1. Restrictions on Use.
The TruVida Recovery Web Sites are offered to its users conditioning upon the knowledge acceptance without modification of the terms, conditions, and notices contained herein (the “Agreement”). The use of the TruVida Recovery Web Sites constitutes the acknowledgement and agreement to all such terms, conditions and notices, as set forth below and in all links to this Agreement. If you do not agree to accept the terms of this Agreement, you may not access or use the TruVida Recovery Web Sites.
3. Personal and Non-commercial Use Limitation.
TruVida Recovery Web Sites shall be exclusively for business use or otherwise specified as it relates to your relationship with TruVida Recovery, and your personal and other non-commercial use. Unless expressly permitted by TruVida Recovery, you are not allowed to modify copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, solutions/products or services obtained from the TruVida Recovery Web Sites. Subje ct to any applicable terms in addition to this Agreement, you may download information, software, solutions/products or services obtained from the TruVida Recovery Web Sites only for business use as it related to your relationship with TruVida Recovery, your personal and other non-commercial use, provided you keep intact all copyright and other proprietary notices.
4. Links to Third Party Sites/Business Relationships.
TruVida Recovery makes no representations whatsoever about any other web site which you may access through the TruVida Recovery Web Sites. When you access a non-TruVida Recovery Web Site, even one that may contain the TruVida Recovery-logo or other TruVida Recovery trademark, service mark or trade name, please understand that it is independent from TruVida Recovery, and that TruVida Recovery has no control over the content on that web site. Additionally, the TruVida Recovery Web Sites may contain links to other web sites (“Linked Sites”). The Linked Sites may not be under the control of TruVida Recovery and TruVida Recovery is not responsible for the contents of any Linked Site not under TruVida Recovery control, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. TruVida Recovery is not responsible for any form of transmission received from any Linked Site. TruVida Recovery makes no warranties or representations of any kind as to the accuracy, currency, or completeness of any information contained in such Linked Sites and shall have no liability for any damages or injuries of any kind arising from such content or information. TruVida Recovery is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by TruVida Recovery of the site or any association with its operators. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TruVida Recovery, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER FOR ANY USE OF THE LINKED SITES INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. No Unlawful or Prohibited Use.
As a condition of your use of the TruVida Recovery Web Sites, you warrant to TruVida Recovery that you will not use the TruVida Recovery Web Sites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the TruVida Recovery Web Sites in any manner which could damage, disable, overburden, or impair the TruVida Recovery Web Sites or interfere with any other party’s use of the TruVida Recovery Web Sites. You may not obtain or attempt to obtain any materials or information through any means not made available or provided to you through the TruVida Recovery Web Sites.
6. Use of Communication Services.
The TruVida Recovery Web Sites may contain bulletin board services, chat areas, blogs, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with and share information with
the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. Without prejudice to the generality
of the foregoing, you agree that when using a Communication Service, you will not: Defame, abuse, harass, stalk, threaten, damage the reputation of or otherwise infringe or violate the legal rights (such as rights of privacy and publicity) of others; breach any legal duty owed to others nor advocate, promote or incite any third party to commit or assist any unlawful or criminal act. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, offensive, discriminatory, indecent, illegal or unlawful topic, name, material or information. Intentionally post inaccurate, false or misleading information or information containing your personal opinions not genuinely held by you. Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents. Publish, post, upload or distribute another’s confidential, proprietary, sensitive or personal information or any information relating (directly or indirectly) to any past or existing commercial arrangements, contracts, engagements or provision of goods and services between any persons or organizations. Upload files that contain viruses, worms, corrupted files, or any other similar software, programs or malicious content that may damage the operation of systems hosting TruVida Recovery Web Sites or another’s computer. Advertise or offer to sell or buy or make available any goods or services for any business purpose, unless such Communication Service specifically allows such messages in which case you shall not advertise or offer to sell or buy or make available any unlawful goods or services . Conduct or forward surveys (unrelated to TruVida Recovery business), contests, pyramid schemes or chain letters. Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner. Falsify or delete any 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 information about others, including e-mail addresses, without their and TruVida Recovery‘s consent. Violate any applicable laws or regulations.
Your participation in the Communication Services, including any personal web page or group identified as “private” or “secret” may be reviewed, edited, censored, removed or otherwise controlled by TruVida Recovery, although TruVida Recovery is under no legal obligation to you or any other person to do so, and shall not be responsible as author, editor or publisher (either directly or indirectly) for any information, ideas, data, materials or other content made available by you using the Communication Services. TruVida Recovery reserves the right to restrict
7. TruVida Recovery‘s Unsolicited Idea Submission Policy
TruVida Recovery and its employees do not accept nor consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved solutions, products or technologies, solution or product enhancements, processes, marketing plans or new solution or product names. Please do not submit any unsolicited ideas, samples, demos or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when TruVida Recovery‘s software, solutions, products and/or services, or marketing strategies, might seem similar to ideas submitted to TruVida Recovery. If, despite our request that you not send us your ideas, you still submit them, then regardless of what message accompanies the submission, the following terms shall apply to your submissions. You agree that: (1) your submissions and their contents will automatically become both the legal and equitable property of TruVida Recovery, without any compensation to you; (2) TruVida Recovery may use or redistribute the submissions and their contents for any purpose and in
any way without limitation; (3) there is no obligation for TruVida Recovery to review the submission; (4) there is no obligation to keep any submissions confidential; and (5) you hereby agree to waive absolutely any and all moral rights arising from your submissions and their contents so far as is lawfully possible and any broadly equivalent rights you may have in respect of your submissions and their contents in any territory of the world.
8. Materials Provided to TruVida Recovery or Posted on TruVida Recovery Web sites.
NOT to be confidential and TruVida Recovery shall have no obligation of any kind with respect to such Materials or any underlying information.
(Materials) in connection with the operation of their businesses including, without limitation, the rights to: copy, modify, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your submission (Materials) (which includes the right to incorporate any portion thereof into any products or services offered to the public by TruVida Recovery); any Materials used in this way must be attributed in the manner specified by the author or licensor (but not in any way that suggests that they endorse you or your use of their work), and you hereby agree to waive absolutely any and all moral rights arising from the (Materials) so far as is lawfully possible and any broadly equivalent rights you may have in respect of the (Materials) in any territory of the world. No compensation will be paid with respect to the use of any Materials. TruVida Recovery is under no obligation to post or use any Materials you may provide and may remove any Materials at any time in TruVida Recovery‘s sole discretion. By posting, uploading, inputting, providing or submitting your Materials you warrant and represent that you own or otherwise control all of the rights to your Materials as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Materials. When accessing secure areas on the TruVida Recovery Web Sites requiring authentication, you are responsible for the additional terms and conditions of any agreements between TruVida Recovery and you or your employer, client or other associate to the extent any agreements apply to you.
9. Forward-Looking Statements.
Forward-looking statements connotes expectations or forecasts of future events. The TruVida Recovery Web Sites may contain such statements within the meaning of the US Securities Litigation Reform Act of 1995. Please note that TruVida Recovery‘s actual performance, financial condition or business could differ materially from those expressed. Any or all TruVida Recovery forward-looking statements involve uncertainties and risks as to what may happen in the future and may turn out to be inaccurate or wrong. You are cautioned not to place undue reliance on any such forward-looking statements. Information concerning factors that could cause actual results to differ materially from those in the forward-looking statements may be found under the heading “Risk Factors” in Item 1A of TruVida Recovery‘s latest Form 10-K and in other periodic filings which are on file with the SEC. TruVida Recovery‘s actual results may vary materially, and there are no guarantees about the performance of TruVida Recovery stock. TruVida Recovery has no obligation to (and expressly disclaims any such obligation to) publicly update or revise the statements made herein or the risk factors that may relate thereto whether a result of new information, future events or otherwise.
10. Communities and Groups.
There are part of the TruVida Recovery Web Sites, wherein users are able to create, join, participate and/or contribute to communities and collaborative groups. Their purpose should only be of communicating, collaborating, or doing business with TruVida Recovery, TruVida Recovery associates and/or TruVida Recovery clients. Creation of groups for purposes such as personal communication with non-TruVida Recovery associates, collaboration internal to your personal business, or doing business with entities other than TruVida Recovery is not allowed.
11. Software Available on the TruVida Recovery Web Sites.
Downloadable software made available from the TruVida Recovery Web Sites (excluding software that may be made available by end-users through a Communication Service), is the copyrighted work of TruVida Recovery and/or its suppliers (“Software”). The use of any particular downloadable software is governed by the terms of the business agreement or end user agreement, if any, which accompanies or is included with the Software (“License Agreement”). It is not allowed to use any Software that is accompanied by or includes a License Agreement unless you firstagree to the License Agreement terms. For any Software not accompanied by a License Agreement, TruVida Recovery hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and otherwise using the TruVida Recovery Web Sites in accordance with this Agreement, and for no other purpose provided that you keep intact all copyright and other proprietary notices. No other license has been granted. Modification, Alteration, de-compile, reverse engineer are prohibited or otherwise change Software, except to the extent as permitted by applicable law without the possibility of contractual waiver. All Software is protected by copyright laws and international treaty provisions. Reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the U.S. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to U.S. export restrictions.
12. Liability Disclaimer
13. Copyright and Trademark Notices
All of the contents that can be found at TruVida Recovery Web Sites are: Copyright 2009. TruVida Recovery Corporation, 2800 Rockcreek Parkway, North Kansas City, Missouri 64117-2551 U.S.A. All rights reserved. Any software used and proper documentation techniques are protected by copyright laws as well as international copy-right treaties. Any form of material and electronic files found on the TruVida Recovery Web Sites belongs to the valuable properties of TruVida Recovery, containing substantial creative rights and privileges, no part of which may be reproduced or transmitted in any form or by any means, or retained in any storage or retrieval system, without the express written permission of TruVida Recovery. The use or misuse of these trademarks, designs, service marks, tradenames, copyrights, or other materials (collectively “Intellectual Property”), except as permitted herein, is entirely and utterly prohibited and can be in direct violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, communications regulations and statutes, and other laws, statutes and/or regulations. TruVida Recovery reserves all rights in its Intellectual Property. For information about referencing or using TruVida Recovery Marks (trademarks, service marks and tradenames), please consult the Third Party Trademark Guidelines and the list of TruVida Recovery Corporation Trademarks.
14. Notices and Procedures for Making Claims of Copyright Infringement.
The Digital Millennium Copyright Act of 1998, as can be found on the U.S. Copyright Office’s website, mandates TruVida Recovery to respond expeditiously to claims of copyright infringement committed at the TruVida Recovery Web Sites or any other locations to which TruVida Recovery provides a link, that are reported to the individual designated below. Copyright owners, or users that are authorized to act on behalf of an another owner of any exclusive right under copyright, and believes that their work has been copied in a way that constitutes copyright infringement by TruVida Recovery or a user, they may submit a notice of infringement to the individual designated below.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to:
29522 Via Valverde
Laguna Niguel, CA. 92677
Attn: Corporate Counsel, I.P.
TruVida Recovery may, in appropriate circumstances, terminate a TruVida Recovery Web Site user if they be a repeat infringer. If you believe that a TruVida Recovery Web Site user is such, please the contact information above for a TruVida Recovery‘s designated agent and provide information sufficient for TruVida Recovery to verify that the user is a repeat infringer.
15. User Representations.
You represent and warrant yourself that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement and the usage of the TruVida Recovery Web Sites in accordance with this Agreement. You have agreed that you are financially responsible for the use of the TruVida Recovery Web Sites and have also agreed to comply with any responsibilities and obligations as stated in this Agreement.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS TruVida Recovery, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING
REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR USE OF THE TruVida Recovery WEB SITES AND ANY ACCOUNT YOU MIGHT HAVE (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWID INTELLECTUAL
PROPERTY RIGHTS, MISAPPROPRIATION OF TRADE SECRETS OR OTHER PROPRIETARY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT).
17. Waiver, Release and Limitation of Liability
YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST TruVida Recovery, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE TruVida Recovery WEB SITES. THIS SECTION 17 WILL NOT APPLY TO CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY TruVida Recovery OR ANY OTHER CLAIMS IN RESPECT OF LIABLITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED.
18. Term & Termination
Either you or TruVida Recovery may terminate your right to use the TruVida Recovery Web Sites at any time, with or without cause, upon notice. In addition, TruVida Recovery may withdraw, suspend or discontinue any functionality or feature of the TruVida Recovery Web Sites;
provided, however, that if your agreement with TruVida Recovery provides for the continued use of any functionality or feature, TruVida Recovery will continue to provide that respective functionality or feature to its users and are subject to the provisions of such agreement. The provisions concerning Copyrights, Indemnification, Waiver, Release and Limitation of Liability, and General shall survive any termination of this Agreement.
This Agreement and its entirety is governed by US federal law or the laws of the State of Missouri. You hereby consent to the exclusive jurisdiction and venue of courts in Clay County, Missouri, U.S.A. in all disputes arising out of or relating to the use of the TruVida Recovery Web Sites. Use of the TruVida Recovery Web Sites is unauthorized in any jurisdiction that does not give effect to all provisions of these this Agreement, including without limitation this paragraph has provided. Any cause of action or claim you may have with respect to TruVida Recovery must be commenced within one (1) year after the claim or cause of action arises. TruVida Recovery‘s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. TruVida Recovery may assign its rights and duties under this Agreement to any party at any time without notice to you.
With this agreement, you the user agrees that no joint venture, partnership, employment or agency relationship exists between you and TruVida Recovery as a result of this Agreement or use of the TruVida Recovery Web Sites. TruVida Recovery‘s performance of this Agreement is subject to existing laws may it be local and legal process, and nothing contained in this Agreement is in derogation of TruVida Recovery‘s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the TruVida Recovery Web Sites or information provided to or gathered by TruVida Recovery with respect to such use.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid,
enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
TruVida Recovery may deliver notice to its users under this Agreement by means of electronic mail, a general notice on the TruVida Recovery Web Sites, or by written communication delivered by first class U. S. mail to any individual’s address on record in TruVida Recovery‘s account information. Users may give notice to TruVida Recovery at any time via electronic mail to Webmaster@TruVidaRecovery.com or by letter delivered by first class postage prepaid U. S. mail or overnight courier to the following address:
29522 Via Valverde
Laguna Niguel, CA. 92677
Attn: Online Marketing,
Information on the TruVida Recovery Web Sites are subject to changed or updated without prior notice. TruVida Recovery may also make improvements and/or changes in the solutions and/or the services described on the TruVida Recovery Web Sites at any time without notice.
If any case should arise conflicting between the terms of this Agreement and the terms and conditions of a dually-executed agreement between TruVida Recovery and User, the terms of the dually-executed agreement between TruVida Recovery and User shall have precedence.
22. Global Availability.
TruVida Recovery does not represent that the information on the TruVida Recovery Web Sites is appropriate or available for use in any other locations, and access to them from territories where the contents are illegal or prohibited. Users who choose to access the TruVida
Recovery Web Sites from other locations do so on their own undertaking and are responsible for compliance with local laws that are applicable. Information on the TruVida Recovery produced on the World Wide Web may contain references or cross references to TruVida Recovery solutions, programs and services that are not announced or available in your country. Such references do not imply that TruVida Recovery intends to
announce such solutions, programs or services in your country. Users can consult their local TruVida Recovery business contact for information regarding the solutions, programs and services which may be available to them.