Orzota Terms Of Service

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). 

  1. PRIVACY

In order to operate and provide the Services, we collect
certain information about you.We use and protect that
information as described in our Privacy Policy .  You acknowledge your use of
the Services is subject to our Privacy Policy and understand
that it identifies how Orzota collects, stores, and uses certain
information.

  1. 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 support@orzota.com.
 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.

  1. 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
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).

  1. CONTENT

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.

11.    INDEMNIFICATION

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.

14. FEES

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 support@orzota.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.

15. BILLING/PAYMENT 

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. We

may 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.

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