EONCODE TERMS OF SERVICE
Updated November 2009
This Site is provided by EonCode, Inc. ("EonCode" and "we" or "us"). Your use of this Site is subject to these Terms of Service (the "TOS"). Please read this TOS and the other information referred or linked to in this TOS carefully and be sure you understand it, since it is a legally binding agreement that contains important information about our Site and your permitted use of it. From time to time we may unilaterally modify this TOS, so it is important that you review this TOS every time you use this Site.
PLEASE NOTE: YOUR USE OF THIS SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS OF THIS TOS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS TOS, THEN YOU MAY NOT USE THIS SITE.
Right to use the Site
EonCode grants you a limited, non-exclusive, revocable license for you to use this Site for your personal entertainment, information, education, and communication, upon all of the terms of this TOS. This Site contains materials and other items relating to EonCode and its products and services, and similar items from our business partners, licensors, and licensees, and other third parties (collectively, the "Content"). The Content may be in the form of information, text, data, images, graphics, button icons, registered and unregistered trademarks, illustrations, photographs, audio clips, music, sounds, pictures, videos, software, or other forms and formats now known or later invented. In using this Site, you must respect the intellectual property rights of EonCode and others, all as outlined below. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
Ownership
All Content is copyrighted, and it is either owned or used with permission by EonCode. EonCode disclaims any representation or warranty that your unauthorized use of Content will not infringe upon rights of third parties not owned by or affiliated with EonCode.
Except as set forth in this TOS or in the text of this Site, you may not reproduce, distribute, publish, transmit, modify, adapt, translate, display, distribute, sell, license, publicly perform, prepare derivative works based upon, or otherwise use or exploit the Content. You may download one copy of portions of the Content in temporary storage on one personal computer for your personal, non-commercial, non-political, non-networked viewing and use only, provided you do not delete or change any copyright, trademark, or other proprietary notices. The foregoing limited right does not give you any ownership of any Content. Except as expressly provided above, nothing contained in this TOS may be construed as conferring to you (by implication, estoppel, or otherwise) any license or right to any Content under any copyright or any other intellectual property right.
The trademarks, logos, and service marks displayed on this Site are owned by EonCode and third parties, and this Site's trade dress is owned by EonCode (collectively, the "Trademarks", which also constitute Content). All Trademarks not owned by EonCode are the property of their respective owners, and are used with permission. Nothing contained on this Site may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any Trademark.
Restricted Areas
Some portions of the Site are password-protected, and are restricted in access to customers who have purchased EonCode products under a separate agreement between the customer and EonCode ("Customer Contract"), or persons who have been given temporary access to the restricted areas for viewing product demonstrations or for similar purposes. All uses of the restricted areas of the Site are governed by the terms of the Customer Contract as applicable. If you are granted limited access to the restricted areas of the Site without having yet entered into a Customer Contract, you agree that in addition to the terms of this TOS, the Content in the restricted area is confidential to EonCode, and you will not use such Content for any purpose other than internal evaluation of the EonCode products, and shall not disclose such Content to any third party without the prior written consent of EonCode.
Communications with EonCode
EonCode likes to hear from you. However, in your communications with EonCode, please keep in mind that, unless it specifically requests them, EonCode does not request or solicit any ideas or suggestions relating to new toys, games, inventions, products, services, or any other matters. Therefore, please do not send to EonCode any unsolicited materials, such as ideas for toys, games, or other products, or any other suggestions, ideas, notes, drawings, inventions, techniques, models, designs, concepts, or other similar information or materials.
Any such submissions and any questions, comments, answers, suggestions, or the like submitted by you to EonCode via this Site or by fax, mail, or otherwise, or transmitted, posted, or uploaded by you to this Site (collectively, "Your Submissions") will be treated as non-confidential and nonproprietary, and EonCode will not assume any responsibility, obligation, or liability for them or for EonCode's receipt or non-receipt of them. EonCode's receipt of Your Submissions is not an admission by EonCode of their novelty, priority, or originality, and it does not impair EonCode's right to contest existing or future intellectual property rights relating to Your Submissions.
You grant EonCode a non-exclusive, royalty-free, perpetual, irrevocable, and sublicensable right and license to reproduce, distribute, publish, transmit, modify, adapt, translate, display, distribute, sell, license, publicly perform, prepare derivative works based upon, and otherwise use or exploit Your Submissions throughout the world in any and all media. You represent and warrant that: (a) you have the right and authorization to make the foregoing grant without the consent of any third party, and (b) Your Submissions are accurate and, as permitted to be used by EonCode in this TOS, do not and will not infringe any right of any third party.
When you send e-mail to us, you are communicating with us electronically and you consent to receive communications from us electronically. Furthermore, you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Termination; Cooperation with Investigations
EonCode reserves the right, without any limitation whatsoever, to: (a) investigate any suspected breaches of its Site security or its information technology or other systems or networks, (b) investigate any suspected breaches of this TOS, (c) involve and cooperate with law enforcement authorities in investigating any such matters, (d) prosecute violators of this TOS to the full extent of the law, and (e) discontinue this Site or terminate your access to it at any time, without notice, for any reason and without any obligation to you whatsoever.
Privacy and Security
EonCode must collect certain information in order to operate this Site and to fulfill your requests or enable participation in certain online activities. But EonCode respects the privacy of its visitors, and is especially mindful of protecting the privacy of young children visiting our sites. Please click here to review our Privacy Policy.
We have adopted reasonable security measures to protect against the loss, misuse, and alteration of the personal information under our control. Nevertheless, we cannot guarantee complete security of personal information.
Disclaimers; Limitation of Liability
This Site may include technical inaccuracies or other errors, and your use and browsing of this Site is at your risk. THIS SITE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EONCODE DOES NOT WARRANT THAT THIS SITE WILL MEET YOUR REQUIREMENTS OR ACHIEVE A PARTICULAR RESULT, OR THAT YOUR USE OF THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF YOUR USE OF THIS SITE OR THE MATERIAL CONTAINED ON THIS SITE RESULTS IN YOUR NEED TO SERVICE OR REPLACE ANY PROPERTY, MATERIAL, EQUIPMENT, DATA, OR OTHER ITEM, THEN EONCODE WILL NOT BE LIABLE FOR THOSE COSTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SENTENCES, EONCODE WILL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF THIS SITE. THE DISCLAIMERS AND LIMITATIONS CONTAINED IN THIS PARAGRAPH ARE A MATERIAL PART OF OUR AGREEMENT TO PROVIDE THIS SITE TO YOU.
Links To This Site; Links To and From Third Party Websites
You are granted a limited, non-exclusive, revocable right to create hyperlinks to this Site, so long as: (a) the links are only to the home page of this Site, (b) the links only incorporate text, and do not use any Trademark graphics, (c) the links and related content on your site do not suggest any affiliation with EonCode or cause confusion among consumers, (d) the links and related content on your site do not portray EonCode or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and (e) the links and related content on your site are not operated for any commercial purpose.
This Site may contain links to or from third-party sites ("Linked Sites"), including, without limitation, sites operated by advertisers, licensors, licensees, and promotional and business partners of EonCode. EonCode has no control over the content of Linked Sites, and EonCode does not assume any obligation to review any Linked Sites. EonCode does not endorse, approve, or sponsor any Linked Sites, or any content, advertising, information, materials, products, services, or other items on or available on or from them, and EonCode disclaims all liability in connection therewith. Any activities you engage in connection with a Linked Site is subject to the privacy policy, conditions of use, and other terms imposed by the operator of the Linked Site and EonCode disclaims all liability in connection therewith.
General
A. Indemnity
You agree to indemnify, defend, and hold harmless EonCode and its officers, employees, agents, business partners, licensors, and licensees from any damages, liabilities, costs, and expenses (including reasonable attorneys' fees) on account of any claim, suit, action, demand, or proceeding made or brought against any such party, or on account of the investigation, defense, or settlement thereof, arising in connection with your use of this Site.
B. Revisions to this Site and this TOS
EonCode may, in its sole discretion, make changes to any aspect of this Site, including, without limitation, any Content, any activities available on this Site, and any products or services offered through this Site. EonCode may also, in its sole discretion, revise this TOS by updating or revising this document, with the revised terms taking effect as of the date of its posting. Continued use of this Site following the effective date of any such changes constitutes your acceptance of those changes.
C. Operation of Site; Availability of Products and Services
EonCode controls and operates this Site from its headquarters in Los Angeles, California in the United States of America, and EonCode makes no representation that this Site is appropriate or available for use beyond the United States of America. If you use this Site from other locations, you are responsible for compliance with applicable local laws. Although EonCode products and services are available in many parts of the world, this Site may describe products and services that are available only in the United States of America (or only parts of it) and are not available worldwide.
D. Jurisdiction, Venue, and Alternative Dispute Resolution
Any controversy or claim relating to this Site, the Content, or this TOS not otherwise resolved between you and EonCode will be settled solely by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), administered in accordance with the AAA's Supplementary Procedures for Consumer-Related Disputes. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into any court having jurisdiction of it. Any claim or cause of action that you may have with respect to this Site, the Content, or this TOS must be commenced within one year after the claim or cause of action arises or it will be forever barred. Any action or proceeding by EonCode relating to your access to, or use of, this Site or any Content in accordance with this paragraph will be instituted in state or federal court in Los Angeles County, California. Accordingly, you consent to the personal jurisdiction of the courts in Los Angeles County, California with respect to all matters relating to your access to or use of this Site and the Content and waive your rights to removal or consent to removal. This TOS will be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of law provisions. The foregoing provisions of this paragraph will not apply to any legal action taken by EonCode to recover damages for, or seek an injunction in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to this Site, any Content, EonCode's operations, and/or EonCode's products or services caused by your act or failure to act.
E. Severability
If any provision of this TOS is deemed unlawful, void, or unenforceable for any reason, then that provision will be deemed severable from the remainder of this TOS and will not affect the validity or enforceability of the remainder of this TOS.
Employee Non-Solicitation Agreement
As a condition of doing business with EonCode, Inc, you agree not to, in any capacity, on you own behalf, or on behalf of any other person, company or entity, undertake or assist in the solicitation of any then current employee of EonCode to terminate his, her, or its relationship, employment, or other association with EonCode.
