Effective as of Jan 1, 2018
This document, the Orzota Terms of Service (“Terms”),outlines the terms regarding your use of our Site or Services. These Terms are a legally binding contract between you and Orzota, Inc. so please read carefully. If you do not agree with these Terms, do not register or use any of the Services.
By using, accessing or browsing the Site and Services, owned or operated by Orzota or by registering for an account ( “Services”) you are agreeing to be bound by these Terms for the Services provided by Orzota (“Orzota” or “we”).
If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Orzota that you have the authority to bind that organization to these Terms (in which event, “you” and “your”
will refer to that organization).
- CHANGES TO THESE TERMS
We reserve the right to modify these Terms.We will post the most current version of these Terms at orzota.com (the “Site”). If we make material changes to these Terms, we will notify you
via the Services and/or by email to the address associated with your account. If you do not accept the changes, you must stop using and cancel your account by emailing firstname.lastname@example.org. Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.
- YOUR ACCOUNT
Certain aspects of the Services may require you to obtain an account by completing a registration form and designating a user ID and password. When registering with Orzota you must:
(a) provide true, current and complete information about yourself on the registration form and (b) maintain such information so it continues to be true, current and complete.
You are entirely responsible for all materials and information that you upload, post or otherwise transmit via the Services (please also see our Acceptable Use Policy in Section 6).
Only you may use your Orzota account and you are (please also see our Acceptable Use Policy in Section 6). Only you may use your Orzota account and you are responsible for your account. If you become aware of any unauthorized use of the Services or your account, or have any questions about your account please contact Orzota Support.
If an organization provided you with your account (e.g.,an employer), you understand that this organization has rights to your account and may manage your account (including suspending or canceling).
We call all the electronic data that you upload and store on your account “Content”. All Content uploaded into your account is yours! You are responsible for: (a) all Content you place in your Orzota account(s) and share through the Services and (b) making sure that you have all the rights you need to the Content. In addition, by storing, using or transmitting Content you cannot and will not violate any law or these Terms (please also see the Acceptable Use Policy in Section 6).
You agree to provide Orzota (as well as agents or service providers acting on Orzota’s behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by these Terms, (iii) as
otherwise required by law, regulation or order, or (iv) to respond to an emergency.
5. CONFIDENTIAL INFORMATION
During your use of the Services, Orzota may share with you information that is confidential, sensitive or should be kept secret. Confidential information may include (but are not restricted to) product plans, product architecture, technology and technical information, business and marketing plans.
Similarly, we agree that your Content, credit card/banking information and information contained in your account is confidential to you.
Any documents provided by either of us to the other that are labeled “confidential” (or something similar), or provide information (either in writing or verbal) that is of a type that
a reasonable person should understand to be confidential, is to be treated as confidential information.
However, if you tell us information that: (a) we already know at the time you tell us; (b) was told to us by a third party who had the right to tell us; (c) is generally available
to the public; or (d) was independently developed by us without using any of your confidential information, then that information will not be considered confidential. The same goes for information that we tell you that falls into any of these categories.
Lastly, we both agree that: (i) we will treat each other’s information with the same degree of care that we treat our own confidential information; (ii) will use each other’s confidential information only in connection with these Terms and the Services; (iii) only share the information with others who have a need to know and who have agreed in writing to treat it
as confidential (as we’ve outlined in this section); and (iv) not share the information with any third party except as allowed in these Terms or through the Services. Of course,confidential information will always remain the property of its owner.
6. ACCEPTABLE USE POLICY
You agree you will not, nor will you encourage others or assists others, harm the Services or use the Services to harm others. For example, you must not use the Services to harm, threaten, or harass another person, organization or Orzota and/or to build a similar service or website. You must not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Orzota) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal.
As part of our efforts to protect the Service, protect our customers, or to stop you from breaching these Terms we retain the right to block or otherwise prevent communication to or from the Services.
7. SUSPENSION AND TERMINATION OF THE SERVICE
We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion. You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored with the Services.
Upon termination you may request access to your Content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy terms in Section 10. You must make such request within 14 days following termination otherwise, any Content you have stored with the Services may not be retrievable and we will have no obligation to maintain Content stored in your account after this 14-day period.
8. UPDATES TO THE SERVICE
We can make necessary deployments of changes, updates or enhancements to the Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether. We also schedule system downtime from time to time, and unplanned system outages may occur. We shall have no liability whatsoever for the resulting unavailability of the Site or Services or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, misdelivery, nondelivery of information caused by such system outages, or any third party acts or any other outages of web host providers or the Internet infrastructure and network external to the Site or Services
9. ORZOTA PROPRIETARY RIGHTS
All contents of the Site and Services including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and Orzota Confidential Information belong to Orzota, and/or its suppliers, affiliates, or licensors.
Orzota or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services and Orzota Confidential Information. No title to or ownership of any proprietary rights related to the Services or Orzota Confidential Information is transferred to you pursuant to these Terms.
If you provide comments, suggestions and recommendations to Orzota about a Service (e.g., modifications, enhancements, improvements) (collectively, “Feedback“), you are automatically assigning this Feedback to Orzota.
10. NO WARRANTY OR CONDITIONS
TO THE EXTENT NOT PROHIBITED BY LAW, ORZOTA AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
To the extent not prohibited by law, you will defend Orzota against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of the Services: (a) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Orzota’s actions); or (b) violates applicable law or these Terms. Orzota will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
12. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ORZOTA, ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF ORZOTA HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF ORZOTA AND ITS AFFILIATES, OFFICERS, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF: (A) ONE AND A HALF (1.5) TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT SERVICE; OR (B) ONE HUNDRED DOLLARS ($100 U.S.D.). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
13. DISPUTE RESOLUTION AND GOVERNING LAW
You must comply with all domestic and international export laws and regulations that apply to your use of the Services, such as software. These laws include restrictions on destinations, end users, and end use.
If you reside in the United States, you agree that the Terms, and your relationship with Orzota will be governed by the laws of the State of California, U.S.A. regardless of conflict of laws principles. We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act does not apply to these Terms. We both agree that all of these claims can only be litigated in the federal or state courts in Santa Clara County, California, USA and we each agree to personal jurisdiction in those courts. However, you agree that Orzota can apply for injunctive remedies in any jurisdiction.
If you choose to subscribe to a paid Service, you agree to pay the fees (“Fees“) as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements).
Orzota reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don’t agree to these changes, you must stop using the Service and cancel via email to email@example.com (with cancellation confirmation from a Orzota representative). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.
If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and for the same subscription period. We will charge your payment method on file with us on the first day of the renewal of the subscription period.
If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. To the extent Orzota has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.
16. SUBSCRIPTION PERIOD
You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased):
A monthly subscription plan (“Monthly Subscription Plan”).The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew unless you cancel your Monthly Subscription Plan at least three business days prior to the renewal date.You will be billed on or about the same day each month until such time that you cancel.
An annual subscription plan (“Annual Subscription Plan”).The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least three business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, or downgrade the Orzota Service you have selected until the anniversary date.
If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.
17. ORZOTA SUBSCRIPTION SPECIFIC TERMS
If you are purchasing a Orzota subscription plan, the following additional terms apply to you:
You: (a) are required to have a Orzota account in the desired Service, (b) will only receive the features and functionality that are included in the specific subscription plan that you have purchased, (c) are responsible for providing access to other members in your organization by creating accounts for them in the Orzota Service, and (d) are responsible for managing any of your devices and/or any systems that you use to access the Orzota Service.
17. 1 API enables you to programmatically access portions of the Service to automate integration across applications and Services. Use of the API constitutes use of the Service and any use of the API is governed by these Terms of Service. Orzota may at its sole discretion restrict and limit access to the API, to prevent abuse and ensure compliance with purchased level of Services. You agree to abide by these limitations (such as daily usage quotas). You agree not to use methods to get around these limitations.
18. CONSULTING SERVICES
18. 1 Consulting Services. In the event you order any professional, educational, operational or technical services (collectively, “Consulting Services), the nature, details and duration of the Consulting Services will further described in the datasheet or statement of work which is referenced.
18. 2 Deliverables and Orzota Tools. Orzota will own and retains all rights, title and interest in and to the any training materials or other tangible materials provided to you as part of the Consulting Services (each, a “Deliverable”) (excluding any of your Confidential Information), and related intellectual property rights. Subject to these Terms, Orzota grants you a royalty free, limited, non-exclusive, non-transferable and terminable license to use the Deliverables solely for your authorized use of the Orzota Service during your subscription term. Nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Orzota Tools”) used by Orzota to develop the Deliverables and to the extent such Orzota Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to you on the same terms as the Deliverables.
18.3 Consulting Services Warranty. In regard to Consulting Services only, Orzota warrants that: (a) it and each of its employees, consultants and subcontractors, if any, have the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Consulting Services in accordance with the applicable datasheet or statement of work; and (b) the Consulting Services will be performed in a professional and workmanlike manner in accordance with industry standards and in accordance with the scope of services outlined in the applicable datasheet or statement of work. You acknowledge that Orzota’s ability to successfully perform the Consulting Services is dependent upon your provision of timely information, access to resources, and participation as outlined in the applicable Consulting Services. If through no fault or delay of you the Consulting Services do not conform to the foregoing warranty, and you notify Orzota within seven (7) calendar days of Orzota’s delivery of the Consulting Services, Orzota will re-perform the non-conforming portion(s) of the Consulting Services at no additional cost to you.
19. GENERAL TERMS
19.1 Severability; Entire Agreement. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Services.
19.2 Assignment and transfer. Wemay assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service, unless we allow you to do so in writing.
19.3 Independent Contractors; No third-party beneficiaries. Orzota and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
19.4 Waiver. The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
19.5 Government Terms. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Orzota Service constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government User as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.