Emergent

Acceptance of Terms of Use

Welcome to the website (the "website") of Emergent ("EMERGENT"). Your activities at this website are governed by the terms of use described in this document (the "Terms of Use") and the conditions, notices and consents obtained by EMERGENT from you during your visit to this website.

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. BY USING THIS WEBSITE YOU AGREE AS FOLLOWS:

By accessing and using this website in any way, including, without limitation, browsing the website, using any information, using any content, using any services, downloading any materials, and/or placing an order for products or services, you agree to and are bound by the Terms of Use. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE TERMS OF USE, DO NOT USE THIS WEBSITE IN ANY MANNER. The Terms of Use are entered into by and between EMERGENT and you. If you are using the website on behalf of your employer or anyone else, you represent that you are authorized to accept these Terms of Use on your employer's behalf or on behalf of the person on whose behalf you are using the website.

EMERGENT reserves the right, at EMERGENT's sole discretion, to change, modify, update, add, or remove portions of the Terms of Use at any time without notice to you. Please check these Terms of Use for changes. Your continued use of this website following the posting of changes to the Terms of Use will mean you accept those changes.

Use of Materials Limitation

All materials contained in the website are the copyrighted property of EMERGENT, its parent, subsidiaries, affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to EMERGENT, or its parent, subsidiaries, affiliated companies and/or third-party licensors.

Unless otherwise specified, the materials and services on this website are for your personal and non-commercial use, and you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the website without the written permission from EMERGENT.

Privacy Policy

EMERGENT respects your desire for privacy. EMERGENT's Privacy Policy can be found here. By using the website, you are consenting to the processing of your data by EMERGENT and consenting to the terms of our Privacy Policy.

Use of Documents and Publications on the Website

Except as expressly prohibited on this website, you are permitted to view, copy, print and distribute publications and documents within this website (such as FAQs, white papers, datasheets, press releases and so on), subject to your agreement that: a) your use of the information is for informational, personal, and non-commercial purposes only, b) you will not modify the documents, publications or graphics, c) you will not copy or distribute graphics separate from their accompanying text and you will not quote materials out of their context, d) you will display the below copyright notice and other proprietary notices on every copy you make, e) you will not use documents, publications or graphics contrary to any law, and f) you agree that EMERGENT may revoke this permission at any time and you shall immediately stop your activities related to this permission upon notice from EMERGENT. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

The permission above to use documents and publications does not include permission to copy the design elements, look and feel, or layout of this website. Those elements of the website are protected by law, such as trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the website may be copied or retransmitted unless expressly permitted by EMERGENT.

Disclaimers and Other Notices for Users of the Website

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, ALL INFORMATION, SOFTWARE, DOCUMENTATION, MATERIALS, SERVICES, PUBLICATIONS AND GRAPHICS ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. EMERGENT AND/OR ITS RESPECTIVE SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUIET ENJOYMENT.

IN NO EVENT SHALL EMERGENT AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE, USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, MATERIALS, PUBLICATIONS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE WEBSITE.

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION WITHIN THE WEBSITE, MATERIALS, PUBLICATIONS AND DOCUMENTS. THE WEBSITE, MATERIALS, PUBLICATIONS AND DOCUMENTS MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. EMERGENT AND ITS RESPECTIVE SUPPLIERS ASSUME NO RESPONSIBILITY FOR AND DISCLAIM ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS IN THE WEBSITE, MATERIALS, PUBLICATIONS AND DOCUMENTS AND IN ANY OTHER REFERENCE.

EMERGENT MAY MAKE CHANGES TO THE WEBSITE, INFORMATION, SOFTWARE, WEBSITE, DOCUMENTS, PUBLICATIONS, PRICES, TECHNICAL SPECIFICATIONS, PRODUCT OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS ON THE WEBSITE AT ANY TIME AND WITHOUT NOTICE AND IN ITS SOLE AND ABSOLUTE DISCRETION.

EMERGENT IS NOT RESPONSIBLE FOR ANY PROBLEMS OR DAMAGE THAT MAY RESULT FROM YOUR USE OF EMERGENT'S WEBSITE OR SERVICES. IF, FOR ANY REASON WHATSOEVER, YOU BELIEVE THAT THE USE OF EMERGENT'S WEBSITE AND SERVICES MAY CAUSE DAMAGE TO YOURSELF, YOUR COMPUTER OR OTHERWISE, YOU SHOULD NOT USE EMERGENT'S WEBSITE AND SERVICES.

THE WEBSITE, DOCUMENTS AND PUBLICATIONS ARE DISTRIBUTED INTERNATIONALLY AND MAY CONTAIN REFERENCES OR CROSS-REFERENCES TO EMERGENT PRODUCTS, PROGRAMS, AND SERVICES THAT HAVE NOT BEEN ANNOUNCED OR AVAILABLE IN YOUR COUNTRY. SUCH REFERENCES DO NOT IMPLY THAT EMERGENT INTENDS TO ANNOUNCE SUCH PRODUCTS, PROGRAMS, OR SERVICES IN YOUR COUNTRY. CONSULT YOUR LOCAL EMERGENT BUSINESS CONTACT FOR INFORMATION REGARDING THE PRODUCTS, PROGRAMS AND SERVICES WHICH MAY BE AVAILABLE TO YOU.

THE WEBSITE CONTAINS LINKS TO THIRD-PARTY SITES WHICH ARE NOT UNDER THE CONTROL OF EMERGENT AND EMERGENT IS NOT RESPONSIBLE FOR THE CONTENTS ON ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. EMERGENT IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. EMERGENT IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY THAT EMERGENT ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE CONTENT ON, OR USE OF, SUCH THIRD-PARTY SITES. BY USING EMERGENT'S WEBSITE, YOU UNDERSTAND AND AGREE THAT YOU WILL NOT HOLD EMERGENT RESPONSIBLE, AND HEREBY RELEASE EMERGENT, FOR THE CONTENT OF ANY INFORMATION ON ANY WEBSITE THAT YOU MAY DECIDE TO LINK TO THROUGH EMERGENT'S WEBSITE. YOU ALSO AGREE NOT TO HOLD EMERGENT RESPONSIBLE, AND HEREBY RELEASE EMERGENT, FOR ANY LIABILITIES OR DAMAGES THAT YOU MAY SUFFER BY LINKING TO ANY OTHER WEBSITE THROUGH EMERGENT, VIEWING ANY OTHER WEBSITE, OR USING THE SERVICES OR PRODUCTS FROM ANY OTHER WEBSITE.

EMERGENT DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ITS WEBSITE OR SERVICES, AND YOU RECOGNIZE AND UNDERSTAND THAT OPERATION OF EMERGENT'S WEBSITE AND SERVICES COULD BE INTERFERED WITH BY NUMEROUS FACTORS THAT ARE OUTSIDE OF ITS CONTROL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EMERGENT OR THROUGH OR FROM EMERGENT'S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

Accounts and Security

If any of the services on the website requires you to open an account, you must complete the registration process by providing us with true, current, complete and accurate information as prompted by the applicable registration form, and you will maintain and promptly update such information to keep it true, current, complete and accurate. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify EMERGENT immediately of any unauthorized use of your account or any other breach of security. EMERGENT will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by EMERGENT or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder. You acknowledge and agree that certain services may provide password-restricted access to customer information such as names and certain terms of your contracts. By using this website and registering for such services, you consent to EMERGENT's display of such information via the services and accept all risks of unauthorized access to such information.

If you provide any information that is false, inaccurate, out of date, or incomplete, or EMERGENT has reasonable grounds to suspect that such information is false, inaccurate, not current, or incomplete, EMERGENT may suspend or terminate your account and refuse any and all current or future use of the services or any portion thereof. You are responsible for all costs and charges, including without limitation, phone charges, internet charges and telecommunications equipment, that you incur in order to use the services.

No Unlawful or Prohibited Use

As a condition of your use of the website, you will not use the website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any EMERGENT server, or the network(s) connected to any EMERGENT server, or interfere with any other party's use and enjoyment of the website. You may not attempt to gain unauthorized access to services, materials, other accounts, computer systems or networks connected to any EMERGENT server or to the website, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the website.

You agree that any email or other correspondence that you send to any person, business or entity informing them of EMERGENT's website or services shall be done in accordance with all applicable laws and will be done with the consent and permission of the recipient of the email or other correspondence. You also agree and consent that EMERGENT may send you email and other correspondence informing you of information about EMERGENT's website and services, and any other information that EMERGENT believes would be of interest to you.

Use of Services on the Website

The website may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages and/or other message or communication facilities designed to enable you to communicate with others (each a "Communication Service" and collectively " Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using the Communication Services or the website, you will not:

Use the Communication Services or the website in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, obscene as to minors, child pornography, racist, lewd, lascivious, filthy, excessively violent, harassing, indecent, unlawful, or otherwise objectionable topic, name, material or information.

Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.

Use any material or information, including images or photographs, which are made available through the website in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.

Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.

Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.

Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

Restrict or inhibit any other user from using and enjoying the Communication Services.

Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

Harvest or otherwise collect users’ content or information, including e-mail addresses.

Access or attempt to access the website or any of the Communication Services using any automated means, including the use of any data gathering or extraction methods such as harvesting bots, robots, spiders, or scrapers.

Violate any applicable laws or regulations.

Create a false identity for the purpose of misleading others.

Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Communication Services or other user or usage information or any portion thereof.

Use any EMERGENT domain name as a pseudonymous return email address for any communications that you transmit from another location or through another service.

Transmit unsolicited or bulk communications to any EMERGENT account holder or to any emergent.com or affiliated email address (regardless of whether you use the website to transmit any such communication).

Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the website are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.

EMERGENT has no obligation to monitor the Communication Services. However, EMERGENT reserves the right to review materials posted to the Communication Services and to remove and/or edit any materials in its sole discretion. EMERGENT reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.

EMERGENT reserves the right at all times to disclose any information as EMERGENT deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in EMERGENT's sole discretion.

Always use caution when giving out any personally identifiable information about yourself or your children in any Communication Services. EMERGENT does not control or endorse the content, messages or information found in any Communication Services and, therefore EMERGENT SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THE COMMUNICATION SERVICES AND ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN ANY COMMUNICATION SERVICES. Managers and hosts are not authorized EMERGENT spokespersons, and their views do not necessarily reflect those of EMERGENT.

Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.

Materials to be provided to EMERGENT or posted to the Website

Unless otherwise specified, EMERGENT does not claim ownership of the content of any materials that you provide to EMERGENT (including, without limitation, information, ideas, concepts, techniques, feedback, data, questions, comments and suggestions, or the like) or the content of any post, upload, input or submit to the website or its associated services for review by EMERGENT, the general public, and/or by the members of any public or private community (each a "Submission" and collectively "Submissions"), and such Submissions shall be deemed not to be confidential. However, by posting, uploading, inputting, providing or submitting ("Posting") your Submission you are irrevocably granting EMERGENT, its parent, subsidiaries, affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their businesses (including, without limitation, all EMERGENT services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Submissions; to publish your name in connection with your Submission; develop, manufacture, and market products incorporating such ideas, concepts, or techniques, and the right to sublicense such rights to any supplier of the services and/or materials on the website. EMERGENT may retain any materials that you provide to it, including without limitation, emails, postings, uploads, inputs and submissions, and said materials shall remain the property of EMERGENT, and EMERGENT shall have the exclusive right to retain or delete said materials at its sole and absolute discretion.

No compensation will be paid with respect to the use of your Submission, as provided herein. EMERGENT is under no obligation to post or use any Submission you may provide and EMERGENT may remove any Submission at any time in its sole discretion.

By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these Terms of Use including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

In addition to the warranty and representation set forth above, by Posting a Submission that contain images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), you warrant and represent that (a) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by these Terms of Use and the website, (b) you have the rights necessary to grant the licenses and sublicenses described in these Terms of Use, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms of Use, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. By Posting Images, you are granting (a) to all members of your private community (for each such Images available to members of such private community), and/or (b) to the general public (for each such Images available anywhere on the website, other than a private community), permission to use your Images in connection with the use, as permitted by these Terms of Use, of any of the services or materials on the website (including, by way of example, and not as a limitation, making prints and gift items which include such Images), and including, without limitation, a non-exclusive, world-wide, royalty-free license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Images without having your name attached to such Images, and the right to sublicense such rights to any supplier of the services and/or materials on the website. No compensation will be paid with respect to the use of your Images.

You acknowledge that EMERGENT does not pre-screen Submissions, but that EMERGENT and its designees have the right (but not the obligation) in their sole discretion to block or restrict access to or the availability of, or to disable, any Submissions that is available via the website. Without limiting the foregoing, EMERGENT and its designees may disable, restrict access to or the availability of, any Submissions that violates the Terms of Use or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of any Submissions, including any reliance on the accuracy, completeness, or usefulness of such Submissions.

You understand that all Submissions, whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Submissions originated. This means that you, and not EMERGENT, are entirely responsible for all Submissions that you upload, post, provide, input, submit, or otherwise transmit via the website. EMERGENT does not control the Submissions posted via the website and, as such, does not guarantee the accuracy, integrity or quality of such Submissions. You understand that by using the website, you may be exposed to Submissions from others that are offensive, indecent or objectionable.

Unsolicited Idea Submission Policy

EMERGENT OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN EMERGENT'S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO EMERGENT. SO, PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO EMERGENT OR ANYONE AT EMERGENT. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT EMERGENT MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY AND ANY SUCH SUBMISSIONS WILL BE GOVERNED BY THESE TERMS OF USE, INCLUDING THE SECTION “MATERIALS TO BE PROVIDED TO EMERGENT OR POSTED TO THE WEBSITE.”

Spam E-mail and Postings

You agree that EMERGENT would be irreparably harmed by the use, by you or others, of the website or facilities in connection with the transmission of spam newsgroup postings or unsolicited e-mail in violation of these Terms of Use, and that EMERGENT is entitled to obtain injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). EMERGENT reserves the right to block, filter or delete unsolicited e-mail.

Indemnity

You agree to indemnify, defend and hold EMERGENT, and its parent, subsidiaries/related entities, affiliates, officers, agents, co-branders, partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Submissions, your use of the website, including any use by your employees or agents, your connection to the website, your violation of the Terms of Use, your violation of EMERGENT's Privacy Policy or any other policies, or your violation of any rights of another.

Advertisements and Promotions

EMERGENT may run advertisements and promotions from third parties on the website. The manner, mode and extent of advertising by EMERGENT are subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers other than EMERGENT found on or through the website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. EMERGENT is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-EMERGENT advertisers on the website.

Copyright Information

Other Legal Terms

The Terms of Use constitute the entire agreement between you and EMERGENT and govern your use of the website, superseding any prior agreements between you and EMERGENT on the subject matter (including, but not limited to, any prior versions of the Terms of Use). Notwithstanding the prior provision, to the extent, and only to the extent, that any terms set forth in this Terms of Use expressly contradicts any terms of a prior written agreement between you and EMERGENT in effect as of the date of your use of the website and specifically regarding your use of the website ("Executed Agreement"), such contradictory terms set forth in the Executed Agreement shall govern. You also may be subject to additional terms and conditions that may apply when you use other EMERGENT services, third-party content or third-party software. You must not assign or otherwise transfer the Terms of Use nor any right granted hereunder. If any of the terms or provisions of the Terms of Use is held to be invalid or unenforceable, such term or provision shall be reformed to a lawful one most closely reflecting its original intent, and the remaining terms and provisions shall continue to apply and be enforced. The Terms of Use and any changes thereto shall survive any termination or expiration of these Terms of Use.

California law and controlling U.S. federal law govern any action related to the Terms of Use, without regard to the principles of choice of law. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. You understand and agree that any legal dispute between you and EMERGENT, its parent, subsidiaries, affiliates, officers, owners, shareholders, directors, agents, affiliates and employees shall be brought in an appropriate Federal or California court in the County of Los Angeles, California. This Terms of Use and your use of EMERGENT's services shall in all respects be governed by the laws of the State of California. You agree that, before initiating legal action against EMERGENT, you will deliver a letter to EMERGENT by certified mail to: Emergent, 2835 North Naomi Street, Burbank, California 91504-4603. You agree to explain the basis of your dispute to EMERGENT and allow EMERGENT ten (10) business days to respond to your dispute. If your dispute cannot be resolved informally, you agree to submit your dispute to mediation with a third party mediator upon request of EMERGENT, with you and EMERGENT splitting equally the fees and costs of the mediation. If the dispute still cannot be resolved after mediation or if EMERGENT has not requested mediation, you may then proceed with your legal action as so provided by this provision.

You understand and agree that there is no agency, partnership, joint venture, employee-employer and/or franchiser-franchisee relationship between you and EMERGENT. You understand that you are not authorized to take any action on behalf of EMERGENT.

You understand and agree that the Terms of Use and any changes thereto may be assigned by EMERGENT, in its sole discretion, to a third party in the event of a merger, acquisition or other business transaction in which EMERGENT deems it appropriate to assign such rights to a third party. You also understand and agree that each member of the group of companies of which EMERGENT is the parent or a subsidiary shall be third party beneficiaries to the Terms of Use and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms of Use which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

You understand and agree that EMERGENT's failure to act with respect to a breach by you or others under the Terms of Use does not waive EMERGENT's right to act with respect to subsequent or similar breaches.

EMERGENT controls and operates this website from its headquarters in various locations in the United States of America and makes no representation that this website is appropriate or available for use in other locations. If you use this website from other locations, you are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.

You acknowledge and agree that material on this website is subject to the U.S. Export Administration Laws and Regulations. Diversion of such material contrary to U.S. law is prohibited. You agree that none of the material on this website, nor any direct product therefrom, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects unless authorized by the U.S. Government. You certify that you are not on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals List. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

The failure of EMERGENT to exercise or enforce any right or provision of the Terms of Use does not constitute a waiver of such right or provision. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the website or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.