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Thank you for choosing Orobooks LLC. We provide a platform (the "Platform") that encompasses Orobooks (a "Service"), and any accompanying documentation, and any updates to such software or documentation (collectively, "Software").
Orobooks LLC, along with any parent, subsidiary, or affiliate are referred to in these provisions as "Orobooks" or "us."
When you use the Platform, you enter into a binding contract with us.
If you are an individual acting on your company's or client's behalf, you accept these provisions on their behalf and the term "you" will refer to you, your company, or your client.
You need to agree to these terms to use our Platform. By using the Platform, you are instructing us to share your data across our Platform for marketing, eligibility, and other purposes described in our Privacy Statement, consistent with applicable law. This data may include credit information and other information we obtain from third parties.
To access and/or use the Platform, you acknowledge and agree:
We want to be transparent about how we use personal information and about your rights in our Privacy Statement. You should only provide us with personal information of others if you have received permission to do so.
You agree that Orobooks may use and maintain your personal information according to Orobooks' Privacy Statement and any changes published by Orobooks.
To the extent we allow you to input personal information (as the term is defined under applicable law) about other individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Privacy Statement.
Change happens. When it does happen, we will update this Agreement. If the changes are material, you may need to accept the changes to use the Platform. Similarly, there may be circumstances where we need to update or discontinue the Platform.
We may modify the provisions of this Agreement at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications.
In some cases, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account.
Similarly, we may update the Platform, including with tools, utilities, improvements or third party applications. You agree to receive these updates. We may further modify, suspend or discontinue the Platform at any time. You agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of the Platform.
You can use our Platform for your own personal and lawful use or as otherwise permitted under this Agreement.
You may access and use the Platform for your own internal, lawful and non-commercial purposes only.
We may provide you with access to beta features in the Platform. You are free to use them, but they are provided as-is.
We may include new and/or updated pre-release and trial features in the Platform and such features are provided as-is. Your use of such features is at no additional cost but you must follow additional rules or restrictions that we may place on their use.
You will provide accurate, up-to-date account information and securely manage such information.
You may need to sign up for an account to use the Platform. We may need to verify your identity and you authorize us to collect information (e.g. address) from you to do so (collectively, with all information requested to enable your account, "Account Information"). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so. Such failure may further limit your ability to use the Platform and affect the Platform's accuracy and effectiveness.
You are responsible for securely managing your Account Information, including any password(s) for the Platform. You will notify us immediately if you believe that your Account Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission.
Some Services may be free, others may have costs associated. For those with costs, we may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time (but you may not receive a refund).
We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform) and you agree to pay such fees. If you registered for a trial, you may need to purchase the Platform before the trial ends in order to retain access to any content provided to, or created through, the Platform.
Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. For annual subscriptions, we will send you a reminder with the then-current subscription fee no less than thirty (30) days and no more than sixty (60) days before your subscription term ends, or otherwise as required by applicable law. Orobooks may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.
Your payment to Orobooks will automatically renew at the end of the applicable subscription period but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.
You may have access to professional advice and third-party products. Any such advice and products are not covered under this Agreement.
We may offer specific functionality in the Platform that provides you with the opportunity to seek professional advice, for example, the ability to speak with an accounting expert. Unless specifically disclosed, Orobooks is not in the business of providing legal, financial, accounting, tax, health care, insurance, real estate or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.
The Platform may also include information about or offers for third-party services or products or allow you to connect your account to or otherwise access third-party services or products. Orobooks does not warrant, and is not responsible for, such third party services and products or claims made about them, or the actions or inactions of any third party. You must review and comply with any Additional Terms. Orobooks may be compensated by those third parties, which could impact whether, how and where the services and products are displayed.
What's yours remains yours, what's ours remains ours, but we may use information you provide to improve our Platform.
You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively, your "Content"). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Platform. You have no obligation to provide any content to the Platform, and you're free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content.
Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Platform, you hereby grant Orobooks a license to use your Content, as described in more detail below.
This license covers your Content to the extent your Content is protected by intellectual property rights.
This license is:
This license allows Orobooks to:
This license is for the limited purpose of:
This license lasts for as long as your Content is protected by intellectual property rights.
Orobooks may collect, derive or generate deidentified and/or aggregated data regarding your usage of or the performance of the Platform, including data derived from your Content. Orobooks will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing Orobooks’ products and services, including the Platform.
As between you and Orobooks, Orobooks and its licensors retain all right, title or interest in and to the Platform, except for the rights granted to you.
We expect you to obey the law and follow certain rules in using the Platform.
Orobooks does not condone or support any activity that is illegal, violates the rights of others, harms or damages Orobooks' reputation, or could cause Orobooks to be liable to a third party. At minimum, you may not use the Platform to:
We take copyright seriously at Orobooks. We respect the copyrights of others and expect you to do the same. If you repeatedly infringe the copyrights of others, we may terminate your account.
Orobooks may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above.
Orobooks may (but has no obligation to) monitor the use of the Platform or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect Orobooks or its customers, or operate the Platform properly.
You may be able to communicate with others through our Platform but please be respectful. Suggestions you provide for improving our Platform may be used freely by us.
The Platform may include a community forum or other social features that enable you to exchange Content and information with other users of the Platform and the public. Orobooks does not support and is not responsible for the Content in these community forums. Please be respectful when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Orobooks is not responsible.
You may provide Orobooks your feedback, suggestions, or ideas for the Platform. You grant Orobooks a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty-free license to use your feedback, suggestions, and ideas in any way, including in future modifications of the Platform, other products or services, advertising or marketing materials.
We may use Chatbots to optimize your experience. These technologies are evolving and may have limitations.
When you use the Platform, you may use or interact with automated features like chatbots, digital assistants, conversational experiences powered by artificial intelligence, or similar technologies ("Chatbots"). Information generated by Chatbots may not be unique.
While Chatbots are designed to improve your experience, these technologies are evolving and may have limitations such as generating outputs that are inaccurate or inappropriate to your situation.
You may cancel your account and Orobooks may suspend or terminate your use of the Platform. For mobile apps, removing the app may not cancel your subscription or delete your data.
This Agreement is effective until your subscription expires or you cancel your account or Orobooks terminates this Agreement (or your account). Orobooks may terminate this Agreement (and your account) or suspend the Platform at any time in our discretion.
Please note that removing an Orobooks mobile app from your device may not cancel your subscription or delete your data. If you want to cancel your subscription for a Service, please follow the applicable Service instructions.
You must stop using the Platform once your subscription expires or you cancel your account (or if this Agreement or your account is terminated).
Upon expiration of your subscription or cancellation of your account, or Orobooks' termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees for Platform used. Expiration or termination does not affect your obligation to pay any fees due or accrued up to the effective date, nor does it entitle you to any refund.
There are a few parts of this Agreement that will continue to apply after termination.
The following Sections will survive any termination, discontinuation or cancellation of the Platform or your account:
We may contact you from time to time to support your use of the Platform.
In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways such as via text message, email or messaging functionality in the Platform. We want to provide you options for receiving communications from us, and as such you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us, depending on the Platform. You will need to notify us of any changes to your contact details to ensure your preferences are updated.
You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Orobooks may use your telephone number for multi-factor authentication ("MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Orobooks sending text messages containing security codes to your telephone number. You agree to receive these texts from Orobooks containing security codes as part of the MFA process.
In addition, you agree that Orobooks may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services.
Orobooks is not responsible for any account information obtained from third parties.
When you direct Orobooks to retrieve your account information from third parties, you authorize and permit us to use and store that information and other information you submit through the Platform (such as usernames and passwords) for purposes of providing the Platform and Services to you. You grant Orobooks a limited power of attorney to access those accounts and retrieve your account information, without additional notice to you. Orobooks will be acting as your agent and will not be acting on behalf of the third party.
Orobooks does not review third party account information for accuracy and is not responsible for any issues or expenses resulting from such account information, including any inaccuracy, error, delay, or non-delivery. For clarity, Orobooks is not responsible for any payment processing errors or fees arising from inaccurate account information provided by third parties.
We don't make any warranties about the Platform except as expressly stated in this Agreement.
The only warranties we make about the Platform are (1) stated in this Agreement, or (2) as provided under applicable laws. The Platform is otherwise provided "as-is," and we do not make any other warranties about the Platform. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform is error-free, secure, or free from any viruses or other harmful components. We also do not provide any warranties with respect to data loss or to the accuracy, reliability, or availability of the Platform, nor of any content (including any Content) or information made available in the Platform. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of purchase or delivery of the Platform, whichever is sooner.
Our liability is limited when it comes to issues you may encounter with our Platform.
Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, Orobooks won't be responsible for any losses.
The total aggregate liability of Orobooks and our third party providers, licensors, distributors or suppliers ("Orobooks Parties") arising out of or relating to this Agreement is limited to the greater of: (1) the fees that you paid to use the relevant Service(s) in the 12 months before the breach or (2) $100.
The Orobooks Parties won't be responsible for the following:
The above limitations apply even if the Orobooks Parties have been advised of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use.
If you're legally exempt from certain responsibilities, including indemnification, then those responsibilities don't apply to you under this Agreement. For example, the United Nations enjoys certain immunities from legal obligations and this Agreement doesn't override those immunities.
If someone sues us because you used the Platform unlawfully or didn't follow our rules, you will be responsible for any harm to us.
You will indemnify and hold harmless the Orobooks Parties for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement. Orobooks reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Orobooks in the defense of any claims.
In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.
If you are a U.S. customer:
You and Orobooks agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Platform or this Agreement (a "Claim") will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.
Either you or Orobooks can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Orobooks may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Superior Court of California, County of San Mateo.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Orobooks are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your account.
If you elect to seek arbitration, you must first send to Orobooks a written notice of your Claim ("Notice of Claim"). The Notice of Claim should include both the mailing address and email address you would like Orobooks to use to contact you. If Orobooks elects to seek arbitration, it will send a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Orobooks, must (a) describe the nature and basis of the Claim or dispute; and (b) set forth the specific amount of damages or other relief sought.
You and Orobooks agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Orobooks therefore agree that, after a Notice of Claim is sent but before either you or Orobooks commence arbitration or file a Claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if Orobooks is represented by counsel, its counsel may participate in the conference as well, but Orobooks agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Orobooks may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a Claim in small claims court unless you and Orobooks are unable to resolve the Claim within sixty (60) days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with Orobooks during that time.
The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California or the state of your residence and will be selected by the parties from the AAA's National Roster of Arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.
The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and an Orobooks company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.
The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.
Unless you or Orobooks seek to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or Orobooks and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or Orobooks prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.
You and Orobooks agree that each may bring Claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
Further, if you have elected arbitration, unless both you and Orobooks agree otherwise, the arbitrator may not consolidate any other person's Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If Orobooks believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this paragraph, then you agree that Orobooks may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Disputes Section shall be null and void.
This Agreement is the entire agreement between you and Orobooks and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.
The laws of California govern this Agreement and any disputes that may arise.
California law and the Federal Arbitration Act will govern all disputes arising out of or relating to the Platform, this Agreement and any Additional Terms, regardless of conflict of laws rules.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
You are allowed to use the Platform under the laws of the U.S. and other applicable territories. The Platform shall not be exported to jurisdictions that are subject to government embargos or comprehensive sanctions.
You agree that you and anyone who uses the Platform, including the related website, online services and mobile apps, are not prohibited from using the Platform under the laws and regulations of the United States or other applicable jurisdiction.
You will not use, export, re-export, import, sell, release, or transfer the Platform, the Software or the Service directly or indirectly, except as authorized by United States law, the laws of the jurisdiction where the Platform and Software are made available, and any other applicable laws and regulations.
In particular, but without limitation, the Platform, Software, Services, source code, and technology may not be exported, or re-exported, transferred, or released (a) into any U.S. embargoed and comprehensively sanctioned jurisdiction (Cuba, Iran, North Korea, Syria and the Crimea, Donetsk ("DNR"), and Luhansk ("LNR") regions of the Ukraine) and Russia; or (b) to anyone included in the U.S. Treasury Department's list of Specially Designated Nationals or on any other applicable restricted party lists.
You also agree that you will not use the Platform, Software and Services for any purposes prohibited by United States law. In addition, you certify that neither you nor any principals, officers, directors, or any person or entity (including any beneficiaries, owners, affiliated and/or associated parties) you know to be directly involved with the use of the Platform, Software and the Services are: (a) on any sanctions lists in the countries where the Platform, Software and Services are available, (b) doing business in any of the U.S. embargoed countries, and (c) a military end user as defined in 15 C.F.R § 744.
Even if you are a government end user, your rights to Software are limited to what is described in this Agreement.
The Software is a "commercial item" as that term is defined in FAR 2.101, consisting of "commercial computer software," as such term is used in FAR 12.212 and DFARS 227.7202. If the Software is being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the Software will be only those specified in this Agreement.
If we waive some of our rights under this Agreement, it doesn't mean we waive our rights in other circumstances.
Orobooks' failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by Orobooks of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of Orobooks.
You can't transfer this Agreement or your right to use the Platform to someone else without our permission.
Orobooks may assign or transfer this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.
If a court voids a term of this Agreement, the other terms will not be affected.
If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed and the remaining provisions will remain in full force and effect.
If you have any questions about the Platform or this Agreement, please contact Orobooks at contact@orobooks.com.