TERMS OF USE OF DENOVOSOFTWARE.COM

1.    BINDING EFFECT. This is a binding agreement. By using the Internet site located at either www.denovosoftware.com or publish.denovosoftware.com (collectively, the “Site”) or any services provided in connection with the Site, you agree to abide by these Terms of Use, as they may be amended by De Novo Software (“we,” “us” or “Company”) from time to time in its sole discretion. We will post a notice on the Site any time these Terms of Use have been changed or otherwise updated. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Site and the services it offers. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE TO USE THE SITE AND TO ENTER INTO THIS AGREEMENT, WHICH CREATES BINDING LEGAL OBLIGATIONS FOR LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SITE. BY ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

2.    CONTACT INFORMATION. If you have any questions concerning us, the Site, these Terms of Use, or anything related to any of the foregoing, we can be reached at the following numbers and addresses:
De Novo Software
3250 Wilshire Blvd. Suite 803
Los Angeles, CA, 90010
    Phone: 213 814 1240
    Fax: 213 814 1240
   publish@denovosoftware.com

3.    PRIVACY POLICY. We respect your privacy and permit you to control the treatment of your personal information. A complete statement of our current privacy policy can be found by clicking here. Our privacy policy is expressly incorporated into this Agreement by this reference, and your use of the Site indicates your agreement to our privacy policy as part of these Terms of Use.  If there is any conflict between this Agreement and the privacy policy on any matters relating to the privacy of your personal information, the terms of the privacy policy will prevail.

4.    CONFIDENTIALITY OF PASSWORDS.  If at any point you are required to open an account to use or access the Site or its services, you will be required to complete a registration process by providing the complete and accurate information requested on the registration form. You may also be asked to provide a user name and password. You will be entirely responsible for maintaining the confidentiality of your password. You will not use the account, username, or password of someone else at any time. You agree to notify us immediately on any unauthorized use of your account, user name, or password. We will not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by us, our affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.

5.    USE OF SOFTWARE. Use of the Site may require you to use software provided by or operated from the Site, and on occasion we may make certain software available to you from the Site. To the extent you use such software or download such software from the Site, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, “Software”) will be deemed to be licensed to you by us, for your personal, noncommercial, home use only; provided, however, that if the Software requires that you read and accept a separate End User License Agreement (or other agreement containing license terms), then the terms of such separate license agreement will govern your use of that Software and will supersede the license terms contained in this paragraph. We do not transfer either the title or the intellectual property rights to any Software, and we (or our licensors) retain full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form. All trademarks and logos are owned by the Company or its licensors or business partners, and you may not copy or use them in any manner.

6.    USER  MATERIALS AND PUBLISHING TERMS.

6.1    USER MATERIALS GENERALLY.  In addition to your obligations under the publishing terms set forth in Section 6.2 below, you hereby grant us a license to use any materials you post or otherwise provide to the Site or the Company. Except for any Case Data that you Publish under Section 6.2 below, by posting, downloading, displaying, performing, transmitting, or otherwise distributing information, inquiries or other content (collectively, your “User Materials”) to the Site or the Company, you are granting us, our affiliates, officers, directors, employees, consultants, agents, and representatives a license to use those User Materials in connection with the operation of this Site and of our business generally, and in connection with the business of our affiliates, agents, representatives, and business partners.  This license includes, without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Materials. You will not be compensated for any User Materials. You agree that, if you provide us with your name, we may publish or otherwise disclose your name in connection with your User Materials. By posting User Materials on the Site or providing User Materials to the Company, you warrant and represent that you own the rights to the User Materials or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Materials.  For avoidance of doubt, the User Materials expressly exclude any Case Data (defined below), and your rights and obligations, and the rights and obligations of the Company, in and to any Case Data are as set forth in Section 6.2 below.

6.2    PUBLISHING TERMS.  Without limiting the generality of the license you grant us to your User Materials in Section 6.1 above, we may also permit you to submit (“Publish”) a data file (“Case Data”) that you created using our Software, in order to make that Case Data available to third parties (as described in more detail in Section 6.2(a) below), so that those third parties might have the opportunity to review the analysis of that Case Data produced by the Software.  We may, at our sole discretion, identify you as the source of any such Case Data.  Publishing is a free service, and we may, in our sole discretion, delete, block access to, or refuse to carry any of your Case Data. The following terms, conditions and covenants apply to any Case Data that you submit, and if you do not agree with all of these terms, then you should not submit Case Data:

(a)    When you Publish your Case Data, unless we should determine not to make that Case Data available, we will provide you with an Internet address that will link to your Case Data (the “Case Data URL”). We will provide you with the Case Data URL once it has been established, it will then be up to you to make that Case Data URL available to those third parties that you want to have access to your Case Data.  You are solely responsible for controlling distribution of each Case Data URL that we provide to you.

(b)    You grant the Company a non-exclusive, transferable and sublicensable, irrevocable, perpetual, royalty-free license to make your Case Data available by hyperlink to the Case Data URL to any third parties that have that Case Data URL.  We will not be taking any steps to identify or authorize third parties seeking to access Case Data; any person or entity that has a Case Data URL is presumed to have the right to access the applicable Case Data.  For this reason it is important that you carefully control the manner in which you publicize and distribute any Case Data URLs that we create for you.

(c)    You represent and warrant that you will Publish no Case Data that contains any copyrighted material absent the author or copyright owner's express written permission, any trade secret material absent its owner’s express written consent, or any material that is included for any commercial purposes whatsoever.

(d)    You, and not the Company, are responsible for the contents of, and any conduct associated with, any of your Case Data.  By submitting Case Data to be Published, and by distributing any Case Data URL that the Company provides to you, you represent that: you generated the Case Data by using the Company’s Software in accordance with its documentation and other instructions; the Case Data does not contain any personally identifiable information concerning any patient, or any information from which such personally identifiable information could be derived; and, you were authorized to generate the Case Data, and you are now further authorized to provide it to the Company to be Published.  You will indemnify the Company under the terms of Section 16 below for any breach of the foregoing representations.  Please contact the Company if you have any questions about how to remove patient information from your Case Data.

6.3    USE OF CASE DATA.  This paragraph applies to all Site users who Publish Case Data, as well as to all Site users who use a Case Data URL (directly or indirectly, and whether or not authorized by the party that Published the applicable Case Data) to access Case Data.  All Case Data is provided AS IS without warranty of any kind, and any Case Data that the Company provides is provided as a free service without Company obligation, warranty or assurance of any kind.  All risk of use of any Case Data is with you, and the Company expressly and completely disclaims all warranties related to such use. Without limiting the foregoing, the Company makes no guarantee of the accuracy, correctness, or completeness of any Case Data, and the Company is not and will not be responsible for: any errors or omissions arising from the use of any Case Data; any errors or omissions arising from the use of any Software to analyze any Case Data; or any losses or damages (including without limitation any lost data, opportunity, profits or revenue) arising from the use of any Case Data or any Software or services provided by the Company.  In addition, the Company will have no responsibility to limit or otherwise control who has access to Case Data or to any Case Data URL, and the Company will have no obligation to protect or otherwise avoid disclosure of any confidential information that may have been Published as, or in connection with, any Case Data.  The Company may remove any Case Data at any time in its sole discretion, and makes no warranty regarding the continued availability of any particular Case Data or Case Data URL.

7.    COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS. When accessing the Site or using the services it offers, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you will be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

8.    INAPPROPRIATE CONTENT. You will not make certain types of Content available, as follows: You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. We reserve the right to terminate your receipt, transmission, or other distribution of any such material using the Site or its services, and, if applicable, to delete any such material from our servers. We intend to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

9.    COPYRIGHT INFRINGEMENT. We have in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the services we offer. We have adopted a policy that provides for the immediate suspension and/or termination of any Site user who is found to have infringed on the rights of the Company or of a third party, or otherwise violated any intellectual property laws or regulations. Our policy is to investigate any allegations of copyright infringement brought to our attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want us to delete, edit, or disable the material in question, you must provide us with all of the following information:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;

(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For this notification to be effective, you must provide it in writing to the Company’s designated agent, who may be reached at the following address:
Copyright Agent
3250 Wilshire Blvd.
Suite 803
Los Angeles, CA 90010
    Fax: 213.814.1240
    copyright@denovosoftware.com

10.    ALLEGED VIOLATIONS. We reserve the right to terminate your use of the Site at any time and for any reason (including for no reason). To ensure that we can provide a high quality experience for you and for other users of the Site, you agree that we or our representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the services we offer.  We do not intend to disclose the existence or occurrence of such an investigation unless required by law, but we reserve the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if we believe that you have violated any of the Terms of Use, furnished us with false or misleading information, or interfered with use of the Site by others.

11.    NO WARRANTIES. THE CONTENTS OF THE SITE ARE FOR INFORMATIONAL PURPOSES ONLY.  THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES. WE ARE MAKING THE SITE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES IT OFFERS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  THE COMPANY DOES NOT WARRANT THAT THE SITE OR ANY SERVICES IT OFFERS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR ITS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. 

12.    LIMITED LIABILITY. OUR LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY THE COMPANY.  This limitation will apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.

13.    AFFILIATED SITES. We have no control over, and no liability for any third party websites or materials. We work with a number of partners and affiliates whose Internet sites may be linked with the Site. Because neither the Company nor the Site has control over the content and performance of these partner and affiliate sites, we make no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that we make no guarantees about, and assume no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.

14.    PROHIBITED USES. We impose certain restrictions on your permissible use of the Site and the services it offers. You are prohibited from violating or attempting to violate any security features of the Site, including, without limitation, (a) accessing content or data (including, without limitation, any Case Data or Case Data URL) not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Site or any associated services, system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or its servers to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Site; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Company in providing the Site or its services. Any violation of system or network security may subject you to civil and/or criminal liability, and will result in a loss of your ability to access and use the Site.

15.    INDEMNITY. You agree to indemnify us and our business partners for certain of your acts and omissions. You agree to indemnify and hold harmless the Company, its affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms of Use, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. We will notify you promptly of any such claim, loss, liability, or demand, and in addition to your foregoing obligations, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

16.    COPYRIGHT. All contents of the Site are: Copyright © De Novo Software and its licensors.  All rights reserved. For more information (including any questions about licenses to materials found on the Site), please contact De Novo Software at the address set forth in Section 2 above.

17.    GOVERNING LAW. These Terms of Use will be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Los Angeles, California, USA in all disputes arising out of or related to the use of the Site or any transactions related to this Agreement.

18.    SEVERABILITY; WAIVER. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

19.    NO LICENSE. Nothing contained on the Site should be understood as granting you a license to use any of our trademarks, service marks, or logos, or the trademarks, service marks, or logos owned by any third party.

20.    MODIFICATIONS. We may, in our sole discretion and without prior notice, (a) revise these Terms of Use; (b) modify the Site or any of the services it offers; and (c) discontinue the Site or any of its services at any time. We will post any revision to these Terms of Use to the Site, and the revision will be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you will abide by any such revision.