Terms and Conditions
Last Updated July 1, 2022
1. Acceptance of Terms
Welcome to ImerSm’s website (“Website”). The Website, and any references to it, includes imerSm.com (https://imersm.com) and all associated pages and user portals. For your convenience, this Website contains the terms and conditions under which ImerSm agrees to do business with you. By accessing or using this Website in any way, and/or by purchasing end user licenses to digital products (“Products”) from this Website, you expressly acknowledge and agree to be bound by these Terms and Conditions (“Terms”) as well as the “ImerSm Privacy Policy ” (collectively, the “Agreement”). The Agreement is the contract that governs your relationship with ImerSm for any purchases or other transactions with ImerSm through the Website.
ImerSm reserves the right to modify the Agreement from time to time without prior notice to you. You can know if these Terms and the other components of the Agreement have been changed by referring to the date at the top of each posted document. It is your exclusive obligation to review the Agreement carefully. Please do so. If you do not agree to be bound by all provisions, do not purchase any products from the Website and please exit the Website promptly. In submitting any order for any Product, you expressly certify that you read, understood, and agree to be bound by all of the provision of the Agreement.
Use of the Website is available to individuals who are: (1) at least 18 years of age, and (2) capable of entering into enforceable and legally binding contracts. ImerSm, in its sole discretion, may, at any time and for any reason, deny and/or reject any order made by anyone. When you access the Website, you: (1) certify you are at least 18 years of age; (2) are legally capable and competent to enter into enforceable and legally binding contracts, and (3) agree to provide true, accurate, current, and complete information when prompted by the Website and/or ImerSm to enter and/or disclose such information.
2. Arbitration Clause and Class Action Waiver
For purposes of the Dispute Resolution Policy, a “Dispute” is defined as any controversy, claim, dispute, or difference between you and ImerSm arising out of or relating to this Agreement, any ImerSm products, your transacting business with ImerSm in any way, or your use of the Website in any way.
Any Dispute shall be resolved solely and exclusively by arbitration to be held in Salt Lake County, Utah with a single disinterested arbitrator and pursuant to Utah law. This means that neither you nor ImerSm can sue in court before a judge or jury, individually or as a class member. Instead, an independent arbitrator will decide the dispute with limited discovery rights, and limited rights to appeal. Except as may be required to enforce an arbitration decision, you and ImerSm expressly waive any right to file any legal action in any other state or federal court or before any other tribunal, and any right to a trial by jury. Each party to such arbitration shall be responsible for its own attorneys’ fees and costs regardless of the outcome of the arbitration.
You may opt-out of this Arbitration Clause and Class Action Waiver by sending written notice so stating within 30 days following your transaction with ImerSm. All notices must be sent pursuant to the Contact Us section below.
3. Click-Wrap
YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONSTITUTES A LAWFUL AND VALID “CLICK-WRAP” AGREEMENT which means that, prior to allowing you to submit an order, the Website presents you with a message on your computer screen requiring that you affirmatively manifest your assent to the terms of this Agreement by clicking on an icon. Specifically, the Website clearly and conspicuously provides a link to this Agreement and, thereafter, requires you to click a box wherein you indicated that you have read, understood and agree to be bound by this Agreement. The Website does not allow you to proceed through the order process or submit an order unless you affirmatively manifest your assent to the terms of this Agreement by clicking in the box. By clicking the box and submitting your order, you complete the foregoing “Click-Wrap” steps.
4. Website
The Website is available to you solely for the purpose of enabling you to browse, gather information on, and purchase end user licenses to Products described on the Website. Please note that through your purchase(s) you do not become the owner of any intellectual property associated with a Product, but rather, only become a limited licensee to use the Products as described herein.
ImerSm reserves the right to change the description of Products or to discontinue offering any Products at any time and without notice, and to exercise this right however ImerSm determines to be necessary or appropriate. If you have a question about this Website, please contact ImerSm. By using this Website to purchase licensees to Products, you agree you will use the Products only for personal use and not for any commercial, illegal or improper purpose.
5. Limited License
The Products constitute centrally hosted Software as a Service which is commonly referred to as a SaaS. Products are made available to you on a license basis. By purchasing a license through the Website, ImerSm grants you a non-exclusive, non-transferable license, to access and use the Product by a single user through a user portal for your personal educational purposes only.
This License is not a transfer of title, ownership, or control, in any way, of any aspect of the Product. Your License is only a license of use of the Product. You may only use the Product consistent with the stated purpose. You may not share the Product or the license with any third party.
6. Intellectual Property
All of the content and material used in constructing this Website and the Products available for license, and that you see and hear on this Website or in the Products are subject to United States and international copyright, trade dress, trademark and/or other intellectual property laws with all rights thereto held by ImerSm. Use of any content or material on this Website or that make up any part of any Product without prior written authorized by ImerSm is strictly prohibited and may subject you to liability.
For purposes of these Agreement, “content and material” is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed or heard by users of the Website or the Products. ImerSm grants you limited permission to use this Website and Products only as stated in these Terms.
Digital Millennium Copyright Act. ImerSm has not taken and will not take content from you or any third party unless it has been assigned to ImerSm pursuant to law. However, if you are a copyright holder and have a good faith belief that any content or materials posted on this Website infringes your copyright, please send ImerSm your notification of claimed infringement requesting the material to be removed or blocked. Your notice must contain the following: (a) Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works, including title(s), author(s), any U.S. Copyright Registration number(s), URL(s) etc.; (b) Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the copyright holder’s work(s) (for example, file name or URL of the page(s) that contain(s) the material); (c) Your contact information so that ImerSm can make contact with you (including for example, your address, telephone number, and email address); (d) A statement that you have a good faith belief that the use of the material identified above in “b” is not authorized by the copyright owner, its agent, or the law; (e) A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner; and (f) Your signature. Prior to sending us notice, you may wish to consult a lawyer to determine your rights and legal obligations under applicable laws. Nothing here or anywhere on the Website is intended as a substitute for qualified legal advice. You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, ImerSm may temporarily or permanently remove the identified materials from the Website.
7. Use of Website and Product
The Website is available solely for your personal use of browsing and purchasing licenses to Products, and communicating with us. You may NOT use the Website, its content, or any Product: (a) for any commercial purpose; (b) for any unlawful purpose; (c) to solicit others to perform or participate in any unlawful acts; (d) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (e) to infringe upon or violate ImerSm’s intellectual property rights or the intellectual property rights of others; (f) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or gender; (g) to submit false or misleading information; (h) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of this Website or of any related website, other websites, or the Internet; (i) to collect or track the personal identification information of others; (j) to spam, phish, pharm, pretext, spider, crawl, or scrape; (k) for any obscene or immoral purpose; or (l) to interfere with or circumvent the security features of this Website or any related website, other websites, or the Internet.
You may NOT resell or make commercial use of the Website, any of its content and material, or any of the products and their content and material. You may NOT modify, adapt, translate or convert into another form any portion of this Website or Product. You may NOT copy, reproduce, download, display, perform, transfer, transmit or publish any of the content of this Website or Products by any means or in any form. You may NOT access this Website or Products from any jurisdiction where doing so would be illegal. You agree to use this Website and Products only for their intended purpose and in a manner that is authorized. Without intending any limitation of the above prohibitions, you agree to comply with all laws pertaining to privacy, data collection and protection, intellectual property, contract and other applicable laws, including but not limited to those laws in the jurisdiction in which you reside or from which you use this Website, and you agree not to transmit any worms, viruses or any code of a destructive nature. ImerSm reserves the right to terminate your authorization to use this Website or Products should you violate any of the prohibited uses.
8. Billing and Electronic Signature
You agree to timely pay the purchase price and related shipping and handling costs (if any) when such sums are due and owing as consideration for ImerSm’s sale and delivery of Product licenses to you. The Website provides various pay options for your convenience. As part of your submitting any order through the Website, you will be required to type your name. This constitutes your electronic signature, and it is your verification that your name, address, and billing information is correct and that you have read, understood, and agree to be bound by this Agreement.
YOU AGREE THAT THE IMERSM MAY RELY UPON YOUR TYPE-WRITTEN ELECTRONIC SIGNATURE AS CONFIRMING YOUR AGREEMENT TO PURCHASE THE LICENSES TO PRODUCTS ORDERED AND TO BE BOUND BY THIS AGREEMENT.
You also acknowledge and agree that the ImerSm’s reliance upon your electronic signature is specifically sanctioned by the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act. Both laws specifically preempt all state laws that recognize only paper and handwritten signatures.
9. Purchases, Payment and Shipping
The prices for the Product licenses are displayed on the Website, and ImerSm will take reasonable efforts to make sure those prices are accurate. However, the prices displayed to you are subject to change at any time. Also, the displayed prices do not include taxes. Any change in prices and any sales tax will be communicated to you before you complete your order. All transactions will be in U.S. dollars. All Product licenses will be delivered through digital means. There will be no undisclosed additional charge for the delivery of the Product licenses.
You agree to provide current, complete and accurate information for all purchases made using this Website. If incorrect, you agree to promptly update your information, including without limitation your email address, billing address, telephone number, and credit card number and expiration date, so that ImerSm can complete your transactions and contact you as needed.
ImerSm reserves the right to refuse any order you place. ImerSm may cancel orders that appear to be placed by dealers, resellers or distributors for resale rather than for personal use, or for use in any of the prohibited ways listed herein. ImerSm may limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer, billing or shipping addresses, or credit card. In the event that ImerSm makes a change to or cancels an order, ImerSm may attempt to notify you using the e-mail address and/or billing address/phone number provided at the time the order was made.
10. Returns, Exchanges and Refunds
All sales are final. ImerSm does not accept returns or provide refunds.
11. Warranty Waiver
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THIS WEBSITE AND PRODUCTS IS AT YOUR SOLE RISK, AND THE WEBSITE AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY, AND IMERSM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO SERVICES PROVIDED ON THIS WEBSITE OR THROUGH THE PRODUCTS, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) WITHOUT LIMITING THE FOREGOING, IMERSM MAKES NO WARRANTY THAT (i) THE WEBSITE OR PRODUCTS WILL MEET YOUR REQUIREMENTS, (ii) THE WEBSITE OR PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS OR MALWARE FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR PRODUCTS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY CONTENT OBTAINED FROM THE WEBSITE OR PRODUCTS WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS, OR (v) ANY ERRORS IN THE WEBSITE OR PRODUCTS WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED FROM THIS WEBSITE OR PRODUCTS IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE THAT RESULTS FROM THE USE OF ANY SUCH MATERIAL.
12. Limitation of Liability
YOUR EXCLUSIVE REMEDY AND IMERSM’S ENTIRE LIABILITY, IF ANY, FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT, YOUR USE OF THIS WEBSITE, AND YOUR PURCHASE AND USE OF ANY PRODUCT SHALL BE LIMITED TO THE AMOUNT YOU PAID US FOR PRODUCTS.
IN NO EVENT SHALL IMERSM OR ANY LICENSOR OF IMERSM, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM BODILY HARM, PERSONAL INJURY, LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT IMERSM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE OR INABILITY TO USE THIS WEBSITE, AND/OR THE PURCHASE AND/OR USE OF ANY PRODUCT. FURTHER, IMERSM SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES.
IF YOU ARE DISSATISFIED WITH THIS WEBSITE OR PRODUCTS, ANY CONTENT ON THIS WEBSITE OR PRODUCTS, OR THESE TERMS, YOUR SOLE REMEDY AND EXPRESS OBLIGATION IS TO STOP USING THE WEBSITE AND PRODUCTS. DO NOT MAKE ANY PURCHASES FROM THE WEBSITE. IN THE EVENT YOU FAIL TO STOP USING THE WEBSITE OR PRODUCTS AND CLAIM SOME INJURY AS THE RESULT, YOU AGREE TO INDEMNIFY AND HOLD IMERSM HARMLESS FROM ANY AND ALL LOSSES OR DAMAGE, INCLUDING ATTORNEY’S FEES INCURRED BY IMERSM IN DEFENSE OF ANY ACTION INITIATED BY YOU OR A THIRD PARTY.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. BY USING THIS WEBSITE, PRODUCTS, OR TRANSACTING ANY BUSINESS WITH IMERSM, YOU EXPRESSLY AGREE TO THE JURISDICTION OF ARBITRATION PANELS AND COURTS OF THE STATE OF UTAH AND THAT UTAH LAW GOVERNS YOUR RELATIONSHIP WITH IMERSM.
13. Privacy
The ImerSm Privacy Policy sets forth ImerSm’s privacy practices with regard to the collection and use of your personal information when using the Website or interacting with ImerSm. The ImerSm Privacy Policy is incorporated herein by this reference. You are required to carefully read the ImerSm Privacy Policy prior to transacting any business with ImerSm as part of this Agreement.
14. Feedback and Recommendations
ImerSm appreciates hearing your comments, suggestions and testimonials regarding this Website, any media content, any Products, and your participation in any contest ImerSm may hold. However, nothing in these Terms should be construed to require from you any comments, suggestions, testimonials or materials of any kind (collectively “Submissions”). The only consideration given by ImerSm in exchange for any Submission is the right of use of this Website which you acknowledge and agree is sufficient consideration for your Submission and the assignment to ImerSm of any ideas, concepts, content and other intellectual property included therewith or contained therein. Any of your Submissions, whether provided electronically via this Website or otherwise, shall be and remain the exclusive property of ImerSm. This includes any of your ideas or inventions contained in your Submissions. Your Submissions shall constitute a voluntary and irrevocable assignment to ImerSm of all worldwide intellectual property rights in your Submissions, entitling ImerSm to use, make, have made, offer to sell, sell, copy, reproduce, display, translate, summarize, modify, edit, publish, adapt, incorporate into other works and/or distribute them for any purpose, commercial or otherwise, without restriction and without compensation to you. Accordingly, your Submissions may be treated as non-confidential and non-proprietary (subject to ImerSm’s Privacy Policy). Please do NOT submit information you do not wish to assign to ImerSm or you do wish to retain as confidential or proprietary (for example patentable ideas, new content suggestions or business proposals).
Also, by your Submissions, you represent and warrant that the content is your own original content and that no other person has any rights thereto. You represent and warrant that your Submissions do not and will not violate any right(s) of any third-party, including copyright, trademark, privacy, or other personal or proprietary right. You further agree that your Submissions will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of this Website or any related website. You may not use false personal identification information, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of your Submissions. You are solely responsible for the Submissions you make and their complete accuracy.
Regarding Submission, ImerSm invokes Section 230 of the Communications Decency Act (47 U.S.C. § 230) (hereinafter “CDA”). ImerSm advises users of its Website that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist the customer in limiting access to material that is harmful to minors. Pursuant to the CDA, ImerSm takes no responsibility and assume no liability for any Submissions you make to us. ImerSm may, but has no obligation to, monitor, edit or remove content that ImerSm determines in its sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or in violation of any third-party’s intellectual property rights or these Terms.
15. Use Disclaimer
ALTHOUGH IMERSM TAKES REASONABLE EFFORTS TO VERIFY THE CONTENT OF THIS WEBSITE AND PRODUCTS, IMERSM DOES NOT REPRESENT OR GUARANTEE THAT THE CONTENT IS ACCURATE, COMPLETE, USEFUL, TIMELY OR RELIABLE OR THAT THIS WEBSITE OR PRODUCTS WILL OPERATE WITHOUT ERROR OR DISRUPTION. THIS WEBSITE AND PRODUCTS COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. IMERSM MAY MAKE CHANGES TO THE CONTENT OF THIS WEBSITE AND PRODUCTS, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS, AT ANY TIME WITHOUT NOTICE. THE CONTENT OF THIS WEBSITE OR PRODUCTS AVAILABLE AT THIS WEBSITE MAY BE OUT OF DATE, AND IMERSM MAKES NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.
IMERSM IS NOT RESPONSIBLE FOR YOUR DEALINGS WITH ANY THIRD PARTY RELATED TO YOUR USE OF THIS WEBSITE OR PRODUCTS. YOU AGREE TO RESOLVE ANY DISPUTES WITH THIRD PARTIES DIRECTLY WITH SUCH PARTIES, AND YOU AGREE NOT TO INVOLVE IMERSM IN ANY DISPUTE WITH THIRD PARTIES. YOU RELEASE IMERSM FROM ALL CLAIMS, DEMANDS AND DAMAGES RELATED TO DISPUTES BETWEEN YOU AND THIRD PARTIES.
IMERSM MAKES NO PROMISES AND DISCLAIM ALL LIABILITY FOR USE OF THIS WEBSITE OR PRODUCTS OUTSIDE THE UNITED STATES AND CANADA.
16. Indemnification
You agree to defend, indemnify, and hold ImerSm (and its directors, officers, employees, affiliates, agents, contractors, suppliers, service providers or licensors) harmless from all liabilities, claims, and expenses, including attorneys’ fees that may arise from your use or misuse of this Website or Products, your breach of this Agreement, or your violation of any law or the rights of a third-party. ImerSm will provide notice to you of any such claim, suit, or proceeding. ImerSm reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with ImerSm in asserting any available defenses.
17. International Use
Although the Website may be accessible worldwide, ImerSm makes no representation that products available on the Website are appropriate or available for use in locations outside the United States. Those who choose to access the Website from outside the United States do so on their own initiative and at their own risk. If you choose to access this Website and to purchase products, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, protection of personal identification information and the taxation of products purchased over the Internet. Any offer for product made in connection with this Website is void where prohibited. ImerSm reserves the right to refuse or rescind the purchase of products from locations outside the United States. Where a purchase outside the United States is allowed to occur, ImerSm reserves the right to modify or void any or all refund and warranty policies.
18. Governing Law
The statutes and laws of Utah and the United States shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue of the Arbitration panels and Courts (i.e., for purposes of judgment enforcement) located in Utah with respect to any Dispute.
19. Contact Us
All notices shall be in writing and shall be made either via email or conventional mail. Notices to ImerSm must be sent to the attention of Ecommerce Compliance at the addresses set forth above. You agree to allow us to submit notices to you either through the email address provided, or to an address ImerSm has on record. Any notices or communication under this Agreement will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.
All notices to ImerSm should be directed to:
ImerSm Ecommerce Compliance
9265 S. Highland Dr. Ste 900392
Sandy, UT 84093