This Terms and Conditions of Service (the “Terms”) is a legal agreement between Eagle Operating Corp. d/b/a Translational Solutions HC and its subsidiaries (collectively, Translational Solutions HC, “we”, “us” or “our”) and you in your capacity as: (i) an unregistered user, (ii) a member or registered user; and/or (iii) an employee of a member or registered user of the present website or any of the following websites, institutes, and online learning portals:
In these Terms, “residents of Québec” means residents of Québec to whom the Consumer Protection Act (Québec) applies in connection with the use of an Translational Solutions HC Website and the Services. We reserve the right, at our sole discretion, to modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. You agree to review the Terms periodically to be aware of modifications and your continued use of any Translational Solutions HC Website shall be deemed your acceptance of the modified Terms.
- REGISTRATION, ACCOUNTS, PASSWORD
Certain of the Services made available on a Translational Solutions HC Website may require registration or subscription. If you choose to register or subscribe for any such Services, you agree to provide accurate and current information about yourself as required by the relevant registration or subscription process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree that you will not attempt to use the Services under the name of another person or entity. You agree to promptly update any information necessary to ensure that your account is kept accurate, current and complete. You will be responsible for preserving the confidentiality of your account password and will notify us immediately of any known or suspected unauthorized use of your account and agree to take any reasonable steps necessary to prevent any reoccurrence. You may be held responsible for any loss or damage incurred by us or any other user or visitor to a Translational Solutions HC Website due to another party using your account. If you ever decide to delete your account, you may do so by contacting Translational Solutions HC at the contact information specified in Section 20.
Some aspects of the Translational Solutions HC Websites or Services may not be available to you unless the applicable personal computer, gaming device, tablet device, mobile device or other digital device (each, a “Digital Device”) you use to access the Translational Solutions HC Websites or Services and your Internet connection satisfy our minimum technical requirements. We may change these requirements from time to time at our sole discretion. Unless we specify otherwise, you are solely responsible for updating or maintaining your Digital Device and internet connection as necessary to meet these requirements. You are responsible for any data/roaming usage and charges you incur to access the Service through an internet connection.
- OWNERSHIP AND COPYRIGHT
The Translational Solutions HC Websites and all text, information, images, audio, video and other material posted on the Translational Solutions HC Websites (“Content”) is protected by copyright, trademark and other applicable intellectual property and proprietary rights laws, and is owned, controlled, and/or licensed by Translational Solutions HC and/or its affiliates, licensors and related companies. All Content posted on the Translational Solutions HC Websites remains the valuable intellectual property of its owner(s) and you agree to abide by all copyright notices, information and restrictions contained in or displayed with any Content.
Except for the limited rights explicitly granted to you under these Terms, all right, title, interest and intellectual property rights in and to: (i) the Services and any Translational Solutions HC Websites and each component thereof; and (ii) any Content available through the Services and any Translational Solutions HC Website, are the property of their respective owners and are protected by applicable trademark, copyright and/or other intellectual property laws and treaties. You do not acquire any ownership rights in the Content as a result of accessing it. You agree to abide by all copyright notices, information and restrictions contained in or displayed with the Content. These Terms do not grant you any license or other rights in connection with any trademarks or logos appearing on any Translational Solutions HC Website. You may not use any trademark or service mark appearing on any Translational Solutions HC Website without the prior written consent of the rightful owner.
- CONTENT USAGE RESTRICTIONS
The Services and the Content are for your personal use. You may not reproduce, duplicate, copy, translate, broadcast, publicly display, sell, transmit, retransmit, license, sub-license, publish or modify any of the Services or the Content without the prior written consent of the owner. Unless otherwise permitted through an Translational Solutions HC Website, you may not distribute copies of Content or materials found on an Translational Solutions HC Website in any form (including by email or other electronic means), without the prior written consent of the owner.
- LINKING AND FRAMING
We welcome links to the homepage of a Translational Solutions HC Website. You may only establish a hypertext link to the homepage of a Translational Solutions HC Website if: (i) the link does not state or imply any affiliation, connection, sponsorship, or approval of your site by Translational Solutions HC or create the false appearance that an entity is associated with or sponsored by us, and (ii) the appearance, position and other aspects of the link does not damage or dilute the goodwill associated with us or our trademarks. We do not permit framing or inline linking to an Translational Solutions HC Website or any portion of it.
- OTHER CONTENTS AND LINKS
You acknowledge that despite the prohibitions contained above, Content posted on Translational Solutions HC Websites by other users may potentially contain inaccurate, inappropriate, offensive or sexually explicit material, products or services and links to other sites. We do not have control over Content provided by third parties and assume no responsibility for such Content. Content you access, transmit or download using the Translational Solutions HC Websites is accessed, transmitted and downloaded at your own risk. Translational Solutions HC is not responsible for, and cannot guarantee the performance of, any products and services provided by any advertisers or others to whose sites we link. Unless otherwise indicated, those sites have been independently developed by third parties. A link to another site is not an endorsement of that site (nor of any product, service or other material offered on that site) by or Translational Solutions HC its content providers or licensors. Any dealings you have with advertisers found while using the Services are between you and the advertiser. You acknowledge and agree that Translational Solutions HC is not responsible or liable to you for any content or other materials hosted and served from any site other than an Translational Solutions HC Website.
- SUBMISSIONS AND POSTINGS
For any content that you upload, post, transmit, distribute or otherwise make available for inclusion on an Translational Solutions HC Website (your “Contributions”), you must be, or have first obtained permission from, the rightful owner of Contributions that you post. You acknowledge and agree that you are solely responsible for any Contributions you make and any of your Contributions will be treated as non-confidential and non-proprietary. By submitting your Contributions, you represent and warrant that: (i) you own those Contributions or otherwise have the right to grant, and do grant, to Translational Solutions HC the world-wide, royalty-free, non-exclusive, perpetual, irrevocable, fully sub-licensable and transferable license to use, distribute, reproduce, modify, compress, adapt, publish, translate, communicate, publicly perform and publicly display your Contributions, and to incorporate them into other works in any format or medium now known or later developed, without any further compensation to the author; and (ii) you waive all moral rights in those Contributions. We have the right, but not the obligation, to monitor or investigate any of your Contributions posted to a site. We may also access or preserve your Contributions to comply with legal process, operate the Service, ensure compliance with these Terms or any policies, or protect ourselves, our customers or the public. We may, without notice or liability, move, remove, edit, delete or refuse to post any of your Contributions, in whole or in part, that we decide in our sole discretion is unacceptable, undesirable or in violation of any law. Translational Solutions HC will not be liable to you for our deletion of any of your Contributions.
- SUBSCRIPTION CONTENT
Certain Services are only available to users or members of an Translational Solutions HC Website who have agreed to pay to use the Services on a paid membership or subscription basis in order to access certain Content (“Subscription Content”). The following terms apply to Subscription Content:
a. Pricing. All prices listed on an Translational Solutions HC Website for the Services are in either U.S. or Canadian dollars, as indicated. Prices and availability of Subscription Content are subject to change at any time.
b. Agreement to Pay. You agree to pay for all Subscription Content subscribed through your account. Payment must be made using a valid and accepted credit card. You authorize us to charge the credit card that you provide to us the amount representing the price of the Subscription Content that you ordered (plus applicable taxes), which may be a single payment or, if and when available, on a monthly basis, as indicated when you subscribe. If you have pre-authorized payments of Subscription Content on your credit card, you agree to promptly update any information necessary to ensure that the payments are processed and acknowledge that you may not be able to access the Subscription Content if you fail to do so. If your Subscription Content includes a free trial, then you acknowledge that your credit card will be authorized for up to the amount representing the price of the Subscription Content during the free trial, however, your credit card will not be charged until after the end of the free trial. In the event of a credit card chargeback, the Subscription Content will not be accessible until resolution of the chargeback and there will be no refund for the period that your Subscription Content is inaccessible.
c. Additional Terms. Additional terms and conditions applicable to Subscription Content (“Subscription Terms”), including, without limitation, the length of the subscription period and any automatic renewals, will be presented to you prior to subscribing. If you subscribe to Subscription Content, then any applicable Subscription Terms will form part of our agreement with you.
d. Automatic Renewals. Please note that, unless otherwise specified in the Subscription Terms, Subscription Content renews automatically at the end of your subscription period. Unless you notify us in writing at least thirty (30) days prior to expiration of your current Subscription that you wish to cancel any automatically renewing Subscription Content, you understand your subscription will automatically renew and you authorize us (without further notice to you) to charge the renewal subscription price (plus applicable taxes) to your credit card.
e. Refunds. All Subscription Content sales are final: there are no refunds, exchanges or credits for any reason.
f. Multiple users. You agree that your access to Subscription Content may be restricted to access on a single distinct device at one time, and we reserve the right to force a log off for your account in the event we determine at any time, in our sole discretion, that your account has been simultaneously logged into on more than one distinct device simultaneously. You agree that you are solely responsible for any fees, overages, penalties or other costs charged to you by any third party internet, cellular or other communications/data provider.
- PROHIBITED ACTIVITIES
Your use of any Translational Solutions HC Website, the Service, the Content and any of your Contributions to an Translational Solutions HC Website must comply with these Terms and all applicable laws.
- RESPONSIBILITY FOR MINORS
If you have authorized a minor to use an Translational Solutions HC Website or the Services, then you agree to be fully responsible for: (i) controlling the minor’s access to and use of that Translational Solutions HC Website or the Services; and (ii) the consequences of any misuse by the minor. You acknowledge that some of the areas of an Translational Solutions HC Website and some of the Content may include material that is inappropriate for minors.
- SUSPENSION AND TERMINATION
a. Translational Solutions HC may at any time, without notice to you, restrict, block, suspend or terminate any or all of your use of an Translational Solutions HC Website (or any portion thereof), the Services or your account if you fail to comply in full with any of these Terms or any other terms, agreements, or policies that apply to an Translational Solutions HC Website and the use of it. Any termination will not relieve you of any obligation to pay fees accrued prior to termination.
b. Of the Service. Subject to subsection 13(c) below, Translational Solutions HC may at any time, without notice or liability, refund, suspend or discontinue some or all of the Services (or any portion of it).
c. Subscription Content. Translational Solutions HC may discontinue any Subscription Content that you subscribe to upon no less than 30 days’ (if you are a resident of Québec, 60 days’) advance written notice to you. Unless otherwise set out in any applicable Subscription Terms, you may terminate your recurring subscription to Subscription Content at any time by notifying us at the email address specified at Section 20. That termination (including your loss of access to the terminated Subscription Content) will be effective as of the date you call us or a future date that you request (if applicable), whichever is later. Not applicable to residents of Québec: You will not be refunded for the portion of any subscription period not completed as of the termination date.
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless Translational Solutions HC and its affiliates, licensors, suppliers and agents (and each of their respective directors, officers, employees, shareholders and representatives) (collectively, “Translational Solutions HC Parties”) from and against all claims, liability, losses, actions, proceedings, suits, damages, settlements, penalties, fines, costs and expenses, including all reasonable legal fees and other litigation expenses, arising out of: (i) your breach of any provision of these Terms or any applicable Subscription Terms; (ii) your use or misuse of an Translational Solutions HC Website or the Content and the placement or transmission of your Contributions on a Translational Solutions HC Website made by you or others using your account; or (iii) any violation, alleged violation or misappropriation of any intellectual property right or non-proprietary right of a third party. Translational Solutions HC may, in its sole discretion and at its own expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defense of any claim. Your indemnification shall survive any termination of your right to use a Translational Solutions HC Website and the Services.
- NO WARRANTIES
All Translational Solutions HC Websites, the Services and all Content, material, information or postings found on or accessed through a Translational Solutions HC Website, are provided on an “as is” basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSLATIONAL SOLUTIONS HC PARTIES EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL REPRESENTATIONS AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, SUITABILITY FOR ANY PARTICULAR PURPOSE, AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, FOR A TRANSLATIONAL SOLUTIONS HC WEBSITE, THE SERVICES OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH A TRANSLATIONAL SOLUTIONS HC WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE TRANSLATIONAL SOLUTIONS HC PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO THE PERFORMANCE, AVAILABILITY, ACCURACY, TIMELINESS, RELIABILITY, SECURE OPERATION, TRUTHFULNESS OR COMPLETENESS OF A TRANSLATIONAL SOLUTIONS WEBSITE, THE SERVICES OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH A TRANSLATIONAL SOLUTIONS HC WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENTS, TRANSMISSION OR DELIVERY OF ANY CONTENT, INFORMATION, MATERIAL, OR POSTING FOUND ON A TRANSLATIONAL SOLUTIONS HC WEBSITE, ANY SERVICES PROVIDED THROUGH A TRANSLATIONAL SOLUTIONS HC WEBSITE (INCLUDING THE SERVICES), OR ANY LINKS TO OTHER SITES MADE AVAILABLE ON A TRANSLATIONAL SOLUTIONS HC WEBSITE OR THE CONTENT CONTAINED ON THOSE SITE(S), OR, FOR SOFTWARE, THE OPERATION OF THE SOFTWARE OR ANY FEATURE OF THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE TRANSLATIONAL SOLUTIONS HC PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES THAT A TRANSLATIONAL SOLUTIONS HC WEBSITE OR ACCESS TO AND USE OF A TRANSLATIONAL SOLUTIONS HC WEBSITE WILL BE CONTINUOUS, ACCURATE, UNINTERRUPTED, ERROR-FREE, OR FREE FROM DEFECTS, VIRUSES OR OTHER HARMFUL CODES OR COMPONENTS. FOR SOFTWARE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, ARE EXCLUDED INCLUDING ANY RELATED TO COMPLETENESS OF RESPONSE, RESULTS AND WORKMANLIKE EFFORT FOR THE SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF A TRANSLATIONAL SOLUTIONS HC WEBSITE AND THE SERVICES ARE AT YOUR SOLE RISK.
- PROFESSIONAL INFORMATION DISCLAIMER
The Translational Solutions HC Websites may make available certain information provided by us or third parties related to various professional fields such as, without limitation, law, accounting, financial planning, pharmaceuticals, medicine and other health and fitness related matters (“Professional Information”). The Professional Information available on the Translational Solutions HC Websites is: (a) for information purposes only and not intended as advice; (b) not to be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation, or sponsorship of any entity or security by Translational Solutions HC or its affiliates; and (c) not necessarily reflective of the views or policies of and its Translational Solutions HC affiliates, licensors and related companies, and each of their respective directors, officers, employees, consultants and agents. The Professional Information on the Translational Solutions HC Websites is not guaranteed and no representations or warranties can be made as to the accuracy or completeness of the information provided as part of the Translational Solutions HC Websites. We try to ensure that the information posted on the Translational Solutions HC Websites is correct and up-to-date. We reserve the right to change or make corrections to any of the information provided on the Translational Solutions HC Websites at any time and without any prior warning. The Professional Information provided should not be interpreted as professional advice and does not replace the opinion of a qualified professional. You expressly agree that your use of, or reliance on, any Professional Information is at your sole risk. You further agree that Translational Solutions HC and its affiliates will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any Professional Information.
- THIRD PARTY MERCHANDISE AND/OR PRODUCTS
We may receive a commission, fee, and/or other compensation on some purchases made on, through, or linked from an Translational Solutions HC Website or Service.
b. Images available on or through an Translational Solutions HC Website or Service, including without limitation Content, of third-party merchandise and/or products, may not accurately capture the actual appearance, color, look and feel, specifications, features, or functionality of such merchandise or products.
c. The Translational Solutions HC Parties make no representations, warranties, or guarantees with respect to any of the third party merchandise and/or products, featured, mentioned, described, distributed, sold, or otherwise available on or through a Translational Solutions HC Website or Service, including without limitation Content. All transactions for merchandise and/or products shall be between the user and the third party seller, distributor, or manufacturer without any involvement of Translational Solutions HC. These third parties may require that you agree to their additional terms, conditions, contracts, agreements, and/or rules.
d. Nothing on the Translational Solutions HC Websites or Services, including without limitation Content, constitutes a binding offer to sell or distribute any third-party merchandise and/or products. If you purchase or order third-party merchandise and/or products, through a Website or Translational Solutions HC the Services, note that the Translational Solutions HC Parties have no control over, or assume responsibility for, the quality, quantity, size, character, fitness for a particular purpose, specifications, features, functionality, safety, or legality of such merchandise and/or products, the truth or accuracy of the listings, or the ability of the sellers to sell, ship, or otherwise provide such merchandise and/or products.
e. You agree that the Translational Solutions HC Parties are not responsible, and shall have no liability to you, with respect to merchandise and/or products, featured, mentioned, described, distributed, sold, or otherwise available on or through an Translational Solutions HC Website or Service, including without limitation Content.
- LIMITATIONS OF LIABILITY
Not applicable to residents of Québec: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION AND FUNDAMENTAL BREACH, SHALL ANY OF THE TRANSLATIONAL SOLUTIONS HC PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR:
I. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ECONOMIC OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFIT OR REVENUE, FINANCIAL LOSS, LOSS OF BUSINESS OPPORTUNITIES, LOSS, DESTRUCTION, INTERCEPTION, MISDELIVERY OR ALTERATION OF DATA, FILES, SOFTWARE OR OTHER INFORMATION, BREACH OF PRIVACY OR SECURITY, PROPERTY DAMAGE, PERSONAL INJURY, DEATH OR ANY OTHER FORESEEABLE OR UNFORESEEABLE LOSS, HOWEVER CAUSED) OR ANY LOSS THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, A TRANSLATIONAL SOLUTIONS HC WEBSITE, THE SERVICES OR ANY CONTENT, INFORMATION, MATERIAL, OR POSTINGS ON A TRANSLATIONAL SOLUTIONS HC WEBSITE (INCLUDING, WITHOUT LIMITATION, YOUR CONTRIBUTIONS), DIRECTLY OR INDIRECTLY, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION OVER THE INTERNET. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NONE OF THE TRANSLATIONAL SOLUTIONS HC PARTIES SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU; AND
II. ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES AND OTHER LITIGATION EXPENSES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY CLAIM THAT THE USE OR INTENDED USE OF ANY DOWNLOADABLE CONTENT INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY, OR OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY. THESE LIMITS APPLY TO ANY ACT OR OMISSION OF ANY OF THE TRANSLATIONAL SOLUTIONS HC PARTIES, WHETHER OR NOT THOSE ACTS OR OMISSIONS WOULD OTHERWISE GIVE RISE TO CLAIMS OR CAUSES OF ACTION IN CONTRACT, TORT, PURSUANT TO STATUTE OR PURSUANT TO ANY OTHER DOCTRINE OF LAW.
- OTHER IMPORTANT TERMS
These Terms are governed exclusively by the laws of the State of Illinois, USA, without giving effect to its conflict of laws principles, and you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Cook County, Illinois USA for any claim or dispute with us or any of our subsidiaries, affiliates, officers, agents, or employees arising out of the Terms. These Terms, as amended from time to time, any applicable Subscription Terms, any other documents referenced herein and any rules, policies, guidelines or other agreements posted on an Translational Solutions HC Website by Translational Solutions HC constitute the entire agreement between Translational Solutions HC and you for your use of an Translational Solutions HC Website and the Services. Either party’s failure to insist upon or enforce strict performance of any provision of these Terms does not mean that party has waived any provision or right in these Terms. No waiver by either Translational Solutions HC or you of any breach or default under these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provisions contained in these Terms are determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, that determination will not affect the remaining provisions. If any portion of these Terms is unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect Translational Solutions HC original intentions and the remainder of the provisions shall remain in full force and effect. Neither the course of conduct between you and Translational Solutions HC nor trade practice shall act to modify any provision of these Terms. These Terms inure to the benefit of and are binding on you, your heirs and your legal personal representatives and on your and Translational Solutions HC respective successors and permitted assigns. You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms or any of our rights or obligations under these Terms without your consent. The provisions of Sections 13-19 shall survive termination of the Service. The section titles in the Terms are for convenience only and have no substantive effect. If you are dissatisfied with a Translational Solutions HC Website or with these Terms, then your sole remedy is to stop using Translational Solutions HC Websites. These Terms have been drawn up in the English language at the express request of the parties. Les présentes modalités ont été rédigées en anglais à la demande expresse des parties.
- COMMUNICATIONS, CONTACT AND NOTICES
You consent to receive communications from us electronically. 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.