to Your Code and Your Content and nothing in the Agreement will be construed as restricting or preventing ENP Network from creating or fully exploiting such software, content and other items, without any obligation to you.
You may from time to time elect, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to Your Social Network / Group Site or the ENP Network Platform (including the Network Code and Platform Code), including, on the ENP Network blog, Network Creators Forum or on the ENP Network Open Social Directory ("Feedback"). If you elect to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant ENP Network a nonexclusive, perpetual, irrevocable, transferable, sublicensable, royalty free, fully paid up license to use and otherwise exploit Feedback.
8. ENP NETWORK TRADEMARKS AND LEGAL NOTICES
ENP Network trademarks, logos, images, service marks, trade names and other distinctive branding features used on the ENP Network Platform "ENP Network Marks" are the trademarks of ENP Network and may not be used without permission. ENP Network is not granting you a license under any intellectual property right to the ENP Network Marks. Other trademarks, logos, and trade names that may appear on the ENP Network Platform are the property of their respective owners.
9. ENP NETWORK OWNERSHIP RIGHTS
You agree that, as between you and ENP Network, ENP Network owns all right, title and interest, including, all intellectual property rights, in and to the ENP Network Technology. Additionally, there are two types of data provided by or collected from Network Members – Network Member Data and ENP Network Member Data. If you are a Network Creator or an administrator designated by a Network Creator ("Moderator"), you agree that, as between ENP Network and you, ENP Network owns all right, title and interest, including, all intellectual property rights, in and to the ENP Network Member Data. You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in this Agreement. Any rights not expressly granted herein, are reserved to ENP Network. You agree to abide by all copyright notices, information, or restrictions contained in any part of the ENP Network Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the ENP Network Platform, including notices on any ENP Network Technology you download, transmit, display, print or reproduce from or using the ENP Network Platform.
10. SUPPORT AND INTERACTION FOR NETWORK CREATORS
If you are a Network Creator, ENP Network provides documentation to assist you in creating and enhancing Your Social Network / Group Site(s). You are responsible for implementing and maintaining ENP Network all support for Your Social Network / Group Site(s), including answering questions from Your Network Members. This includes, if you've customized the Network Code yourself (only as authorized by ENP Network), fixing bugs that Network Members might find and tell you about.
11. ADVERTISING AND PROMOTION FOR NETWORK CREATORS
On free Social Networks / Group Sites, we have the exclusive right to sell, run and/or serve third-party advertising on your Social Network. These ads include but are not limited to job postings, event postings, link building, resource centers, CPM or CPC image or text ads, internal ads promoting ENP Network premium services or features. If you are a Network Creator, you agree not to include any advertising for anything other than Your Social Network / Group Site, including ads served via an ad-server service like Google AdSense, in any Social Network / Group Site, any of Your Code, or Content you provide on ENP Network you also agree that ENP Network has a exclusive right to post third party jobs, events and ads on your Social Network / Group Site and ENP Network may at any time run discounted or free promotions that will not include revenue sharing. ENP Network may establish general policies and guidelines surrounding the running of ENP Network of your own ads ("Advertising Policies"). Any such Advertising Policies are part of this Agreement and are subject to change from time to time.
YOU AGREE THAT ENP NETWORK WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON YOUR SOCIAL NETWORK.
12. THIRD PARTY CONTENT AND HYPERLINKS TO THIRD PARTY SITES
Content from other Members or advertisers, including, information about third party products and services and any Third Party Applications, is made available to you through Social Networks / Group Site ("Third Party Content") on the ENP Network Platform. The inclusion of Third Party Content on the ENP Network Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and ENP Network has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, ENP Network or its designees reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any Social Network / Group Site) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the ENP Network Platform you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the ENP Network Platform at your own risk.
Additionally, ENP Network or third parties may provide hyperlinks on Social Networks / Group Sites, or any other form of link or redirection of your connection to other sites ("Third Party Sites"). These Third Party Sites are in no way integrated into the ENP Network Platform and the inclusion of any link on a Social Network / Group Site does not imply ENP Network's affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. ENP Network expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the ENP Network Platform. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.
13. REPRESENTATIONS AND WARRANTIES.
You hereby represent and warrant to ENP Network that: (a) you will comply with all applicable local, state, national and international laws (including the CAN-SPAM Act of 2003), rules, and regulations in connection with your use of the ENP Network Platform including your promotional or other activities off the ENP Network Platform that relate to Your Social Network / Group Site; (b) you have the right to grant to ENP Network the rights granted herein and you own or have all necessary rights, title and interest in and to Your Code and Your Content; (c) Your Code and Your Content does not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Code, Your Content or Your Social Network / Group Site contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the ENP Network Platform, or intercept or expropriate any system data or personal information from the ENP Network Platform.
14. ACCEPTABLE USE AND CONDUCT
You are solely responsible for your conduct, Your Social Network / Group Site(s), Your Code, and Your Content on the ENP Network Platform. We want to keep the Social Networks / Group Sites on ENP Network safe and fun for everyone and the use of the ENP Network Platform for unlawful or harmful activities is not allowed. In definition "safe and fun," you specifically agree that:
You will not post, email or make available any Content to Users or use the ENP Network Platform:
• In a manner that infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights or contractual rights;
• in a manner 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;
• to engage in spamming, "chain letters," "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate these Terms of Service, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other Users whether on or off the ENP Network Platform in connection with Your Social Network / Group Site;
• in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtain ENP Network financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
• in a manner that is libelous or defamatory, or in a way that is otherwise threatens ENP Network, or any ENP Network Social Network / Group Site, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another's privacy;
• in a manner that is harmful to minors in any way;
• in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by ENP Network;
• to impersonate a ENP Network employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to a Social Network / Group Site or the ENP Network Platform without authorization;
• to interfere or attempt to interfere with the proper working of the ENP Network Platform or prevent others from using the ENP Network Platform, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the ENP Network Platform, or that otherwise negatively affects other persons' ability to use the ENP Network Platform;
• to use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any Network Creator's account or to monitor or copy the ENP Network Platform (including the Network Code or Platform Code) or the content contained therein;
• to facilitate the unlawful distribution of copyrighted content;
• in a manner that includes personal or identifying information about another person without that person's explicit consent;
• in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the ENP Network Platform or to Users; and
• in a manner that constitutes or contains any form of advertising or solicitation if (1) posted in Your Content; or (2) emailed to Users who have requested not to be contacted about other services, products or commercial interests.
Additionally, you agree not to:
• "Stalk" or otherwise harass anyone;
• Collect, use or disclose data, including personal information, about other Users without their consent or for unlawful purposes or in violation of applicable law or regulations;
• Request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of the ENP Network Platform, including ENP Network ID passwords from a Network Creator, or to proxy authentication credentials for any Member of the ENP Network Platform for the purposes of automating logins to the ENP Network Platform;
• Use any profanity or the description or name of any illegal activity in the name of Your Social Network / Group Site or the Network Subdomain (as defined below) for Your Social Network;
• Use the name "ENP Network" as any part of the name of Your Social Network / Group Site or the Network Subdomain for Your Social Network / Group Site;
• Post any Content containing child pornography to any Social Network / Group Site. ENP Network absolutely does not tolerate this and will report any suspected instances of child pornography, including reporting any ENP Network Member Data, to law enforcement, including the National Center for Missing and Exploited Children;
• Post any Content that ENP Network determines in its sole discretion, depicts or contains rape, extreme violence, murder, bestiality, incest, or other similar content;
• Post any content for a competitor of ENP Network or post links or content that contains links to any site competitor of ENP Network; or content on any ENP Network site that contains hyperlinks, “hidden” keywords or keywords that are irrelevant to the posting or otherwise misleading.
• Post any Content that ENP Network determines constitutes pornography or is adult in nature.
• Use automated means, including spiders, robots, crawlers, data mining ENP Network tools, or the like to download data from Social Networks / Group Sites and the ENP Network Platform - except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or "well-behaved" web services/RSS/Atom clients. We reserve the right to define what we mean by "well-behaved";
• Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on ENP Network's infrastructure;
• Attempt to gain unauthorized access to ENP Network's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the ENP Network Platform;
• Take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the ENP Network Platform or for using it for purposes unrelated to ENP Network); and
• Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the ENP Network Platform.
• Provide contact information listed on premium accounts or preceptor lists to any other user other then yourself
You agree not to authorize or encourage any third party to use the ENP Network Platform or any of Your Social Network / Group Sites (and Your Social Networks will not be designed) to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify ENP Network in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.
15. ENP NETWORK PLATFORM POLICIES
ENP Network may establish general polices and limits concerning use of the ENP Network Platform ("ENP Network Platform Policies"), including (and without limitation) the maximum number of days that Social Networks / Group Sites and uploaded Content will be retained, the maximum number of and size of Content files and objects (including email messages), the maximum disk space allotted to you or Your Social Network /; Group Site(s), the maximum number of times and duration for which you may access the ENP Network Platform or Social Network / Group sites in a given period of time, the maximum bandwidth used by Your Social Network/ Group Site(s) or Content, and the maximum CPU power used by Your Social Network / Group Sites or Content. The current ENP Network Platform Policies are part of this Agreement.
16. ENP NETWORK'S RELATIONSHIP WITH USERS
17. COPYRIGHT INFRINGEMENT/DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE
It is ENP Network's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). For more information, please go to ENP Network's DMCA Notification Guidelines. ENP Network may remove any allegedly infringing Network Code or Content without any liability to you.
ENP Network will promptly terminate without notice any Member's (including, for clarity, Network Member's or Network Creator's) access to the ENP Network Platform, including access to any Social Network / Group Site, in appropriate circumstances where the Member is a "repeat infringer" of copyrights. Generally, ENP Network will consider a Member a repeat infringer if it has received more than two third-party notices of alleged infringement concerning Network Content or Network Code posted by that Member anywhere on the ENP Network Platform. ENP Network, however, reserves the right to identify and terminate Members under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behavior by that Member. Additionally, if a Network Creator continues to allow its Network Member's to post Content that is subject to notices of alleged copyright infringement, the Network may (at ENP Network's sole discretion) be disabled.
Additionally, if you are a Network Creator, you agree to: promptly (and in any event in no more than 24 hours) address (including removing or disabling access to the allegedly infringing content for valid DMCA take down notices) any copyright owner's written notice (including any notices forwarded to you by ENP Network) that specified Content or Network Code posted on Your Social Network / Group Site infringes that third-party's rights (including copyrights), provided that the notice substantially complies with the requirements in the DMCA. If you receive a counter-notice from the applicable Member that substantially complies with the requirements of the DMCA instructing you to replace the allegedly infringing Content or Network Code, you agree to replace or cease disabling access to the Content or Network Code not less than ten (10) and no more than fourteen (14) days after receiving the counter notice, provided that the complaining party has not notified you that it has filed an action against the Member regarding the alleged infringement. You also agree to forward a copy of the counter notice to ENP Network. ENP Network strongly recommends that you consult with a legal professional to confirm your obligations under the DMCA. ENP Network is not providing legal advice to you and nothing in this Agreement is legal advice nor guarantees your compliance with applicable law or regulation. You are solely responsible and liable for complying with all applicable laws, including copyright and privacy laws in connection with Your Social Network.
18. NETWORK MEMBER DATA
You must clearly communicate on Your Social Network / Group site that Your Social Network uses ENP Network ID authentication (including, on each page on Your Social Network on which information is collected for purposes of ENP Network ID authentication) and that each of Your Network Members will be sharing the data they provide to you with ENP Network. This is for clarity and to ensure Your Network Members are aware of this relationship.
You acknowledge that ENP Network may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your Social Network / Group Site. Accordingly, you agree that, within 24 hours of any email request by ENP Network, you will: (a) delete all Network Member Data and other personally identifiable information in your possession or control relating to a particular User as specified by ENP Network; and (b) confirm such deletion in email notice to ENP Network.
ENP Network is not required to keep back-up copies of Network Member Data on the ENP Network Platform once the Social Network / Group Site or Network Member Data is deleted. ENP Network makes no guarantee that Network Member Data will be safely stored on the ENP Network Platform. To be safe, you should independently back-up Network Member Data.
19. YOUR SOCIAL NETWORK / GROUP SITE
To enable a great experience for all Users on the ENP Network Platform, if you are a Network Creator, you agree to ensure each Social Network / Group Site you create or manage does not degrade the performance of the ENP Network Platform. If your Social Network / Group Site(s) exceed the quotas and limitations set by ENP Network (e.g., storage or bandwidth) as set forth in the ENP Network Platform Policies or otherwise degrades performance of the ENP Network Platform or other services in any way, we may suspend your Social Network / Group Site(s) at our sole discretion and without notice.
You agree not to harvest any email addresses from Social Networks or the ENP Network Platform for the purpose of sending email in violation of applicable law or otherwise violate the "Acceptable Use and Conduct" provisions of this Agreement.
You also agree not to knowingly collect any information from, or develop any Social Networks / Group Site(s) that are targeted at children under the age of 13.
You acknowledge that ENP Network may terminate the account of any Member (including Your Social Network / Group Site Members) in accordance with these Terms of Service.
Your Social Network / Group Site(S) shall not be designed or implemented in a way that, as determined by ENP Network in its sole discretion, might mislead a User into believing that: (i) he or she is interacting directly with ENP Network when interacting with Your Social Network / Group Site, or (ii) any of Your Social Network was created by or are endorsed by ENP Network. Because we want you to have as much freedom over your Social Network / Group Site as possible, ENP Network takes no responsibility for any Content located in Your Social Network / Group Site and ENP Network has no obligation to monitor such Content or Your Social Network / Group Site.
You acknowledge that ENP Network also reserves the right to remove, preserve, and disclose any information or Content on any Social Network / Group Site (including ENP Network ID and Network Member Data) or account it deems necessary or appropriate to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of ENP Network, its Users, and the general public, or (f) investigate or defend ourselves against third-party claims or allegations.
20. YOUR ACCOUNT
You need to register and create a ENP Network ID in order to become a ENP Network Member, Network Member or Network Creator on the ENP Network Platform. You are responsible for keeping your ENP Network ID password secure. ENP Network IDs are non-transferable. You will be solely responsible and liable for any activity that occurs under your ENP Network ID. ENP Network reserves the right to log off or deactivate Member accounts that are inactive for an extended period of time.
When you create Your Social Network / Group Site, ENP Network assigns you your own subdomain for Your Social Network / Group Site. You will be solely responsible and liable for any activity that occurs under Your Social Network / Group Site(s) Subdomain. ENP Network maintains ownership of your Network Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable, license solely to use the Network Subdomain on the ENP Network Platform.
You may not use anyone else's account, ENP Network ID or Network Subdomain at any time, without the permission of the account holder. You should never give out your password to another individual or entity. ENP Network will not be liable for any loss that you may incur as a result of someone else using your ENP Network ID, Network Subdomain, or password, either with or without your knowledge. However, you may be held liable for losses incurred by ENP Network or another party due to someone else using your ENP Network ID, Network Subdomain, or password. In other words, please be careful with your identity and passwords.
21. DISCLAIMER OF WARRANTIES
YOUR USE OF THE ENP NETWORK PLATFORM, AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-ENP NETWORK CODE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE ENP NETWORK PLATFORM AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-ENP NETWORK CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ENP NETWORK AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. ENP NETWORK AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS DISCLAIM ANY WARRANTY THAT THE ENP NETWORK PLATFORM, OR ANY NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-ENP NETWORK CODE OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ENP NETWORK PLATFORM OR THE SERVER THAT MAKES THE ENP NETWORK PLATFORM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ENP NETWORK MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE ENP NETWORK PLATFORM OR YOUR SOCIAL NETWORK / GROUP SITE (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR SOCIAL NETWORK / GROUP SITE OR (C) THE COMPATIBILITY OF YOUR CODE OR ANY NON-ENP NETWORK CODE WITH ANY ENP NETWORK TECHNOLOGY.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ENP NETWORK PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ENP NETWORK OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH OR FROM THE ENP NETWORK PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
You agree to indemnify, defend, and hold harmless ENP Network, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to:
• Your Code, Your Content or Your Social Network / Group Site;
• Your use of any Non-ENP Network Code or Third Party Applications;
• Your use or misuse of, or connection to, the ENP Network Platform;
• Your breach or alleged breach of this Agreement;
• Your violation of any rights (including intellectual property rights) of a third party;
• Your breach or alleged breach of any agreement or policy between you and other Users.
ENP Network reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of ENP Network. ENP Network will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
23. YOUR INTERACTIONS WITH OTHER USERS
Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Network Member or Network Creator), ENP Network is under no obligation to become involved.
You release ENP Network, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor." And, if you are not a California resident, you waive any applicable state statutes of a similar effect.
24. LIMITATION OF LIABILITY
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL ENP NETWORK OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ENP NETWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE ENP NETWORK PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO ENP NETWORK BY YOU IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN ENP NETWORK (INCLUDING THIRD PARTY APPLICATION DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE ENP NETWORK PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
25. CHANGES TO ENP NETWORK PLATFORM
ENP Network reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the ENP Network Platform or any part thereof with or without notice. ENP Network will not be liable to you or to any third party for any modification, suspension or discontinuance of the ENP Network Platform.
We may amend, modify, change, add or remove portions of this Agreement or any Guidelines at any time without notice to you by posting a revised version on www.enpnetwork.com or elsewhere on the ENP Network Platform. The revised version will be effective at the time we post it. Please check this Agreement and any Guidelines periodically for changes. Your continued use of the ENP Network Platform after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on the date stated above. However, if the revised version includes a material change, it will be effective for an existing User (including ENP Network Member, Network Member or Network Creator) on the earlier of (a) the date you accept it, and (b) 30 days after the material changes are initially posted to www.enpnetwork.com or elsewhere on the ENP Network Platform. The revised version will apply to you immediately if you are a User who registers or first uses the ENP Network Platform on or after the posting of the revised version.
27. TERM AND TERMINATION
This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your membership within any Social Network / Group Site on the ENP Network Platform at any time and for any or no reason by using the ENP Network "Contact Us".
ENP Network has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the ENP Network Platform or any Social Network / Group Site, (ii) remove and discard any Network Code or Content within any Social Network / Group Site or anywhere on the ENP Network Platform or (iii) shut down a Social Network / Group Site, with or without notice, and with no liability of any kind to you.
If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.
EFFECTS OF TERMINATING
UPON DEACTIVATING YOUR ACCOUNT, THIS AGREEMENT TERMINATES AND YOU WILL NO LONGER HAVE A RIGHT TO ACCESS YOUR ACCOUNT, YOUR CODE, YOUR CONTENT, YOUR NETWORK MEMBER DATA OR YOUR SOCIAL NETWORK/ GROUP SITE(S). ENP NETWORK WILL NOT HAVE ANY OBLIGATION TO ASSIST YOU IN MIGRATING YOUR DATA, YOUR CONTENT, YOUR NETWORK MEMBER DATA, YOUR CODE OR YOUR SOCIAL NETWORK / GROUP SITE(S) OFF OF THE ENP NETWORK PLATFORM AND ENP NETWORK DOES NOT KEEP ANY BACK-UP OF ANY OF YOUR CONTENT OR YOUR NETWORK MEMBER DATA. ENP NETWORK IS NOT RESPONSIBLE FOR DELETING YOUR CODE, NETWORK CODE OR CONTENT ON YOUR BEHALF. NOTE THAT, EVEN IF YOUR CODE, NETWORK CODE OR CONTENT IS DELETED FROM ENP NETWORK'S ACTIVE SERVERS, IT MAY REMAIN IN OUR ARCHIVES (BUT WE HAVE NO OBLIGATION TO ARCHIVE OR BACK-UP YOUR CODE OR SUCH NETWORK CODE OR CONTENT), AND SUBJECT TO THE LICENSES SET FORTH IN THIS AGREEMENT.
The following Sections will survive termination of these Terms of Service for any reason: Sections 1, 3, 4-9, 13-24, 27-33.
28. GOVERING LAW; VENUE
This Agreement shall be governed by the laws of the State of Florida without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder.
You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Palm Beach County, Florida for the purpose of litigating all such claims or disputes.
29. RELATIONSHIP OF THE PARTIES
The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that ENP Network has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
30. UNITED STATES EXPORT CONTROLS
You agree to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Specifically, you agree that you shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from ENP Network under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, ENP Network from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.
31. NO THIRD PARTY BENEFICIARIES
The parties specifically disavow any desire or intention to create a "third party" beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.
The failure of ENP Network to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
You may not delegate your duties under this Agreement or assign this Agreement or your ENP Network accounts or ENP Network IDs, in whole or in part, provided, however, that you may assign this Agreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. ENP Network may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.
The terms "including" and "includes" shall be deemed to be followed by the statement "without limitation" and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.
ENP Network may provide you with notices, including those regarding changes to this Agreement or any of ENP Network's terms and conditions, by email, regular mail, or postings on the ENP Network Platform. Notice will be deemed given twenty-four (24) hours after email is sent, unless ENP Network has previously been notified that the email address is invalid. Notices not pertaining to any amendments to this Agreement or any Guidelines (such as notices relating to technical changes to the ENP Network Platform) are deemed given two (2) days following the initial posting.
33 MEDICAL DISCLAIMERS
The Materials available through this Site are for informational and educational purposes only and are not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. ENP Network or You are not permitted to advise, diagnose, or otherwise treat users of this Site. Neither the content nor any other service offered by or through this site is intended to be for medical diagnosis or treatment. Persons accessing this information assume full responsibility for the use of the information and agree that ENP Network is not responsible or liable for any claim, loss, or damage arising from the use of the information. ENP Network does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, "off-label" drug uses or other information that may be mentioned on the site. Your reliance upon the Materials obtained or used by You at or through this Site is solely at Your own risk.
34 PATIENT DATA AND LEGAL COMPLIANCE
The Materials provided through the Site may enable You to transmit, store, review or receive confidential patient information ("Patient Information"). State and Federal laws, as well as ethical and licensure requirements of Your profession may impose obligations with respect to patient confidentiality that may limit the ability of physicians, health care providers, and persons acting on their behalf, to make use of certain Materials or to transmit certain information to third parties. You represent and warrant that You will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to You that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use Your best efforts to cause all persons or entities under Your direction or control to comply with such laws. You are, at all times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information You transmit, store, or receive in connection with the Site, the Materials and any third party site. You agree that ENP Network, ENP Network’s licensors and licensees, and all other persons or entities involved in the operation of the Materials and functionalities provided through the Site, have the right to monitor, retrieve, store, review and use Patient Information, if applicable, in connection with the operation or use such Materials, and are acting on Your behalf in transmitting Patient Information. WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED WHILE USING THE SITE AND THE MATERIALS ON THE SITE. WE RESERVE THE RIGHT TO AMEND OR DELETE ANY MATERIAL (ALONG WITH THE RIGHT TO REVOKE ANY MEMBERSHIP OR RESTRICT / SUSPEND ACCESS TO ENP NETWORK) THAT IN OUR SOLE DISCRETION VIOLATES THE ABOVE.
35. CONTACTING ENP NETWORK
You may contact ENP Network in the following ways:
ENP Network – PO BOX 31201 Palm Beach Gardens, FL 33420
We welcome your feedback and thank you for using ENP Network!