WEBSITE TERMS OF SERVICE
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”).
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.
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.
By accessing the Website, User is indicating its acknowledgement and acceptance
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.
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
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.
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.
Monitoring Use. The
Company shall have the right to monitor use of the Website to determine
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.
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
(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.
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
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
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.
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.
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.
Personal Use. User
represents that User will utilize the Website solely for Services personal to
User and not on behalf of any third party.
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.
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.
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.
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.
Binding Effect. This
Agreement shall be binding on the successors, permitted assigns, heirs,
executors and administrators of the parties hereto.
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.
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.
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
Please contact us at firstname.lastname@example.org if you have any questions.
Agreement was last modified on January 25, 2020.