This Terms of Service Agreement was last modified on August 25, 2019.
BEFORE USING THE ONLINE SERVICE, PLEASE READ THESE TERMS OF SERVICE, WHICH FORM A BINDING AGREEMENT BETWEEN YOU AND OROPALA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, DO NOT USE OR ACCESS THE ONLINE SERVICE.
Our services are available only to individuals and organizations that can form legally binding contracts under applicable law. As a user of the Site, you represent that you have the authority to bind any company associated with your user information to these Terms of Service. Without limiting the foregoing, our services are not available to minors or to temporarily or indefinitely suspended Site users.
2. Oropala claims no ownership in, or any affiliation with, third-party trademarks or brand names that may appear on the Site. Such third-party trademarks are used only to identify the products and services of their respective owners, and no sponsorship or endorsement on the part of Oropala should be inferred from their use. You are not permitted to use the trademarks displayed on the Site without the prior written consent of Oropala or the third party that may own the trademarks.
3. Your subscription term for the Online Service will be specified during the order/payment process on the Site. At the expiration of any subscription term, your subscription will automatically extend for additional 1-year periods at Oropala’s then-current rates, unless either party gives the other party written notice of termination at least 30 days prior to the end of the subscription term. The Subscription is not dependent on any future functionality, upgrades or features (or any public comments or other disclosure made by or on behalf of Oropala with respect thereto). Cancellation notices must be delivered via e-mail to firstname.lastname@example.org. We may change our fees for our services from time to time, but such changes will not apply to you until the next annual renewal of your subscription.
4. No refunds or credits will be extended for partial or unused subscription periods following termination of a subscription.
5. We require a username and password system to secure access to our site. However, the Site cannot and does not confirm each user’s purported identity. You agree that you are solely responsible for (1) maintaining the strict confidentiality of your usernames and passwords; (2) not allowing others to use your username to access the site; (3) any losses that may be incurred or suffered as a result of your failure to maintain the confidentiality of your usernames and passwords; and (4) promptly informing Oropala in writing of the need to deactivate a username resulting from actual or potential security concerns. Because we cannot confirm each user’s identity, you release Oropala (and our officers, directors, employees, agents, subsidiaries and business partners) from claims, demands and damages (actual and consequential) (each a “Claim”) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with a Claim that arises from our inability to confirm user identity other than such Claims that result solely and directly from Oropala’s breach of these Terms of Service, gross negligence or willful misconduct.
6. We do not control all information provided by other users and data providers that is made available through our system. You may find other users’ or data providers’ information to be offensive, harmful, inaccurate, or deceptive. Oropala does not warrant or make any representations regarding the accuracy, adequacy or completeness of any information on the Site, and expressly disclaims any liability arising from, or as a result of, the use of any information. Accordingly, any person acting upon or in reliance on any information does so entirely at his or her own risk. BY USING THIS SITE, YOU ARE EXPLICITLY AGREEING THAT INFORMATION AVAILABLE ON THE SITE IS NOT TO BE RELIED UPON AND MAY CONTAIN SUBSTANTIAL INACCURACIES.
7. We will use best efforts to ensure that the Online Service will be available 24 hours per day, 7 days per week, excluding any scheduled maintenance. Notwithstanding anything contained in this Agreement to the contrary, we make no warranty regarding the availability of the Site. Should the Online Service remain unavailable for an extended and continuous period exceeding 7 days, we will extend your subscription duration by an amount equal to the period the Online Service was unavailable. No extension of your subscription will be made for periods of unavailability shorter than 7 continuous days. This paragraph represents the complete remedy available to you for unavailability of the Online Service.
8. “Your Information” is defined as any information you provide to us or other users through the Site or any email feature. You are solely responsible for Your Information, and we generally act as a conduit for your online distribution and publication of Your Information. You certify that Your Information is correct and complete to the best of your knowledge. You confirm that you have all rights, power, and authority necessary to post Your Information to the Site. Your Information and your activities on the site shall not (a) be false, inaccurate or misleading; (b) be fraudulent; (c) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; or (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers. You may not use any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Oropala reserves the right to terminate or suspend your access to and use of the Site without notice if we believe, in our sole discretion, that it is in violation of these Terms of Service or any applicable law or it is harmful to our interests or the interests, including intellectual property or other rights, of another user or other third party.
9. In order to enable Oropala to use the information you supply us in offering our services and so that we are not violating any rights you might have in Your Information, Your transmission of Your Information shall constitute the granting by you to Oropala of a non-exclusive, worldwide, perpetual, sub-licensable, irrevocable, royalty-free right to exercise the rights you have in Your Information. We will not materially change Your Information so as to make it inaccurate. Other than the license granted under this paragraph, Oropala will have no rights, title and ownership in Your Information, and you will retain all rights, title and ownership or license you may have in Your Information.
10. You acknowledge and agree that Oropala owns all rights to the Site and its modules (including all modifications, revisions and derivative works, and all programs, enhancements, design concepts and other documentation, developed for or relating to the Site), all tables (including the structure and fields) and forms developed for such modules, and all Online Services, but excluding rights you may have in Your Information.
11. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real-time basis and is proprietary or is licensed to Oropala by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any Content (except for Your Information) from our website without the prior express written permission of Oropala or the appropriate third party.
13. WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEBSITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from jurisdiction to jurisdiction.
14. IN NO EVENT SHALL WE, OUR SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THESE TERMS OF SERVICE (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
15. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, employees and agents, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents incorporated herein by reference, or your violation of any law or the rights of a third party.
16. Any legal controversy or legal claim arising out of or relating to these Terms of Service or our services, excluding legal action taken by Oropala to collect our fees and/or recover damages for, or obtain an injunction relating to, the Site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Orange County, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Oropala may seek any interim or preliminary relief from a court of competent jurisdiction in Orange County, California necessary to protect the rights or property of you or Oropala pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover its reasonable attorneys’ fees and costs.
17. OROPALA HEREBY WAIVES, AND BY ACCEPTING THESE TERMS OF SERVICE, YOU ALSO AGREE TO WAIVE YOUR RIGHT TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT ON A CONSOLIDATED, CLASSWIDE OR REPRESENTATIVE BASIS, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THESE TERMS OF SERVICE IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT SUCH ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.
18. All parties to these Terms of Service shall comply with applicable domestic and international laws, statutes, ordinances and regulations regarding your use and our provision of the Site.
19. Except as explicitly stated otherwise, any notices shall be given to Oropala by email to email@example.com and to you by email to the email address you provide to Oropala during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Oropala during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
20. The Site may contain links to other independent third-party websites. Oropala provides these links as a convenience, and for your reference only. The inclusion of any link does not imply Oropala’s endorsement of the site or any association with its operators. Sites linked in the Site are not necessarily under the control of Oropala and Oropala is not responsible for, nor does it certify the content of any linked site or any link contained in a non-affiliated linked site. If you decide to access any links to third party sites you do so at your own risk. Any disclaimers posted in connection with these third-party sites relating to information contained in or available through a third-party site are expressly incorporated herein.
21. Unless otherwise set forth in a written agreement between you and Oropala, you must adhere to Oropala’s linking policy as follows: (i) any link to the Oropala website must be a text-only link clearly marked “Oropala website”; (ii) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Oropala’s name and trademarks; (iii) the link must point to the URL https://www.oropala.com/ and not to other pages within the Oropala website; (iv) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Oropala; and (v) Oropala reserves the right to revoke its consent to the link at any time and in its sole discretion.
22. Oropala reserves the right, in its sole discretion, to terminate your access to all or part of the Site, with or without notice. Examples of activity that may lead to a termination of your use of the Site include your breach of any of these Terms of Service.
23. Without limiting other remedies, we may immediately revoke your user access, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if (a) you violate any of these Terms of Service or any document incorporated herein by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our other users or us.
24. Without limiting any other remedies, Oropala may suspend or terminate your account if we suspect that you have engaged in fraudulent activity in connection with the Site.