Last Updated 2014-04-01
1. PRIVACY NOTICE
Your privacy is important to SIRUM. SIRUM’s Privacy Notice is hereby incorporated into these terms by reference. Please read this notice carefully for information relating to SIRUM’s collection, use, and disclosure of your personal information.
2. ADDITIONAL GUIDELINES
When using the SIRUM Site, You will be subject to any additional posted guidelines or rules applicable to specific services and features (including, but not limited to the Donor or Donee Agreement you enter into with SIRUM) which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into these terms.
3. MODIFICATION OF THESE TERMS
SIRUM reserves the right, at our discretion, to change, modify, add, or remove portions of these terms at any time. Please check these terms and any Guidelines periodically for changes. Your continued use of the SIRUM Site after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these terms, such amended terms will automatically be effective thirty days after they are initially posted on the SIRUM Site.
4. PROHIBITED CONDUCT
BY USING THE SIRUM SITE YOU AGREE NOT TO:
4.01 use the SIRUM Site for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the SIRUM Site as such services are offered by SIRUM
4.02 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 8, below);
4.03 post, upload, or distribute any defamatory, libelous, or inaccurate content;
4.04 post, upload, or distribute any content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, sexual, or otherwise inappropriate;
4.05 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the SIRUM Site accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the SIRUM Site, or perform any other similar fraudulent activity;
4.06 delete the copyright or other proprietary rights on the SIRUM Site;
4.07 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the SIRUM Site. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, and petitions for signatures;
4.08 use the SIRUM Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
4.09 defame, harass, abuse, threaten or defraud Users of the SIRUM Site, or collect, or attempt to collect, personal information about Users or third parties without their consent, or use the SIRUM Site for any commercial use, it being understood that the SIRUM Site is for personal, non-commercial use only;
4.10 use the SIRUM Site if You are under the age of 18 years old;
4.11 remove, circumvent, disable, damage or otherwise interfere with security-related features of the SIRUM Site, features that prevent or restrict use or copying of any content accessible through the SIRUM Site, or features that enforce limitations on the use of the SIRUM Site;
4.12 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the SIRUM Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
4.13 modify, adapt, translate or create derivative works based upon the SIRUM Site or any part thereof, except and only to the extent foregoing restriction is expressly prohibited by applicable law; or
4.14 intentionally interfere with or damage operation of the SIRUM Site or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and You agree to accept responsibility for all activities that occur under your account or password. You agree that the information You provide to SIRUM on registration and at all other times will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), then You agree to immediately notify SIRUM. You may be liable for the losses incurred by SIRUM or others due to any unauthorized use of your SIRUM Site account.
6. THIRD-PARTY SITES, PRODUCTS AND SERVICES; LINKS
The SIRUM Site may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). SIRUM does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the SIRUM Site are solely between You and such advertiser. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES ARE SOLELY AT YOUR OWN RISK.
7. TERMINATION; TERMS OF SERVICE VIOLATIONS
7.01 You agree that SIRUM, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with SIRUM or your use of the SIRUM Site and remove and discard all or any part of your account, User profile, and any User Posting, at any time. SIRUM may also in its sole discretion and at any time discontinue providing access to the SIRUM Site, or any part thereof, with or without notice. You agree that any termination of your access to the SIRUM Site or any account You may have or portion thereof may be effected without prior notice, and You agree that SIRUM will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies SIRUM may have at law or in equity.
8. OWNERSHIP; PROPRIETARY RIGHTS
You agree to indemnify, save, and hold SIRUM, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the SIRUM Site, any violation by You of these terms, or any breach of the representations, warranties, and covenants made by You herein. SIRUM reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify SIRUM, and You agree to cooperate with SIRUM’s defense of these claims. SIRUM will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
10. DISCLAIMERS; NO WARRANTIES
10.01 No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SIRUM, AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SIRUM OR THROUGH THE SIRUM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 10 THE TERM SIRUM INCLUDES SIRUM’S EMPLOYEES, MEMBERS, SUPPLIERS, ADVISORS, DIRECTORS, OFFICERS, AGENTS, AFFILIATES, OR ANY OTHER INDIVIDUAL OR ENTITY ACTING ON BEHALF OF OR IN CONJUNCTION WITH SIRUM.
10.02 “As is” and “As available” and “With All Faults”. YOU EXPRESSLY AGREE THAT USE OF THE SIRUM SITE IS AT YOUR SOLE RISK. THE SIRUM SITE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, USER POSTINGS, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SIRUM SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
10.03 Content. SIRUM, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SIRUM SITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
10.04 Accuracy. SIRUM, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SIRUM SITE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
10.05 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SIRUM SITE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
10.06 Images and imprints. SIRUM PROVIDES NO WARRANTIES OR ASSURANCES REGARDING ANY OF THE SIRUM SERVICES, INCLUDING, BUT NOT LIMITED TO, THE TRUTH OR ACCURACY OF ANY MEDICATION IMAGES AND/OR IMPRINT DATA. SIRUM ENDEAVORS TO PROVIDE INFORMATION REGARDING PRODUCTS AND/OR EQUIPMENT (INCLUDING MEDICATION IMAGES AND IMPRINT DATA) WHICH IS ACCURATE, UP-TO-DATE AND COMPLETE, BUT NO GUARANTEE OR WARRANTY IS MADE TO THAT EFFECT.
11. LIMITATION OF LIABILITY AND DAMAGES
11.01 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL SIRUM OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE terms OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SIRUM SITE OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH SIRUM, EVEN IF SIRUM OR A SIRUM AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SIRUM’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
11.02 Limitation of Damages. IN NO EVENT WILL SIRUM OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SIRUM SITE OR YOUR INTERACTION WITH OTHER SIRUM SITE USERS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SIRUM SITE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
11.03 Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN SIRUM AND RECEIVED THROUGH OR ADVERTISED ON THE SIRUM SITE OR RECEIVED THROUGH ANY REFERENCE SITES.
11.04 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT SIRUM HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SIRUM, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SIRUM. SIRUM WOULD NOT BE ABLE TO PROVIDE THE SIRUM SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
11.05 Limitations by Applicable Law. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
12.02 Waiver. The failure of SIRUM to exercise or enforce any right or provision of these terms will not constitute a waiver of such right or provision. Any waiver of any provision of these terms will be effective only if in writing and signed by SIRUM.
12.03 Governing Law. These terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
12.04 Arbitration. For Users residing outside the United States of America and using the SIRUM Site in another territory, Section 12.5 (Jurisdiction) does not apply and this Section 12.4 applies to You. Any dispute or claim arising out of or in connection with these terms or your use of the SIRUM Services shall be finally settled by binding arbitration in San Francisco, California under the Rules of Arbitration of the International Chamber of Commerce by three arbitrator(s) appointed in accordance with said rules; judgment on the award rendered by these arbitrators may be entered in any court having jurisdiction thereof. The parties agree that this arbitration is the exclusive remedy for any disputes.
12.05 Jurisdiction. For Users residing inside the United States of America and using the SIRUM Site in the United States, Section 12.4 (Arbitration) does not apply and this Section 12.5 applies to You. You agree that any action at law or in equity arising out of or relating to these terms or SIRUM will be filed only in the state or federal courts in and for Santa Clara County, California, and You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
12.06 Severability. If any provision of these terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
12.07 Assignment. These terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by SIRUM without restriction. Any assignment attempted to be made in violation of this terms of Service shall be void.
12.08 Survival. Upon termination of these terms, any provision that, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections 8 through 12.
12.09 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these terms, and will not be deemed to limit or affect any of the provisions hereof.
12.11 Claims. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SIRUM SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.