WEBSITE TERMS OF SERVICE AGREEMENT

            THIS WEBSITE TERMS OF SERVICE AGREEMENT (this “Agreement”) is entered into as of the date the User (defined below) accepts the terms of this Agreement or uses the Website or the Services (each as defined below) (the “Effective Date”), by and between Orapex, LLC, an Ohio limited liability company (the “Company”), and the individual indicating its acceptance to this Agreement in digital or written/recorded form (“User”).

RECITALS:

            A.        The Company is the owner and operator of a website named orapex.com (the “Website”), which provides staff scheduling and timesheets for users (the “Services”).

            B.        User desires to obtain the right to utilize the Website for the purpose of having access to the Services.

            C.        Subject to the terms of this Agreement, the Company desires to permit User to use the Website for the purpose of utilizing the Services.

AGREEMENT:

            NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and User hereby agree as follows:

            1.         Use of Website.   User is hereby granted the right to access the Website in order to utilize the Services (the “License”).  The License is non-transferable, non-exclusive, and personal to User.  User shall not utilize the Website for any purpose other than in connection with the Services.  The License may be revoked at any time by the Company, with or without cause, including without limitation for any violation of this Agreement or otherwise.  User hereby acknowledges that he/she has no right or license to the Services or access to the Website in the absence of the Company’s continuing approval, in its sole discretion. 

 

            2.         Termination and Cancellation. User is solely responsible for properly canceling its account. An email or phone request to cancel User’s account is not considered cancellation. User can cancel its account at any time by emailing the Company. Once User cancels its account or the Services, User will no longer have any access to User’s Website content or other account information, and the License shall terminate as of such date.  User content may be retained after cancellation unless and until the Company receives a deletion request. The Company may not be able to delete all information that has been shared with other Users.  If User is an employer and wishes to cancel User’s company account, the User shall email the Company to request the cancellation. The Company may retain the User content of employees or other users associated with User’s company account so that such users may continue to use the Services and maintain access to that User content.  If User cancels the Services before the end of its current paid up month, the cancellation will take effect immediately and User will not be charged again. When the Company, in its sole discretion, has the right to suspend or terminate User’s account and refuse any and all current or future use of the Services, or any other Company service, for any reason at any time. Such termination of the Services will result in the deactivation or deletion of User’s account or its access to User’s account, and the forfeiture and relinquishment of all content in User’s account. The Company reserves the right to refuse service to or cancel the account of anyone for any reason at any time.  Accounts that are inactive for more than thirty (30) days may also be removed at the Company’s discretion and without further notice.

            3.         User Representations, Warranties, and Acknowledgements.  User represents, warrants, and acknowledges that (a) its use of the License shall comply with all laws, rules, regulations, ordinances, and other legal requirements as the same may be amended from time to time (the “Legal Requirements”), (b) its use of the Website and the Services shall not infringe upon any rights held by third parties, including any intellectual property rights, and (c) the Company makes no warranties, implied or express, regarding the functionality of the Website, which may incur glitches, bugs, and may crash or otherwise be non-functional for periods of time covered by this Agreement.  User hereby disclaims any right to seek damages or pursue any remedy, legal or otherwise, in connection with any of the above, or with respect to the Website or the Services, to the fullest extent permitted by applicable law.

            4.         Default and Remedies.  The Company and User hereby agree that time is of the essence with respect to the performance by User of the terms, covenants and conditions of this Agreement.  If User defaults in the performance of any of the terms, covenants and conditions of this Agreement, the Company may, at its option and in addition to all other remedies available under applicable law, immediately terminate the License pursuant to this Agreement without the necessity of prior notice to User.  If User defaults in the performance of any of the terms, covenants and conditions of this Agreement, the Company may pursue all remedies available under applicable law. The remedies provided in this paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to the Company, at law or in equity. 

            5.         Terms of Use.  The Website is provided by the Company. By accessing the Website, User is indicating its acknowledgement and acceptance of the following Terms of Use.  These Terms of Use are subject to change by the Company at any time in its discretion. User’s use of the Website after such changes are implemented constitutes User’s acknowledgement and acceptance of the changes.

                        (a)        Ownership of Intellectual Property.  All material included on the Website, and any other Website owned, operated, licensed or controlled by the Company, such as text, graphics, logos, images, photographs, audio clips, digital downloads, data compilations and software (the “Content”), is the property of the Company, its affiliated companies and/or third-party licensors and is protected by United States and international copyright laws. Modification or use of the Content except as expressly provided in these Terms of Use violates the Company’s intellectual property rights.  The Content may not be copied, distributed, republished, uploaded, posted or transmitted in any way without the prior written consent of the Company, except that: (i) User may download, print, distribute and use pages from the Website for its own informational, non-commercial purposes, but not for commercial use or general distribution, (ii) any copies of documents or pages from the Website must not alter the original Website content and must include the Company copyright notice: © 2020 Orapex, LLC All Rights Reserved, (c) User may link to the Website provided that the link does not falsely imply or suggest that the Company has endorsed or is affiliated with the linked site or application.

                        (b)        Restricted Uses.  Users of the Website must not (i) monitor, gather or copy any Content on the Website by using any robot, “bot,” spider, crawler, spyware, engine, device, software, extraction tool or any other automatic device, utility or manual process of any kind, (ii) frame or utilize framing techniques to enclose any trademark or other proprietary information (including, without limitation, any images, text or page layout), (iii) engage in any activities through or in connection with the Website that seek to attempt to harm minors or are unlawful, offensive, obscene, threatening, harassing, abusive or that violate any right of any third party, (iv) attempt to circumvent the security systems of the Website, (v) attempt to gain unauthorized access to services, materials, other accounts, computer systems or networks connected to any Company server, (vi) attempt to use the Website for any purposes other than those intended by the Company, as determined by the Company in its sole discretion, (vii) upload or submit any data or information that contains viruses or any other computer code, corrupt files or programs designed to interrupt, destroy or limit the functionality or disrupt any software, hardware, telecommunications, networks, servers or other equipment, (viii) engage in any activity that interferes with a user’s access to the Website or the proper operation of the Website. User also agrees that, in using the Website, it will not impersonate any person or entity.  The Content and the functionality of the Website may be updated or changed at any time without prior notice. In addition, if the Company becomes aware that User is copying, modifying or distributing the Content of the Website other than for the permitted uses of the Website, the Company reserves the right to revoke User’ right to these permitted uses.  The Company may use vendors, contractors or other third-party service provides to help provide the Services to the User, and it may change the use of such vendors and contractors at the Company’s sole discretion and without notice to the User.

                        (c)        Monitoring Use.  The Company shall have the right to monitor use of the Website to determine compliance with these Terms of Use, and may revoke its consent at any time and User shall immediately cease any further use of the Website. User may not copy the design elements, look and feel or layout of the Website. Subject to the further terms set forth above, User assumes all risks concerning the suitability and accuracy of the information within the Website which it proposes to use, subject to the Company’s consent.

                                                                                                             (d)       No Guarantee.  The Company cannot guarantee that the Website or its content is error free and the Company makes no representations about the technical accuracy or functionality of the Website or that the Content is accurate, error free or up to date.

                        (e)       DISCLAIMER OF WARRANTIES.  THE WEBSITE IS PROVIDED BY THE COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR INTELLECTUAL PROPERTY. USER EXPRESSLY AGREES THAT ITS USE OF THE WEBSITE IS AT USER’S SOLE RISK. THE COMPANY DOES NOT WARRANT THAT THE INFORMATION IN THE WEBSITE IS ACCURATE, RELIABLE, UP TO DATE OR CORRECT, THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THE COMPANY MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. USER, AND NOT THE COMPANY, ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE OR ITS CONTENT. THE COMPANY MAKES NO WARRANTIES THAT USER’S USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

                        (f)        Limitation of Liability.  Neither the Company, any of its affiliates, directors, officers and employees, nor any other party involved in creating, producing or delivering the Website is liable for any direct, incidental, consequential, indirect or punitive damages arising out of User’s access to, or use of, the Website or the operation of the Website or failure of the Website to operate. In no event shall the Company be liable for any direct, indirect, special, punitive, incidental, exemplary or consequential, damages or any damages whatsoever, even if the Company has been previously advised of the possibility of such damages, whether in an action in contract, negligence, or any other theory, arising out of or in connection with the use, inability to use or performance of the information, services, products and materials available from the Website. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. User’s acceptance of this limitation of liability is an essential term of this agreement and the parties acknowledge that the Company would not grant access to the Website without User’s agreement to this term. 

                        (g)        No License.  User should assume that everything it sees or reads in the Website is proprietary information protected by copyright or trademark unless otherwise noted, and may not be used except as provided in these Terms of Use or with the written permission of the Company. Nothing herein grants a license to any Company trademarks, copyrights or other intellectual property rights, whether by implication, estoppel or otherwise.

                                                                                                   (h)        Links.  The Website may link to or be linked from other websites that are not maintained by, or related to, the Company. The Company does not endorse, and is not responsible for, the content of any of those third-party websites.

                        (i)         Foreign Jurisdictions.  The Company makes no representation that materials on the Website are appropriate or available for use in locations outside the United States. Access to the Website from countries or territories where such access is illegal is prohibited. Those who choose to access the Website outside the United States do so on their own initiative and are responsible for compliance with local laws.

                        (j)         Personal Use.  User represents that User will utilize the Website solely for Services personal to User and not on behalf of any third party.

            6.         Miscellaneous.

                        (a)        Assignment.  User shall have no right to assign, sell or transfer its rights or obligations under this Agreement to any third party without the prior written consent of the Company, in the Company’s sole discretion.

                        (b)        Entire Agreement.  This Agreement is the entire agreement between the parties concerning its subject matter, and it supersedes and cancels all prior agreements or understandings, written or oral, between the parties.

                        (c)        Choice of Laws.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.

                        (d)       Acknowledgement.  The parties hereto acknowledge that this Agreement is merely a License.  This Agreement does not create any intellectual property rights or rights of possession whatsoever in favor of or on behalf of User, but only licenses to User the right to access the Website for the purposes, and in the manner, provided for in this Agreement.

                        (e)        Binding Effect.  This Agreement shall be binding on the successors, permitted assigns, heirs, executors and administrators of the parties hereto.

                        (f)        Amendments and Waiver.  This Agreement may be changed or modified at any time by the Company in its sole discretion.  The Company may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to User via email notice, written or hard copy notice, or through posting of such notice on the Website, as determined by the Company in its sole discretion. The Company reserves the right to determine the form and means of providing notifications to users, provided that User may opt out of certain means of notification as described in this Agreement. The Company is not responsible for any automatic filtering User or its network provider may apply to email notifications the Company sends to the email address provided to the Company. The Company may, in its sole discretion, modify or update this Agreement from time to time, and so User should review this page periodically. When the Company changes the Agreement in a material manner, it will update the ‘last modified’ date at the bottom of this page.  User’s continued use of the Services after any such change constitutes User’s acceptance of the new Terms of Service.  If User does not agree to any of these terms or any future Terms of Service, User is not permitted to use or access (or continue to access) the Services.

(g)        Severability.  In the event one or more of the provisions of this Agreement are declared invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

                        (h)        No Personal Liability of the Company.  The Company, nor such party’s owners, partners, members, managers, shareholders, or venturers shall have any personal, corporate or other liability hereunder.

(e)        Contact.

Please contact us at support@orapex.com if you have any questions.

This Agreement was last modified on January 25, 2020.