Terms of Service

4.1 Account Registration

You may visit the Site without registering, but in order to enjoy all content and benefits of the Site and to use the App and Service, you must register with Orai through the process made available on the Site and App and become a registered user of the Service. To register and access the App and Service, you will be asked to provide certain registration details or other information to create an account. It is a condition of your use of the App and Service that all the information you provide on or through the App and Service is correct, current, and complete. You agree that all information you provide to register with the App or otherwise in connection with the Service, including but not limited to through the use of any interactive features on the Site or the App, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

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 username, 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 email 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 protected].

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.

5.1 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:

• Copy or modify the Site, App, or Service for any purpose;
• Reverse engineer, decompile, modify, translate, disassemble, or discover the source code for all or any portion of the Site, App, or Service;
• Distribute, disclose, market, rent, lease, or otherwise transfer the Site, App, or Service to any other person or entity;
• 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;
• 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;
• Use any meta tags or any other “hidden text” utilizing the name or trademarks of the Site, App, or Service;
• Use the Site, App, or Service in any way that violates any applicable federal, state, local, or international law or regulation;
• 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;
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the Site, App, or Service;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, App, or Service;
• 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;
• 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 manner. 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

6.1 Third Party Content and Sites

In an attempt to provide increased value to our users, Orai may link to sites or applications operated by third parties (“Third Party Sites”) and make available content of third parties (“Third Party Content”). However, even if the third party is affiliated with Orai, Orai has no control over Third Party Content or Third Party Sites, all of which may have separate terms of use, privacy policies, and privacy and data collection practices, independent of Orai. You should always check the terms of use and privacy policies posted on Third Party Sites. The inclusion of any Third Party Content or links to Third Party Sites does not imply any association or relationship between Orai and such third party. These Third Party Sites are linked and Third Party Content is provided only for your convenience and therefore you access them at your own risk. Without limiting the foregoing, Orai specifically disclaims any responsibility if any Third Party Site or Third Party Content: infringes any third party’s intellectual property rights; is inaccurate, incomplete, or misleading; is not merchantable or fit for a particular purpose; does not provide adequate security; contains viruses or other items of a destructive nature; or is libelous or defamatory.

6.2 Third Party Features

In addition, the Site and App may provide certain social media features that enable you to:

• Link from your own or certain Third Party Sites to certain content on the Site or App;
• Send emails or other communications with certain content, or links to certain content, on the Site or App;
• 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:

• Establish a link from any Third Party Site that is not owned by you;
• 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;
• Link to any part of the Site or App other than the homepage;
• 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.

7.1 Limited Warranty

Orai warrants that Orai will use commercially reasonable efforts to cause the App and the Service to operate in substantial conformance with 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 [email protected].

7.3 End-User Content

Orai does not and cannot review all End-User Content and cannot guarantee the accuracy, integrity, or quality of such End-User Content. However, Orai reserves the right to block or remove End-User Content that it determines to be unacceptable to Orai in its sole discretion. Under no circumstances will Orai be liable in any way for any errors or omissions in any End-User Content. You may not upload to, distribute, or otherwise publish through the Site or App any End-User Content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, likely to deceive any person or cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person, or otherwise objectionable, which may constitute or encourage a criminal offense, violate the rights of any party, or which may otherwise give rise to liability or violate any law. By submitting End-User Content to Orai, you represent and warrant that:

• You are the sole author and owner of the intellectual property and other rights in and to such End-User Content (or have the necessary licenses, rights, consents, and permissions to use and authorize Orai to use all intellectual property and other rights thereto to enable inclusion and use of the End-User Content in the manner contemplated by these Terms of Service);
• The End-User Content does not infringe any copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy of any person or entity;
• The End-User Content does not violate any law, statute, ordinance, rule, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
• You are duly authorized to submit such End-User Content and grant all rights to use such End-User Content in accordance with these Terms of Service and such grant and use in accordance herewith will not violate any contractual or other obligations you may have to any third parties;
• All End-User Content that you post is accurate and complete;
• The End-User Content complies in all respects with these Terms of Service, our Privacy Policy, and all other guidelines and rules made available through the Site or App from time to time;
• The End-User Content does not contain any computer viruses, worms, or other potentially damaging computer programs or files;
• The Content is not being submitted for commercial activities or sales promotions, or for compensation or other consideration from any third party.

7.4 Warranty Disclaimers

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.

8.1 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 protected] 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 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 of the same or a different provision. If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions of these Terms of Service will continue in full force and effect. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms of Service constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

11. Contact Information

The Site and App are owned and operated by On Time Labs, LLC. All notices of copyright infringement claims, other feedback, comments, requests for technical support, and other communications relating to the Site, App, or Service should be directed to: [email protected]