1. Orogamis, LLC (the “Company,” “we,” “us,” or “Orogamis”; possessively “our”) strives to provide premium digital marketing and consulting services.
Scope of Agreement
1. This is a binding agreement. BY USING THE NATIVE APPLICATION, WEB APPLICATION, AND/OR WEBSITE OF OROGAMIS (THE APP), OR ANY SERVICES, PRODUCTS, FEATURES, CONTENT, OR APPLICATIONS PROVIDED IN CONNECTION WITH THE APP (THE “SERVICE”), YOU, THE USER, (THE “USER,” “YOU,” “YOUR,” AND “YOURSELF”) AGREE TO ABIDE BY THESE GENERAL TERMS AND CONDITIONS (“TERMS”), AS THEY MAY BE AMENDED BY US FROM TIME TO TIME AT OUR SOLE DISCRETION. Orogamis will post a notice on the App when these Terms have been changed or otherwise updated. It is your responsibility to review these Terms as you agree to them and if at any time you find these Terms unacceptable, you must immediately leave the App and cease all use of the Service and the App.
2. IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH OROGAMIS ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION, INCLUDING WAIVER OF CLASS ACTION AND REPRESENTATIVE PROCEEDING CLAUSE.
2. You agree that all information supplied is true, accurate, current, and complete. You are required to keep your account information updated at all times. Some of the needed personal information may include, but is not limited to, the following:
a. Email address;
b. Your first and last name;
c. Date of Birth;
d. Your API keys for your accounts you wish us to access;
e. Phone number, including a mobile phone number or landline number;
f. Mailing address;
g. Financial information, e.g., credit card numbers;
h. Payment or tax information, including, but not limited to, bank account
i. User login and password information;
j. Facebook, Gmail, or other social media login username and password;
k. The name of the domain from which you access the Internet;
l. Street address of your location;
m. Pages you visit on our App;
n. The date and time you access the App and the duration time.
3. All notices sent to you will be sent to the email address provided to us (as updated by you), through push notifications, and/or via informational text (SMS) messages as part of normal business operation from use of the App or the Services. By accepting these terms you give your consent to receive communications from us by email, push notifications, or SMS and you agree that all agreements, notices, disclosures and other communications that we provide to you by such communication means satisfy any legal requirement that such communications be in writing. You agree to accept any charges for receiving any communications from us by email, push notifications, or SMS. You may opt-out of receiving push notifications or SMS from us at any time by updating your preferences under Settings.
5. We reserve the right to delete or cancel the membership of any person or entity at any time. We reserve the right to refuse to offer the App and the Service to any person or entity and change eligibility criteria at any time.
6. The service is offered for your use only; you are not entitled to allow any third party to use your registration. You may not impersonate any other person or entity in any registration whether or not that person is a user of the App. You may not register for another person unless you are a court appointed conservator or guardian, and in such case you represent that the other person satisfies the requirements of eligibility included in the Terms and/or any other applicable agreement with OROGAMIS.
7. YOU MUST BE 18 YEARS OR OLDER AND HAVE THE REQUISITE POWER AND AUTHORITY TO ENTER INTO THESE TERMS IN ORDER TO USE THE APP OR THE SERVICE.
8. Your Account may not be transferred or sold to another party.
9. If you are registering as a business entity, you represent that you have the authority to bind the entity to these Terms.
10. You are not permitted to do any of the following: (i) submit the information or name of another person or entity, real or fictitious; (ii) use another person’s Account or registration information; (iii) publish, distribute, or otherwise disclose the login information for your Account.
11. An account may be deleted by a user by contacting the Company directly as the Account Owner.
12. Upon opening an account, you may be asked to provide a username and password if you do not log in via a social media platform, e.g., Facebook. You are responsible for maintaining the confidentiality of your password.
13. You may not use the Account, username, or password of someone else at any time. You may not use the payment method of another unless you are an authorized user of the payment method. OROGAMIS shall not be liable for any loss that you incur as a result of someone using your password or payment method, either with or without your knowledge. You may be held liable for any losses incurred by OROGAMIS, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your Account, password, or payment method.
Compensation to Company
1. Users agree that the App and the Service have value, and that, consequently, you agree that OROGAMIS may be entitled to a membership fee.
2. We may require a minimum contribution amount for membership activities.
3. Currently, our membership options may include a subscription model, where users pay a monthly fee for access to OROGAMIS services.
4. Compensation to Company does not include any withholding for applicable taxes. For information on applicable taxes, see “Taxes.”
Content and User Content
1. “Content” includes, but is not limited to, photos, information about the user, location information, videos, audio clips, written posts, data, text, photographs, software, scripts, graphics, interactive features generated, provided, or otherwise made accessible on or through the App or the Service.
2. Currently, our platform does not support the ability for users to post content.
3. However, should we allow content to be posted, you shall not make available through uploading, downloading, displaying, performing, transmitting, or otherwise distributing, the following types of Content:
a. Libelous, defamatory, obscene, pornographic, abusive, or threatening Content;
b. Content that advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law, or regulation;
c. Content that is false, inaccurate, or misleading;
d. Content that is fraudulent or involves the actual or proposed sale, trade, or transportation of counterfeit or stolen items;
e. Content that infringes any third party’s copyright, patent, trademark, trade secret, rights of publicity, or other proprietary rights or privacy; or
f. Content that violates any law, statute, ordinance, or regulation including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination, or false advertising.
4. Company reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service or the App, and if applicable, to delete any such material from its servers. Company reserves the right to access, read, preserve and disclose any information as we reasonably believe necessary to:
a. Satisfy any applicable law, regulation, legal process or governmental request;
b. Enforce the Terms, including investigation of potential violations thereof;
c. Detect, prevent, or otherwise address fraud, security, or technical issues;
d. Respond to user support requests; and
e. Protect the rights, property or safety of us, our users, and the public. Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or any applicable laws.
5. The material displayed on our App is provided without any guarantees, conditions, or warranties as to its accuracy and is provided on an "as is" basis. To the extent permitted by law, we hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity.
6. Company makes no representations about the quality, safety, or legality of the information posted. If any unsafe or illegal information is posted, Company will make a reasonable effort to remove such information.
7. We reserve the right to remove any content from the App or the Service, terminate your registration or membership and restrict, suspend, or cease your access to our Service at any time for any reason, including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content, or if we are concerned that you may have violated the Terms.
9. This license granted to OROGAMIS and users does not affect other ownership or license rights you may have in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed to in writing. You will not be compensated for any User Content. You agree that OROGAMIS may publish or otherwise disclose your username or real name in connection with your User Content.
10. By posting User Content on the App or the Service, you warrant and represent that you either own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, license, sub-license, or otherwise distribute User Content to us without infringement or violation of any third-party rights, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, trademark rights, or any other intellectual property or proprietary rights.
11. All Content that you access by using the App or the Service is at your own risk.
12. THIRD PARTY WEBSITES. The App may contain links to other websites. If you choose to visit other websites, we are not responsible for the privacy practices or content of those other websites, and it is your responsibility to review the content and privacy policies at those websites to confirm that you understand and agree with their policies. We ask that you do not click on any suspicious links or advertisements and promptly report to us if you encounter any suspicious content. We are not responsible for any damages caused by visitation of third party websites via any link contained in the App.
13. We will not be responsible for any breach of these Terms and Conditions caused by circumstances beyond our reasonable control. Although we aim to offer you the best service possible, we make no promise that the Service or App will meet your requirements. We cannot guarantee that the Service will be fault-free.
14. The App may include links to other websites or material that are beyond our reasonable control; we are not responsible for such content on any site outside the App. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
15. We will not be liable for any business, financial, or economic loss nor for any consequential or indirect loss (such as lost reputation, lost profit or lost opportunity) arising as a result of your use of the App whether such loss is incurred or suffered as a result of your negligence or otherwise, including, but not limited to, access of web sites or material that are beyond our reasonable control.
Temporary Suspensions of Access to Content
1. Your access to the App may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services and any such interruptions shall not constitute a breach by us of these terms. We will attempt to restore the Service in a timely manner.
2. In most circumstances, we will attempt to provide some advanced notice before scheduling maintenance. We make no guarantees, however, with respect to the availability of the App or the Service. We may conduct maintenance at any time with or without notice to you.
3. If, for some reason, our maintenance interferes with service such that your service is dropped or suspended, please contact firstname.lastname@example.org for a resolution of the issue.
1. US Tax regulations may require us to collect appropriate tax information from our Users in the US, or to withhold taxes from payouts to Users. For instance, IRS regulations may require that we collect an IRS Form W–9 and/or 1099 Form from certain US Users, and an appropriate IRS Form W–8 (e.g. Form W–8BEN) from certain non-US Users, especially ones with at least one Listing in the United States.
2. As for the W-9, the form purpose is to get a TIN (taxpayer identification number), but for many users who have a SSN, they do not need it. OROGAMIS may provide applicable 1099 forms to Users. Users may request a W-9 Form from the IRS directly.
3. OROGAMIS may be required to provide users with 1099-B forms for preparing US taxes. Users that make any money using our App may receive the 1099-B forms each year. OROGAMIS may provide users a tax summary which can be used to translate the 1099-B information into some of the income and expenses to report on Schedule C. Generally, users may want to wait until the 1099-B form is complete before filing tax returns.
4. Users are solely responsible for keeping the information in their tax forms current, complete, and accurate. If you as a User fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payments to you (e.g., if you are a User within the United States and you fail to provide us with a completed IRS Form W-9 or 1099), we reserve the right in our sole discretion to freeze all payouts to you until resolution and/or withhold such amounts as required by law.
5. Unless otherwise stated, you are responsible for any taxes or duties associated with your account, including any related penalties or interest.
6. You will pay OROGAMIS for the services without any reduction for Taxes. If OROGAMIS is obliged to collect or pay Taxes, the Taxes will be invoiced to you. Upon receiving an invoice, you may provide OROGAMIS with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. If you are required by law to withhold any Taxes from your payments to OROGAMIS, you must provide OROGAMIS with an official tax receipt or other appropriate documentation to support such payments.
7. Nothing in this section should be construed as tax advice or legal advice, and should not be taken as to apply to any individual case or situation. We recommend that you seek tax advice from your own tax adviser.
Compliance with Intellectual Property Laws
1. When accessing the App or using the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service and the App is at all times governed by and subject to laws regarding copyright, trademark, trade secret, rights of publicity, and patent ownership, and all other forms of intellectual property.
2. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or Content in violation of any third party’s copyrights, trademarks, trade secrets, rights of publicity, patents, and other intellectual property or proprietary rights. You agree to abide by laws regarding copyright, trademark, trade secret, rights of publicity, and patent ownership, and all other forms of intellectual property, and you agree that you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted through your use of the App or the Service.
3. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.
4. You agree that you will maintain all copyright notices, information and restrictions contained in any Content accessed through the Service or App for Content provided by us, our partners, or users. Company has in place legally mandated procedures regarding allegations of copyright infringement occurring on the App or with the Service. Company has adopted a policy that provides for the immediate suspension or termination of any App or Service user who is found to have infringed on the rights of the Company and/or of a third party, or otherwise violated any intellectual property laws or regulations. Company’s policy is to investigate any allegations of copyright infringement brought to its attention.
5. OROGAMIS complies with the notice and takedown procedures defined in section 512(c) of the Digital Millennium Copyright Act (“DMCA”), which applies to content reported and removed for infringing United States copyrights. Submitting a claim of copyright infringement is a serious matter with legal consequences. Before you report a claim of copyright infringement to us, you may want to reach out to the person posting the content. You may be able to resolve the issue simply by bringing it to their attention without contacting us at all.
6. If you are not sure whether the content you are reporting is infringing your legal rights, you may want to seek legal guidance. Keep in mind that submitting intentionally misleading reports of infringement may be punishable under the Digital Millennium Copyright Act (DMCA) in the United States or similar laws in other countries.
7. If you have evidence, know, or have a good faith belief that your right has been violated, and you wish for the Company to delete, edit, or disable the material in question, you must provide the Company with all of the following information:
a. Your complete contact information (full name, mailing address, and phone number). Note that we regularly provide your contact information, including your name and email address, the name of your organization or client who owns the right in question, and/or the contents of your report to the person who posted the Content you are reporting. You may wish to provide a professional or business email address for contact by users;
b. A declaration that:
i. You have a good faith belief that use of the copyrighted content described above, in the manner you have complained of, is not authorized by the copyright owner, its agent, or the law
ii. The information in your notice is accurate
iii. You declare, under penalty of perjury, that you are the owner or authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed.
c. Your electronic signature or physical signature;
i. Identification of Content that you claim infringes your copyright; and
ii. Identification of the copyrighted work that you claim has been infringed.
8. For the notification to be effective, you must provide it to the Company’s designated agent at email@example.com.
9. If your content was removed under the notice and counter-notice procedures of the DMCA, you will receive instructions about the counter-notification process, including how to file a counter-notification, in the warning we send you.
10. When we receive an effective DMCA counter-notification, we promptly forward it to the reporting party. If the reporting party does not notify us that they have filed an action seeking a court order to restrain you from engaging in alleged infringing activity related to the material in question within 10-14 business days, we will attempt to promptly restore eligible content under the DMCA.
11. In rare instances, we may not be able to restore content due to technical limitations. In that event, we will send you an update letting you know you may repost the content to the App at your discretion. Restored content will not be counted against you if your account is ever reviewed for potentially violating our policies about repeat infringement.
Alleged Violations and Terminations of Use
1. OROGAMIS reserves the right to terminate your use of the Service and/or the App.
2. To ensure that the Company provides a high quality experience for you and for other users of the App and the Service, you agree that OROGAMIS or its representatives may access your Account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the App or the Service.
3. OROGAMIS does not intend to disclose the existence or occurrence of such an investigation unless required by law, but reserves the right to terminate your Account or your access to the App and the Service immediately, with or without notice to you, with or without cause, and without liability to you, effective immediately, if Company believes that you have violated any of the Terms, furnished Company with false or misleading information, or interfered with use of the App or the Service by others.
4. Termination may result in the forfeiture or destruction of all information associated with your account and any account balances. If you wish to terminate your account, you may do so by contacting us or through the Account settings. All provisions of the Terms, which, by their nature, should survive termination, include, but are not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Warranty Disclaimer by OROGAMIS and Limitations of Liability
1. OROGAMIS hereby disclaims all warranties. To the extent permitted by law, the App and the Service are provided ‘as is.’ OROGAMIS makes no other express or implied warranties or conditions including hardware, systems, networks, environments or for merchantability, satisfactory quality, fitness of a particular purpose or non-infringement.
2. You further waive, release, and hereby hold OROGAMIS, including our officers, directors, shareholders, employees, agents, and assigns, harmless from any and all liability of every type arising out of your use of the App or the Service, except liability arising out of our own gross negligence or willful misconduct.
3. You agree that your use of the App and the Service shall be at your sole risk, and that you understand the risks including, but not limited to, those listed in “Potential Risks.” OROGAMIS, our officers, directors, shareholders, employees, agents, and assigns shall not be liable for any incidental, indirect, punitive, actual, consequential, special, exemplary, or other damages, including loss of revenue or income, pain and suffering, emotional distress, or similar damages, even if you have advised OROGAMIS of the possibility of such damages. OROGAMIS, our officers, directors, shareholders, employees, agents, and assigns will have no liability to you or any other party for damages (including but not limited consequential, compensatory, special, direct, indirect, punitive, incidental or exemplary damages), obligations, losses, costs and expenses (“Loss”) arising out of or relating to the use of, reliance on or inability to use the App or the Service. This includes but is not limited to the following:
a. Any suspension or termination of your Account;
b. Errors, mistakes or inaccuracies on the App;
c. Any personal injury or property damage resulting from your access and use of the App or the Service.
4. You assume the risk of any and all damage or loss from use of, or inability to use, the App or the Service, including, but not limited to, those risks disclosed in “Potential Risks.” OROGAMIS does not warrant that the App or the Service will meet your requirements for functionality or that the provision of the service will be uninterrupted or error-free, or that OROGAMIS will correct all errors. You acknowledge that OROGAMIS does not control transfer of data over communications facilities, including the Internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. We are not responsible for any delays, delivery failures, or damage resulting from such problems.
5. We further do not warrant that the content provided by other users of the App is timely or accurate. We will make reasonable efforts to promptly remove posts in violation of the Terms, but have no control over what other Content users generate.
6. Company has no control over, and no liability for, any third party websites or materials. Company works with a number of partners and affiliates and the App or the Service may permit you to link to and otherwise interact with third party resources on the Internet. You agree to do so at your own risk. The App or the Service may allow you to post location data or other content to these third party services. You acknowledge and agree that we do not control these third parties and that we are therefore not responsible or liable for the content, functions, accuracy, legality, appropriateness, performance or any other aspect of these partners, their affiliate sites and resources. Company assumes no responsibility for unintended, objectionable, inaccurate, misleading or unlawful content that may be included on those sites or resources. Similarly, from time to time, in connection with your use of the App, you may have access to content items, including but not limited to, websites that are owned by third parties. Any such use does not imply our endorsement or any association between us and the third party services. You acknowledge and agree that Company makes no guarantees about, and assumes no liability or responsibility for, the accuracy, currency, content, or quality of this third party content, and that unless expressly provided otherwise, these Terms shall govern your use of any and all third party content.
Representations of User
1. You as a user, must make representations and warranties in order to use Orogamis Apps and Services. By using any Orogamis App or Service you hereby represent and warrant that:
a. You have read and understood these Terms;
b. You have necessary authority and consent to accept these Terms, enter into a binding agreement with OROGAMIS, and perform the obligations hereunder;
c. The acceptance of these Terms constitutes a binding agreement with OROGAMIS and such agreement will not result in any breach of, be in conflict with, or constitute a material default under any provision of organizational documents, any provision of a judgment, decree, or order imposed on user or any material agreement, obligation, duty, or commitment to which the you are a party or by which you are bound;
d. If you are an individual, that you are at least 18 years of age and have sufficient legal capacity to enter into these Terms;
1. OROGAMIS imposes certain restrictions on users’ permissible use of the App and the Service.
2. You are prohibited from using data mining, robots, or other similar data gathering and extraction tools to collect usernames, email addresses, photos, or other User Content for the purposes of sending unsolicited email or for any other use. You are prohibited from using the App or the Service to send unsolicited communication, including, but not limited to, promotions and advertisements for products or services.
3. You are prohibited from violating, or attempting to violate, subvert, or exploit, any security features of the App or the Service, including, without limitation:
a. Accessing content or data not intended for you, or logging into a service or Account that you are not authorized to access;
b. Attempting to probe, scan, or test the vulnerability of the Service, the App, or any associated system or network, or to breach security or authentication measures without proper authorization;
c. Interfering with or attempting to interfere with service to any user, host, or network, including, but not limited to, by submitting a virus to the App or the Service or by overloading, flooding, spamming, mail bombing, or crashing the App or the Service;
d. Foregoing any TCP/IP packet header or any part of the header information in any communication or in posting Content;
e. Attempting to modify, reverse-engineer, decompile, disassemble, decipher, or otherwise reduce or attempt to reduce to a human-perceivable form, any of the source code used by OROGAMIS in providing the App or the Service or underlying ideas or algorithms of any part of the App or the Service;
f. Attempting to manipulates the market in any way that gives you an unfair advantage or reduces our other clients legitimate trading experience or puts OROGAMIS’s service at risk;
g. Modify, translate, or otherwise create derivative works of any part of the App
or the Service; or
h. Copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
4. Any profits you receive as a result of result of violating our Terms will be forfeited and any registration fees you paid will not be refunded.
5. ANY VIOLATION OF SYSTEM OR NETWORK SECURITY OF THE APP OR SERVICE MAY CONSTITUTE A VIOLATION OF LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, THE COMPUTER FRAUD AND ABUSE ACT UNDER 18 U.S.C. § 1030. PENALTIES FOR VIOLATION MAY INCLUDE A FINE OR IMPRISONMENT FOR NOT MORE THAN TWENTY YEARS. OROGAMIS RESERVES THE RIGHT TO REPORT ANY VIOLATIONS TO LOCAL, STATE, OR FEDERAL AUTHORITIES FOR YOUR UNLAWFUL MISCONDUCT.
6. We further reserve the right to pursue civil action for your violation of system or network security, including, but not limited to, the right to seek compensatory damages and injunctive relief under 18 U.S.C. § 1030.
7. We reserve the right to terminate without notice your use of the App and/or the Service without limiting any other rights and remedies we may have.
1. In the event that something inappropriate, offensive, disturbing, threatening, or potentially criminal occurs during the course of activities relating to the App or the Service, including, but not limited to, insider trading, or other more serious criminal activities, we request that you immediately report such activity to the local police.
2. We request that, in any incident in which police are contacted, that you forward us information related to the event, including:
a. The name of the police station reported to;
b. The police report number;
c. The date and approximate time of the incident;
d. The names of the party involved; and
e. Any other important facts to firstname.lastname@example.org.
3. In the event that any Content is posted which violates our “Content and User Content” permissible by these Terms, or any other policy or agreement of OROGAMIS, we ask that you flag such activity or report the activity to email@example.com.
1. You agree to indemnify, defend, and hold OROGAMIS, its parents, subsidiaries, affiliates, shareholders, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents, consultants, and representatives of each of them, harmless, including costs, liabilities, and legal fees (including, but not limited to, any reasonable attorney’s fees and costs), from any claim or demand made by any third party arising out of or relating to:
a. your access to or use of the App or the Service;
b. your misuse of the App or the Service;
c. your violation of the Terms;
d. your identity in the App or the Service;
e. your failure to pay any applicable taxes;
f. your acts of infringement, or infringement by any other user of your Account, of any intellectual property or other right of any person or entity.
2. OROGAMIS reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
3. You further agree to indemnify and hold harmless the Company from any claim asserted against you from any other user of the App or the Service, and to indemnify and hold harmless Company from any damage incurred for any reason that proximately or actually flows from use of the App or the Service.
4. You agree not to settle any such matter without the prior written consent of OROGAMIS.
5. OROGAMIS will use reasonable efforts to notify you of any such claim, loss, liability, demand, action, or proceeding in which indemnity is required upon becoming aware of it. OROGAMIS further agrees to take and cause affiliates to take all commercially reasonable steps to mitigate loss upon becoming aware of any event or circumstance that gives rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such loss.
6. Notwithstanding the foregoing, indemnification shall not be required for liability arising of out of Company’s gross negligence or willful misconduct with respect to the App or Service.
7. The foregoing indemnity obligations will survive any termination of the Terms or your use of the Service. OROGAMIS reserved the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this section. You agree not to settle any matter subject to the foregoing indemnification obligations without the express consent and approval of OROGAMIS.
Choice of Law and Venue
1. These Terms shall be construed in accordance and governed by the laws of the United States and the State of California, as well as any claim, cause of action or dispute that might arise between you and OROGAMIS (a “Claim”), without regard to conflict of law provisions.
2. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS (OR ARBITRATION TRIBUNALS, WHICHEVER THE CASE MAY BE) LOCATED WITHIN SANTA CLARA COUNTY, CALIFORNIA.
Right to Intervene
1. We are not responsible for your interactions with other users. We reserve the right, but have no obligation, to act as an intermediary in the event of any dispute.
2. You acknowledge and agree that we will incur no liability simply by virtue as acting as an intermediary.
1. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
1. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
1. We grant you a limited license to access and make use of the App, but not to modify it, or any portion of it, reproduce it, distribute it, or store it for non-personal use, except with our express written consent.
2. Nothing contained in the App or through the Service should be understood to grant you a license to use any of the trademarks, service marks, logos, copyrights, patents, and trademarks by OROGAMIS or any of its affiliates, except insofar as to make use of the App and the Service for personal use, we grant each user of the Service and the App a worldwide, non-exclusive, non-sublicensable, and non-transferrable license for such use.
Mergers & Acquisitions
1. We, in some cases, may choose to buy or sell business assets. In these transactions, user information is typically one of the transferred business assets. Moreover, if we, or substantially all of our assets, were acquired, or if we go out of business or enter bankruptcy, user information would be one of the assets that is transferred or acquired by a third party.
2. You acknowledge that such transfers may occur, and that any acquirer of us or our assets may continue to use your Account as set forth in this policy.
1. THE PARTIES AGREE THAT ANY CONTROVERSY, CLAIM, OR DISPUTE WITH A PARTY OR AFFILIATE OF THE PARTY, ARISING OUT OF, RELATING TO, OR RESULTING FROM THESE TERMS OR THE EXISTENCE, BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, OR YOUR ACCESS TO OR USE OF THE APP OR SERVICE AT ANY TIME, WHETHER BEFORE OR AFTER THE DATE YOU AGREED TO THE TERMS, SHALL BE SUBJECT TO BINDING ARBITRATION AND NOT A COURT OF LAW.
2. The Parties agree that the arbitrator will have the power to decide on any motions brought by any party to the arbitration, including discovery motions, motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The Parties agree that the arbitrator will issue a written decision on the merits. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY.
3. YOU ACKNOWLEDGE AND AGREE THAT YOU AND OROGAMIS ARE EACH HEREBY WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
4. No Class Actions or Representative Proceedings. YOU AND OROGAMIS ACKNOWLEDGE AND AGREE THAT ANY PARTY IS EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL ARBITRABLE DISPUTES. FURTHER, UNLESS YOU AND OROGAMIS BOTH OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
5. Exceptions; actions not remediable by Arbitration : EXCEPT AS PROVIDED UNDER APPLICABLE LAW AND THIS SECTION, ARBITRATION WILL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE. Exceptions include: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
6. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
7. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
8. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
1. No agency, partnership, joint venture, legal person, association, legal entities, or employment relationship is created as a result of these Terms. It is not the purpose or intention of this agreement to create any such relationship whereby any party shall be held liable for the commissions or omissions of any other party.
Contact Information :
Entire Agreement; Modifications
1. The Parties agree that this Agreement is the ENTIRE AGREEMENT between the parties. This Agreement OVERRIDES AND REPLACES all prior negotiations and terms proposed or discussed, whether in writing or orally, about the subject matter of the Terms.
2. Company may, in its sole discretion and without prior notice, (a) revise these Terms; (b) modify the App and/or the Service; and (c) discontinue the App and/or the Service at any time. Company shall post any revision to these Terms to the App, and the revision shall be effective immediately on such posting.
3. You agree to review these Terms and other online policies posted on the App, which will be updated periodically. You agree that, by continuing use or access of the App or the Service, following any notice of such revisions, you shall abide by the updated Terms. Changes are effective immediately, but do not apply retroactively.
The Terms are Not Legal Advice
1. Nothing in the Terms should be construed as tax advice or legal advice, and should not be taken as to apply to any individual case or situation.
2. The information contained in the Terms is not intended to create, and receipt or reading of these Terms does not constitute, an attorney-client relationship.
3. You are encouraged to contact an attorney for legal advice concerning any tax information, or any other legal matter arising from use of the App or the Service.