Terms & Conditions

Engage Incorporated Terms of Use

THIS IS A LEGAL AGREEMENT GOVERNING THE USE OF THIS WEB SITE.

Acceptance of Agreement.

This agreement (“Agreement’) states the Terms and Conditions under which you may use this web site (the “Site”) and the Engage, Inc. Hosting or managed services provided by or through the Site (the "Service"). Please read this page carefully. If you ("You", "Your" or the "User") do not accept the following Terms and Conditions, do not use the Site or the Service. By using this Site or the Service, You are agreeing to comply with and be bound by these Terms and Conditions.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE ACTUAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS.

Updates.

Engage, Inc. (the "Company" or "Engage") may revise the Terms and Conditions at any time and from time to time by updating this posting. You should visit this page periodically to review the Terms and Conditions prior to using the Service because all changes will be binding on You. The terms "You", "Your" and "User" as used herein refer to all individuals and/or entities accessing the Service for any reason.

You can review the most current version of these Terms and Conditions at any time at: http://www.engage2day.com. If Engage makes a change to these Terms and Conditions and that change has a material impact on the Service, it will be posted at the web site referenced above for Your review. Your continued use of the Service following such notice constitutes Your acceptance of those changes.

Copyright.

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by You of any such matters or any part of the Site except as otherwise allowed by this Agreement is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

Service.

Engage provides its Service to You subject to the following terms of service agreement (the “TOS"). Engage will provide You with use of the Service as specified in this TOS, including a browser interface and data encryption, transmission, access and storage as may be applicable. Unless explicitly stated otherwise, any new features added to the current Service, including any new Engage services, will be subject to this TOS and may be subject to additional costs and/or terms and conditions. Engage may change Service features and functionality at any time and from time to time, with or without notice. Notice of significant changes will be posted on the Engage web site, which You must review periodically. You agree that Engage shall not be liable to You or any third party for any modification of the Service.

In order to use the Service, You must obtain access to the Internet and may be required to pay fees associated with such access. You must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device. In addition, You must: (a) provide true, accurate, current and complete billing information about Yourself as requested during sign-up and (b) notify Engage promptly if any of this information changes.

Service Defined. "Service" are those services that are included as part of Your Agreement with Engage and that You have purchased or will purchase thereunder from time to time, collectively the “Service”. The terms of the (Agreement) set forth and govern the rights and obligation of the Company and You regarding providing of the Service and Your payment for same, except to the extent otherwise modified or superseded by this TOS. In the event of any inconsistency between the terms and conditions of the (Agreement) and this TOS, the terms of this TOS shall govern.

Payment and Terms.

You agree to pay all fees that Engage charges You for the Service. You also agree to pay all foreign, federal, state and local taxes applicable to Your access, use or receipt of the Service. Engage may, at its option, include such taxes in the fees charged to You, in which event You shall pay such taxes to Engage. Fees are billed for the following month on the day of the sign-up date of each month, and are nonrefundable whether or not User licenses are actively used. An authorized license administrator that You designate may add user licenses by executing additional Agreement(s), the fees for which will be billed according to the terms stated in this Agreement. Unless terminated by You with not less than thirty (30) days prior notice, this Agreement will automatically renew at the end of the current billing period. Engage reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time for any additional Agreements or for the renewal of this Agreement.

All charges and fees will be billed in U.S. dollars. Engage reserves the right to suspend or terminate Your ability to create or update Your data if Your billing information becomes invalid or if Your account becomes 30 days or more delinquent. You agree and acknowledge that Engage has no obligation to retain Your data beyond 30 days after termination of this Agreement.

License Grant.

Engage grants You a non-transferable, non-exclusive and terminable right and license to use the object code of its application (the "Application") which constitutes the Service; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Application or any part thereof or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Application. You agree not to modify the Application in any manner or form, or to use unauthorized modified versions of the Application, including without limitation for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Engage for use in accessing the Service. Violation of this Section will result in immediate termination of Your account.

Your Responsibilities.

You are responsible for any and all activities that occur under Your user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service.

As a condition to Your use of the Service, You agree not to:

  • upload, post, email, transmit or otherwise make available any information, materials or other content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, pornographic, offensive, invades another's privacy, or promotes bigotry, racism, hatred for harm against any individual or group;
  • impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with a person or entity;
  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to or through the Service;
  • upload, post, email, transmit or otherwise make available any information, materials or other content that infringes another's rights, including any Intellectual Property Rights;
  • upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail, "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  • upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • use any manual or automated software, devices, or other processes to "crawl," "spider" or "screen scrape" any web pages contained in the Service;
  • reverse engineer, decompile or disassemble any of the software used to provide the Service;
  • interfere with or disrupt the Service, or any servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
  • obtain, collect, store or modify the personal information about other users of the Service.

Customer Data.

In the course of using the Service, You may submit proprietary data, information or material ("Customer Data"). As between You and Engage, You shall remain the sole owner of all Customer Data.

Subject to the terms and conditions of this TOS, You hereby grant to Engage a non-exclusive right to use, copy, distribute and display such Customer Data and sublicense such rights, solely in connection with Engage’s operation of the Service on Your behalf. You, not Engage, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and Engage shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

Account Information and Data.

You may designate users under Your account and You may provide and assign user names and passwords to such users. User licenses cannot be shared or used by more than one person but may be reassigned from time to time to new users who are replacing former users no longer requiring access to the Service. You agree to notify Engage immediately if You become aware of any loss or theft or unauthorized use of any of Your user name(s), password(s), and/or other personal or company information.

Engage agrees to exercise reasonable care to prevent any unauthorized person or entity from gaining access to Your user name(s), password(s) and any other personal or company information. The security of Your information and data may be maintained through the use of data encryption, data security protocols, passwords and other methods which Engage may employ, or which Engage may suggest or require that You employ from time to time. You acknowledge and agree that Engage shall not be liable for any damages incurred by You or any third party in connection with any unauthorized access to or disclosure of such information or data resulting from Your actions or from Your failure to act, or the actions or failure to act of a third party, or the failure of electronic or other security measures.

In order to protect the confidentiality of such information, You agree to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by Engage. Until notified otherwise by Engage, You agree to use software that supports the Secure Sockets Layer (SSL) protocol or other protocols accepted by Engage and follow the Engage log-on procedures for Services that support such protocols. You acknowledge that Engage is not responsible for notifying You of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet.

Engage will not disclose any data about You or Your clients that You enter unless compelled to do so by law. If Engage is ordered to make such disclosure, Engage will use its reasonable efforts both to notify You and to allow You the opportunity to oppose such disclosure. Engage also will not disclose information regarding You or Your account with Engage, however, Engage reserves the right to disclose information about You or Your account to appropriate authorities if there is a reasonable basis to believe that there is illegal activity, breach by You of the Agreement or in the event of an emergency. Engage’s Privacy Policy, as it may change from time to time, is a part of this Agreement.

Engage Ownership.

In the course of using the Site or Service, You may provide Engage with feedback, including but not limited to suggestions, observations, errors, problems, defects or other information regarding the Site or Service (collectively "Feedback"). You hereby irrevocably transfer and assign to Engage and agree to irrevocably assign and transfer to Engage all of Your right, title, and interest in and to all Feedback, including Intellectual Property Rights (as defined below) therein even if Engage subsequently incorporates any Feedback into the Site or Service. Engage alone (and its licensors, where applicable) own all right, title and interest, including all related Intellectual Property Rights in and to the Site and Service. This TOS is not a sale and does not convey any rights of ownership in or related to the Site or Service, Engage technology or Intellectual Property Rights owned by Engage to You. The Engage name, the Engage logo, and the product names associated with the Site and Service are trademarks of Engage or third parties, and no right or license is granted to use them. For the purposes of this Agreement, Intellectual Property Rights means all rights in and to unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature.

Third-Party Services.

Engage may allow access to or advertise third-party product or service providers ("Merchants") from which You may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between You and Merchants. You agree that use of such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY ENGAGE, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES IS ENGAGE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

Third-Party Merchant Policies.

All rules, policies (including privacy policies) and operating procedures of Merchants will apply to You while on such sites. Engage is not responsible for information provided by You to Merchants. Engage and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other. You agree to pay all fees and charges that Merchants charge You for purchases that You make from such Merchants.

Links to Other Web Sites.

The Site contains links to other web sites. Engage is not responsible for the content, accuracy or opinions express in such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by Engage. Inclusion of any linked web site on this Site does not imply approval or endorsement of the linked web site by Engage. If You decide to leave this Site and access these third-party sites, You do so at Your own risk.

Representation & Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Engage represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. You represent and warrant that You have not falsely identified Yourself or provided any false information to gain access to the Service and that Your billing information is correct.

Indemnification.

You agree to defend, indemnify and hold Engage harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys' fees) arising from Your violation of state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of proprietary right and invasion of any privacy rights. This obligation will survive the termination of the Service.

No Resale.

The Service is provided for Your use only (unless otherwise specifically stated or provided in Your Contract) and You agree not to reproduce, duplicate, copy, sell, transfer, trade, resell or exploit for any commercial purposes the Service, any portion of the Service, use of the Service, or access to the Service. All aspects of the Service, except that portion provided by third party providers, is copyrighted and property of Engage.

Disclaimer of Warranties.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ENGAGE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU FURTHER EXPRESSLY AGREE THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ENGAGE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ENGAGE SHALL NOT BE LIABLE FOR THE ACCURACY, TRUTHFULNESS OR VALIDITY OF ANY DATA ENTERED BY YOU THROUGH THE SERVICE.

Internet Delays.

ENGAGE'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ENGAGE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING DAMAGES FOR LOSS OF DATA, BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, VIRUS, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. WE DO NOT PROVIDE LEGAL ADVICE NOR ENTER INTO ANY ATTORNEY-CLIENT RELATIONSHIP.

Termination for Cause.

Engage may immediately terminate all or a portion of Your Service or suspend any or all individual User's access to all or a portion of the Service, without notice or liability, for conduct that Engage believes is: (a) illegal, fraudulent, harassing or abusive; (b) a violation of Your or any user’s (Contract), this Agreement or TOS, any policies, or guidelines posted by Engage on the Service; or (c) harmful to other users, third parties, the Service, or the business interests of Engage. If Engage has terminated or suspended a portion but not all of Your Service for the foregoing reasons, You will nevertheless be responsible for all charges for the Service through the date of termination. Use of the Service for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to You. Upon termination of Your Service hereunder, Engage will have no obligation to notify You or any third parties nor will Engage be responsible for any damages that may result or arise out of termination of Your Service.

Use Limitation.

Engage reserves the right, without liability, to suspend or terminate Your Service or to suspend or terminate any User ID, electronic mail address, IP address, Universal Resource Locator or domain name used by You in the event it is used in a manner, which (i) constitutes violation of any law, regulation or tariff (including, without limitation, copyright and intellectual property laws); (ii) is defamatory, fraudulent, obscene or deceptive; (iii) is intended to threaten, harass or intimidate; (iv) tends to damage the name or reputation of Engage, or its, affiliates or subsidiaries;(v) violates the resale or restrictions on use provisions of this Agreement or interferes with other users' use and enjoyment of the Services provided by Engage.

Termination - Legal Event.

In the event a ruling, regulation or order issued by a judicial, legislative or regulatory body causes Engage to believe that these TOS and/or the Service provided hereunder may be in conflict with such rules, regulations and orders, Engage may suspend or terminate the Service, or terminate these TOS without liability. In the event Engage cannot arrange for reasonably comparable Service within a reasonable period of time (not less than 45 days) following such ruling, regulation or order; Engage may thereafter permanently terminate the Service and/or these TOS without liability.

Termination - Sub-contractor or Vendor Event.

In the event an Engage subcontractor or vendor for the material features of the Service stops providing the Service (or any material features thereof) to Engage for any reason, Engage will have a reasonable opportunity to arrange for alternative subcontractors or vendors to continue the provision of the Service. In the event that Engage cannot arrange for reasonably comparable Service within a reasonable period of time (not less than 45 days) following such sub-contractor or vendor event, Engage may thereafter permanently terminate the Service and/or these TOS without liability.

Termination for Default.

If You fail to pay any charge when due or if You provide false or inaccurate information that is required for the provision of the Service or is necessary to allow Engage to bill You for the Service, and such condition continues un-remedied for fifteen days, You will be in default and Engage may suspend Your Service and User ID or terminate the Service.

Securities Laws.

This Site may include statements concerning Engage’s operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on this Site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.

Proposed Product and Service Offerings.

All descriptions of proposed products and services are based on assumptions subject to change and You should not rely on the availability or functionality of products or services until they are actually offered through the Site. Engage reserves the right in its sole discretion to determine how registration and other promotions will be awarded. This determination includes, without limitation, the scope, nature and timing of all such awards.

Information and Press Releases.

The Site contains information and press releases about Engage. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than Engage contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

General.

This Agreement constitutes the entire agreement between You and Engage and governs Your use of the Site and Service, superseding any prior agreements between You and Engage with respect to the subject matter contained herein. You may not assign this Agreement without the prior written approval of Engage, in its sole disretion, but the Agreement may be assigned by Engage to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger of Engage. Any purported assignment in violation of this section shall be void. This Agreement shall be governed by Georgia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Atlanta, Georgia USA. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process. All actions shall be subject to the limitations set forth in the Disclaimer of Warranties, Internet Delays and Limitation of Liability sections above. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. The parties hereto specifically exclude application of the 1980 United Nations convention on contracts for the international sale of goods or any successor or related convention or treaty. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.