These Terms of Service (these "Terms of Service") set forth the terms and conditions upon which Orai, Inc. ("Orai", “we” or “us”) offers you access to (a) this website, located at uniform resource locator www.orai.com (the “Site”), and (b) the Orai mobile application (the “App”), along with all content, features, functionality, and services offered on or through the Site and the App (the “Service”).
1. YOU AGREE TO THESE TERMS BY USING THE SITE
If you do not agree and accept, without limitation or qualification, these Terms of Service, you must exit the Site immediate and cease all use of the Site, App and Services.
2. PERMITTED USERS
The Service is offered and available to users who are 18 years of age or older. By using the Site, App or Service, you represent and warrant that you are of legal age to form a binding contract with Orai and meet all of the foregoing eligibility requirements. If you are under the age of 18, make sure that your parent or legal guardian reads and agrees with these Terms of Service on your behalf, as your parent or legal guardian shall be fully responsible for your compliance with these Terms of Service. If you do not meet all of these requirements, you must not access or use the Site, App or Service. If the person using the Site, App or Service is under the age of 18, references to “you” and “your” in these Terms of Service shall also include such person’s parent or legal guardian.
3. PERMITTED USE OF THE SITE
The information and materials on the Site are provided for general informational purposes. You may use the Site solely for the purpose of learning about and/or purchasing the Service. You may not use, reproduce or distribute the text, graphics, downloads, tools or any other content on the Site for any other purpose.
4. ACCESSING THE APP AND THE SERVICE; ACCOUNT SECURITY.
4.2 Protection of Account Information. When you create a username, password, or any other piece of information as part of our registration process, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Site, App or Service, or any portion thereof, using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your account. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other personal information. You should take reasonable measures to ensure the protection of your password and personal information, including the use of security features on your device and ensuring that your device is in a safe location at all times. Orai will not be responsible for any losses arising out of the unauthorized use of your username, password, and/or account and you agree to indemnify and hold harmless Orai, its officers, directors, employees, parents, subsidiaries, agents, affiliates and business partners and/or licensors, as applicable, for any improper, unauthorized, or illegal use of the same. You may not use a false e-mail address, false phone number, false address, false name, impersonate any person or entity, or otherwise mislead as to your identity. If you provide any information that is inaccurate or incomplete, Orai reserves the right to suspend or terminate your account and refuse any and all future use of the App and the Service by you at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending an email to us at email@example.com.
4.3 Disabling of Accounts and Content. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service. We reserve the right to withdraw or amend the Site, App, and any Service or content we provide on or through the Site or the App, in our sole discretion without notice. We will not be liable if for any reason, including, but not limited to, routine maintenance or technical problems, all or any part of the Site, App or Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site or App, or the entire Site or App, to users, including registered users. By your continued use of the Site, App or Service, you understand and acknowledge that access to the Site, App or Service may be interrupted, suspended, terminated, or otherwise limited from time to time, and this in no way holds Orai liable for any damages arising out of your access to the Site, App or the Service.
5. LICENSE; RESTRICTIONS; RESERVATION OF RIGHTS
5.1 Limited License. Subject to your compliance with the terms and conditions of these Terms of Service, upon registering with Orai in accordance with Section 4, Orai grants to you a limited, personal, non-exclusive, non-transferable, license to use the Site and the App to access Service solely for your own personal purposes during the term of these Terms of Service. Except for the licenses and rights expressly granted under these Terms of Service, no licenses or rights are granted by Orai to you hereunder, by implication, estoppel or otherwise. All such other licenses and rights are reserved unto Orai.
5.2 License Restrictions. You may use the Site, App and Service only for lawful purposes and in accordance with these Terms of Service. You shall not (a) copy or modify the Site, App or Service for any purpose; (b) reverse engineer, decompile, modify, translate, disassemble or discover the source code for all or any portion of the Site, App or Service; (c) distribute, disclose, market, rent, lease or otherwise transfer the Site, App or Service to any other person or entity; (d) use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Site, App or Service; (e) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Site, App or Service; (f) use any meta tags or any other “hidden text” utilizing the name or trademarks of the Site, App or Service; (g) use the Site, App or Service in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (h) use the Site, App or Service in any manner that could disable, overburden, damage, or impair the Site or App or interfere with any other party’s use of the Site, App or Service, including their ability to engage in real time activities through the Site or App; (i) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the Site, App or Service; (j) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, App or Service, the server on which the App is stored, or any server, computer, or database connected to the Site, App or Service; (k) attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Site or App that you are not authorized to access; or (l) probe, scan, or test the vulnerability of the Site or App or any system or network connected to the Site or App. Hypertext linking to the Site is permitted so long as the link does not portray Orai, or its products and services in a false, misleading, derogatory, or otherwise offensive matter. Orai reserves the right to disable any link to any website that we believe contains scandalous, offensive, obscene, scurrilous or inappropriate content or that, in the sole opinion of Orai, adversely affects the goodwill of Orai or any trademark or service mark of Orai or its affiliates or content suppliers. You may not use any Orai logo or other proprietary graphic or trademark as part of the link without the express written permission of Orai.
5.3 Location. The Site, App and Service may be accessed from countries other than the United States and may contain services or references to services that are not available outside of the United States. Any such references do not imply that such services will be made available outside the United States, and you are solely responsible for complying with all applicable laws, rules and regulations with respect to any access to and use of the Site, App and Service outside of the United States.
5.4 Intellectual Property Rights.
5.4.1 Orai retains all intellectual property rights in and to the Site, App and Service, and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and layout thereof), and all related documentation interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights), including but not limited to any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation. Except for rights specifically provided in these Terms of Service, you hereby assign to Orai all other intellectual property rights you may now or hereafter possess in the Site, App or Service and related documentation, and all derivative works and improvements thereof, and agree to execute all documents, and take all actions, that may be necessary to confirm such rights. You also agree to retain all proprietary marks, legends and patent and copyright notices that appear on the Site, App or Service and any related documentation delivered to you by Orai and all whole or partial copies thereof.
5.4.2 You may from time to time provide Orai with suggestions, comments, recommendations and/or feedback regarding the Site, App or Service (“Feedback”). Any and all Feedback is and shall be given entirely voluntarily. As between the you and Orai, all Feedback shall be exclusively owned by Orai, and you hereby assign to Orai all other intellectual property rights you may now or hereafter possess in the Feedback, and all derivative works and improvements thereof, and agree to execute all documents, and take all actions, that may be necessary to confirm such rights. As a result, Orai shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you or any other person or entity
6. THIRD PARTY CONTENT, SITES AND FEATURES
6.2 Third Party Features. In addition, the Site and App may provide certain social media features that enable you to: (a) link from your own or certain Third Party Sites to certain content on the Site or App; (b) send emails or other communications with certain content, or links to certain content, on the Site or App; or (c) cause limited portions of content on the Site or App to be displayed or appear to be displayed on your own or certain Third Party Sites (collectively, “Third Party Features”). You may use these Third Party Features solely as they are provided by Orai, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not: (w) establish a link from any Third Party Site that is not owned by you; (x) cause the Site or App or portions thereof to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or inline linking; (y) link to any part of the Site or App other than the homepage; or (z) otherwise take any action with respect to the materials on the Site or App that is inconsistent with any other provision of these Terms of Service. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We may disable all or any social media features and any links at any time without notice in our discretion.
7. WARRANTIES AND LIMITATIONS OF LIABILITY.
7.1 Limited Warranty. Orai warrants that Orai will use commercially reasonable efforts to cause the App and the Service to operate in substantial conformance their respective published documentation. Orai’s sole obligation and your sole remedy with respect to any failure of the App or the Service to substantially conform to the documentation therefore is for Orai to use commercially reasonable efforts to remedy any such failure as soon as is reasonably practicable, and if such failure is not remedied in a reasonable time, for you to terminate these Terms of Service pursuant to Section 9.2.
7.2 Open Source Software. You acknowledge and agree that certain items of software included in or used by the Site, App and Service are owned by or licensed from third parties and subject to open source, free software or similar licenses (collectively, “Open Source Software”). To the extent required by any license for particular Open Source Software, Orai will make such Open Source Software, and, as applicable, Orai’s modifications to that Open Source Software, available by written request at firstname.lastname@example.org.
7.4 Warranty Disclaimers.
7.4.1 You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site, App and Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR APP OR ANY SERVICE OR ITEMS OBTAINED THROUGH THE SITE OR APP OR TO YOUR DOWNLOADING OR USE OF ANY MATERIAL POSTED OR LINKED TO THEM.
7.4.2 EXCEPT AS SET FORTH IN SECTION 7.1, THE SITE, APP, THEIR CONTENT, AND ANY SERVICE OR ITEMS OBTAINED THROUGH THE SITE OR APP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. AND ORAI HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SITE, APP AND SERVICE OR ANY OTHER MATTER COVERED BY THESE TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ORAI DOES NOT WARRANT THAT THE SITE, APP OR SERVICE WILL OPERATE WITHOUT INTERRUPTION OR DELAY AND/OR BE ERROR FREE, OR THAT ALL FAILURES OF THE APP OR SERVICE TO CONFORM TO THE DOCUMENTATION CAN OR WILL BE CORRECTED. ORAI MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR SECURITY OF ANY CONTENT PROCESSED BY THE SITE, APP OR SERVICE, OR THAT THE APP OR ANY SERVICE OR ITEMS OBTAINED THROUGH THE SITE OR APP WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
7.5 Limitations of Liability. IN NO EVENT SHALL ORAI BE LIABLE FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARISE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER ORAI IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. The aggregate liability of Orai for any and all claims arising under or in connection with these Terms of Service or its subject matter shall not exceed $500.
7.6 Essential Part of the Bargain. The parties acknowledge that the disclaimers and limitations set forth in this Section 7 are an essential element of these Terms of Service between the parties and the parties would not have entered into these Terms of Service without such disclaimers and limitations.
8. INDEMNIFICATION; UNAUTHORIZED USE
8.1 Indemnification. You agree to defend, indemnify, and hold harmless Orai, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Terms of Service, including, but not limited to, any use of the Site’s or App’s content, services, and products other than as expressly authorized in these Terms of Service, or (b) End-User Content that you provide through or in connection with the Site, App or Service.
8.2 Notification of Unauthorized Use. You shall promptly notify Orai in writing upon its discovery of any unauthorized use or infringement of the Site, App, Service, or the related documentation, or Orai's intellectual property rights with respect thereto. Orai shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party, and, in the event that Orai brings such an action or proceeding, you shall cooperate and provide full information and assistance to Orai and its counsel in connection with any such action or proceeding.
9.1 Termination. Orai may terminate your use of the App and Service at any time. You may terminate your use of the App and Service at any time by cancelling your account by contacting Orai at email@example.com and uninstalling the App.
9.2 Effect of Termination. Upon the termination of your access to the App and Service in accordance with these Terms of Service, all of your license rights to the App and the Service under these Terms of Service shall automatically and immediately cease and you shall promptly cease all uses of the Service and shall uninstall the App.
10.1 Typographical Errors. In the event that a service or product is mistakenly listed at an incorrect price or with incorrect specifications, Orai reserves the right to refuse or cancel any orders placed for product or service listed incorrectly, whether or not the order has been confirmed and whether or not you have been charged for such product or service. If your credit card has already been charged for the purchase and your order is cancelled, Orai shall issue you a credit (to your credit card account or otherwise) in the amount of the incorrect price.
10.2 Export Compliance. The App, Service and certain other materials downloaded or otherwise made available through the Site or App may be subject to U.S. and other national export controls and economic sanctions. Individuals or entities owned or controlled, registered in, or related to Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods; or anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders, are not permitted to use the App, access the Service or otherwise download or export software from the Site or App. Your rights and obligations shall be subject to such United States laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation to the Export Administration Act of 1979, and the Export Administration regulations issued by the Department of Commerce, International Trade Administration, Office of Export Administration. You hereby certify that you shall not, directly or indirectly, export, re-export or transship the App, Service or any other materials downloaded or otherwise made available through the Site or App in such manner as to violate such laws and regulations in effect from time to time. You shall indemnify and hold harmless Orai from and against any and all losses, claims and expenses incurred by Orai as a result of the breach of your obligations under this Section.
10.3 Independent Contractors. In making and performing these Terms of Service, the parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, joint venturer or partner of the other party for any purpose.
10.4 Force Majeure. In the event that Orai is unable to perform its obligations under these Terms of Service because of acts of God, strikes, equipment or transmission failure, unavailability or poor performance of the Internet, or other causes reasonably beyond its control, Orai shall not be liable to the you for any damages resulting from such failure to perform or otherwise from such causes.
10.5 Governing Law and Jurisdiction. All matters relating to the Site, App, Service and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, the Site, App, Service and these Terms of Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
10.6 Public Statements. Either party may disclose the existence of these Terms of Service but may not represent to any third party any positions, statements, intentions or other actions on behalf of the other.
10.7 Assignment. You may not assign any of your rights or privileges, or delegate any of your duties or obligations hereunder to any third party without the prior written consent of Orai. Any purported assignment in contravention of this Section shall be null and void. Subject to the foregoing, these Terms of Service shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
10.8 Notices. All notices and other communications related to your use of the App or Service hereunder shall be in writing and shall be deemed effective when delivered by hand, reputable overnight delivery service, or certified mail (return receipt requested), postage prepaid to: (a) in the case of Orai, to the address set forth on the Orai website to the attention of Legal; and (b) in the case of you, to the address set forth in your account information.
10.9 Entire Agreement; Amendment. These Terms of Service constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms of Service may not be amended, supplemented or otherwise modified except by an instrument in writing signed by both parties and attached hereto.
10.10 Waiver and Severability. A waiver by either party of a breach or violation of any provision of these Terms of Service will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of these Terms of Service. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
10.11 Copyright Notice and Complaints.
10.11.1 Copyright © 2017, Orai, Inc. ALL RIGHTS RESERVED. All content (other than End-User Content) included in the Site or App, such as designs, text, graphics, logos, button icons, images, audio and video clips, digital downloads, data compilations, the selection arrangement thereof, and all software, is the property of Orai or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site and App is the exclusive property of Orai and protected by United States and international copyright laws. All software used on the Site and App is the property of Orai or its software suppliers and protected by United States and international copyright laws. Permission is granted to electronically copy and to print in hard copy portions of the Site or App for the sole purpose of placing an order with Orai, using the Service or using the Site or App as a resource. Any other use of materials on the Site or App, including reproduction for purposes other than those permitted above, modification, distribution, republishing, republishing on Third Party Sites, transmission, display or performance, without the prior written permission of Orai is strictly prohibited. You agree not to change or delete any proprietary notices from materials printed or downloaded from the Site or App.
10.11.2 Orai respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at firstname.lastname@example.org.
10.12 Questions and Feedback. We welcome your questions, comments, and concerns about the Site, App and Service. Please send us any and all feedback pertaining to the Site, App or Service to email@example.com.