This Agreement was last modified on October 31, 2013.
Copyright 2015 Oreninc. All rights reserved.
ORENINC.COM AND ORENINCSTORE.COM USER AGREEMENT AND DATA LICENSE
YOUR RIGHT AND LICENSE TO USE ORENINC.COM AND ALL INFORMATION PRODUCTS FOUND THEREON AS WELL AS ALL INFORMATION PRODUCTS SENT TO YOU BY EMAIL OR OTHER ELECTRONIC MEANS IS GOVERNED BY THE FOLLOWING TERMS AND CONDITIONS. YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT BY YOUR USE OF ORENINC.COM OR BY YOUR AGREEMENT TO RECEIVE EMAILS OR OTHER ELECTRONIC COMMUNICATIONS FROM ORENINC. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE ORENINC.COM OR TO USE ANY OF THE ORENINC SERVICES OR PRODUCTS. YOU ARE BOUND BY THIS AGREEMENT EVEN IF YOU DO NOT READ ALL OF ITS TERMS.
1. INTRODUCTION
The information products and services on www.oreninc.com and sent by email to registered or confirmed recipients, collectively referred to as "Oreninc Services", provided by Oren Inc. (hereinafter referred to as "Oreninc") via the Oreninc.com website (the "Website") and via electronic communications, are offered to you (hereinafter referred to as the "User") conditioned upon the User’s acceptance without modification of the terms, conditions, and notices contained herein. Throughout this agreement, the terms "Oreninc Services", "Oreninc.com" and the "Website" may be used interchangeably to refer to the products, services and data found on this website, www.oreninc.com, as well as sent by electronic communications from Oreninc.
2. RIGHT TO USE
User is hereby granted a non-exclusive, non-transferable right in accordance with this Agreement to access and use the Oreninc Services and the Website, both for information not requiring a paid subscription and for information accessible only to paying subscribers, subject to the terms of this Agreement. Oreninc reserves all rights not specifically granted to Users herein. By the terms of this Agreement, and unless an express agreement to the contrary is made between Oreninc and User, no right or title to or interest in any content or the Oreninc Services is transferred to the User, whether as a result of downloading such content or otherwise. The Oreninc Services include: (i) all information, data and calculations contained in Oreninc's databases and on the Website; (ii) any information provided to Users by Oreninc through any other medium such as email or hard copy; and (iii) other products or services offered to Users from time to time by Oreninc. The right to access and use the Oreninc Services is personal to each User (or, in the case of an institutional User, to each authorized individual of such User) and is not transferable by assignment, sublicense, or any other method to any other person or entity. Except as expressly authorized in this Agreement or in an agreement between Oreninc and User, User may not use, alter, copy, distribute, transmit, or derive another work from any content or Oreninc Services obtained.
3. PAYMENT TERMS
For the purposes of this Agreement, "Subscription Plan" shall mean the specific subscription plan or product charge offered by Oreninc that is selected by the User. The User will pay all charges, fees, duties, taxes, interest and assessments (for late payments or otherwise) arising out of User's use of the Oreninc Services as described in the Website or as otherwise agreed to by the parties to this Agreement (hereinafter, the “Parties”), and User's account will be charged by the means and terms of payment set out in the applicable Subscription Plan. User is financially responsible for its, his or her use of the Oreninc Services, as well as the use of User's account by others having access through the User's facilities. No paid subscription is currently required to use the public portion of Oreninc.com, although Oreninc reserves the right to charge for any or all services or products in the future.
4. INSTITUTIONAL AND NON-INSTITUTIONAL USERS
As used herein, an “Institutional User” is defined as any one or more of the following: (a) any organization having at least 15 employees, contractors, agents, principals, managers and/or executives; (b) any Investor Relations (IR) organization; (c) any financial institution, such as but not limited to a bank, investment bank, hedge fund, or investment fund; (d) any investment advisor, securities advisor, financial planner or banker; and (e) any employee, contractor, agent, principal, manager, executive, or director of any institution belonging to one of the foregoing categories. Institutional Users will be subject to and required to select one or more Subscription Plans, in accordance with the terms thereof. Institutional Users will not be permitted to access Oreninc Services or Information (as defined below) that are available on the private portion of Oreninc.com or that are otherwise subject to a Subscription Plan without prior purchase of an applicable Subscription Plan, even if such Information is obtained from a third-party source such as a Non-Institutional Users. As used herein, a “Non-Institutional User” is defined as any individual or small organization not otherwise defined above with respect to the term “Institutional User”, including for example junior mining exploration companies with fewer than 15 employees.
5. USER INFORMATION
User shall provide Oreninc with accurate, complete, and updated information as to its, his or her real name, profession or type of organization, and a valid email address, postal address and phone number must be provided by User at registration. In each case, failure to do provide any of the above information shall constitute a breach of this Agreement. No User may: (i) select or use a username (if usernames will be required to access any portion of the Website) or email address of another person or entity with the intent to impersonate that person or entity; (ii) use a username or email address which is subject to the rights of any person or entity other than User without authorization; (iii) use a username in violation of the intellectual property rights of any other person or entity; or (iv) use a username that Oreninc, at its sole discretion, deems offensive. Failure to provide relevant information regarding any relationship, such as but not limited to, a relationship of employment, consultancy, management, agency or directorship, between User and an entity which would be classified as an “Institutional User”, as that term is defined in Section 4, shall constitute a breach of this Agreement.
6. NOT TRANSFERABLE
User acknowledges that its, his or her right to use the Oreninc Services is unique to User and is not transferable by assignment, sublicense, or any other method to any other person or entity. Any attempt to transfer User's right to use the Oreninc Services or to obtain Information (as defined below) is void and shall constitute a breach of this Agreement.
7. NATURE OF ORENINC SERVICES
Oreninc provides general information and opinion/analysis to Users. Oreninc is not an investment advisory service, a financial planner, an investment advisor nor a securities advisor. Oreninc does not purport to tell or suggest to people what they should buy or sell for themselves. Opinions and recommendations contained herein should not be construed as investment advice. Do not assume that any recommendations, insights, charts, data, theories, or philosophies will ensure profitable investment.
Users should always consult with and obtain advice from their professional licensed financial advisor, including their tax advisor, to determine the suitability of any investment. Oreninc recommends that anyone making an investment or trading securities do so with caution, perform full due diligence and investigate any security fully before making an investment or before the execution of a security trade based upon information learned through the Oreninc Services. Users should obtain annual reports and other company information to complete their own due diligence in any investment. Neither Oreninc nor anyone affiliated with Oreninc is responsible for any investment decision made by any person. Oreninc explicitly disclaims any liability for damages arising from any investment decisions of Users of Oreninc Services and other third parties.
Oreninc has made reasonable efforts to ensure that all information provided via the Oreninc Services is accurate at the time of inclusion; however, there may be inadvertent and occasional errors. Further, the accuracy of information may change after inclusion, and Oreninc shall have NO DUTY to update information thereafter. Oreninc makes no guarantee of accuracy or completeness of any information. All information and opinion expressed herein is subject to change without notice.
8. COPYRIGHT & TRADEMARKS
User acknowledges and agrees that the Website, information available via the Oreninc Services (the "Information") and the software which powers the Website and databases is the property of Oreninc or its licensors, affiliates, or third parties, and is protected by copyright under applicable laws, treaties, and conventions, trademark laws, and all other applicable intellectual property laws. While some Information may be derived from publically available sources, Oreninc expressly retains all applicable copyright and other intellectual property protections over the compilation, organization, publication, and distribution of all Information contained on the Website.
"Oreninc", “Deal Log”, “Orenthink”, “ODL”, and all Oreninc logos (collectively, the "Oreninc Trademarks") are trademarks owned by Oren Inc. User will not contest or impair the rights of Oreninc in any of the Oreninc Trademarks, and will not contest or impair the rights of the respective owners of other marks which have been used by permission on the Website.
User acknowledges and agrees that: (i) no transfer of title to any Information, including compilations of Information, is granted by Oreninc; (ii) Oreninc has proprietary interests in such Information; (iii) the Oreninc Services and the Information were and are developed, compiled, prepared, revised, selected and arranged by Oreninc through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitute valuable intellectual property and trade secrets of Oreninc; and (iv) User's use of such Information is subject to the limitations set out in this Agreement. The User agrees to protect the proprietary rights of Oreninc and others having rights in the Oreninc Services during and after termination of this Agreement.
9. LIMITATIONS OF USE
The User may use the Oreninc Services for its, his or her own internal and individual use, including access to and use of the Oreninc Services by an entity which is a registered User, for example for the preparation of internal research documents, reports and analysis, SUBJECT TO all terms and conditions of this Agreement.
User will not, directly or indirectly, in any medium or by any means whatsoever, sell, copy, assign, provide or permit access to, transmit, publish, repackage, retransmit, resell or otherwise disseminate all or any part(s) of the Oreninc Services or the Information to any third party or affiliate of the User, or wholesale all or any part(s) of the Oreninc Service or the Information, without the prior written consent of Oreninc, including Derived Information (wherein Information is used by the User to carry out calculations and to display the results).
User may use the Oreninc Services to advise clients, but may not provide copies of the Oreninc Services or Information to clients or other third parties. Selected factual Information may be utilized by User in its internal reports and presentations, subject to the requirement to properly attribute any Information to Oreninc. User should contact Oreninc with any questions regarding what Information may be reproduced by User for the purposes enumerated. All other derivative works based on the Oreninc Services and the Information are expressly prohibited.
In addition to complying with this Agreement, all Users shall use the Website and Information obtained therefrom and through the Oreninc Services for lawful purposes only. User agrees to abide by all securities and privacy laws and regulations applicable to User. User shall not use the Oreninc Services for the sending of unsolicited mass email or spamming.
User agrees not to introduce into or through the Website any information or materials which may be harmful to others. User may not use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other person's use of the Website. User may not use any robot, spider or other automatic device, software program or manual process to monitor, copy or interfere with any web pages on the Website.
User shall not use the Oreninc Services in any manner or context that will be in any way derogatory to Oreninc or any person or organization connected, referenced or depicted within the Oreninc Services.
In the event the User is in breach of the foregoing provisions, and notwithstanding any other remedies that Oreninc may have hereunder, the User shall indemnify Oreninc for any damages suffered by Oreninc arising out of such a breach, including any applicable charges or costs, together with interest, that are incurred by or imposed on Oreninc by its suppliers in respect of any unauthorized dissemination, receipt or use of any Information or Derived Information.
10. FORUMS AND COMMENTS
When participating in or using any of Oreninc's commenting applications, forums, or blogs (each a "Forum", and collectively, "Forums"), User acknowledges and agrees that Oreninc is not responsible for the content or accuracy of any information posted or provided by other Users, and Oreninc is not responsible for any reliance on or decisions made based on such information. User acknowledges and agrees that comments or information posted by other Users are the responsibility of that User and not of Oreninc or the administrator, contributor, editor, or author of the Forum, and the views expressed in such comments or information does not necessarily reflect the views of Oreninc or the administrator, contributor, editor, or author of the Forum.
If User participates or comments in any Forum on or through the Website, User shall not post, upload, link to, or otherwise distribute any information, materials or content that does not generally pertain to the designated topic or theme of the particular Forum, that violate the copyright of a third party, or that contain abusive, vulgar, offensive, threatening or harassing language, personal attacks of any kind, or offensive terms that target specific individuals or groups.
By submitting information or comments on any of Oreninc's Forums, User agrees that such information or comment is User’s own, and User holds Oreninc, its affiliates, their respective directors, officers, employees, agents, third-party content providers, and licensors harmless from any and all repercussions, damages, or liability that may stem from User’s submission. User agrees that the content of all information or comments provided is immediately released into the public domain. User expressly agrees that Oreninc reserves the right to refuse to post or to remove any posted information, in whole or in part, that Oreninc determines, in its sole discretion, is unacceptable, undesirable, or in violation of other terms and conditions in this Agreement.
11. IMPORTANT: DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
USER EXPRESSLY AGREES THAT USE OF THE ORENINC SERVICES IS AT HIS OR HER SOLE RISK. NEITHER ORENINC, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS WARRANTS THAT USE OF THE ORENINC SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ORENINC SERVICES OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED VIA THE ORENINC SERVICES.
THE ORENINC SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER APPLICABLE LAW.
THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, CANCELLATION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT ORENINC IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FORGOING RESTS ENTIRELY WITH EACH USER.
IN NO EVENT WILL ORENINC OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE ORENINC SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR TRADING LOSSES) RELATED TO THE USE OF THE ORENINC SERVICES.
ORENINC NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION OR STATEMENT PROVIDED VIA THE ORENINC SERVICES. UNDER NO CIRCUMSTANCES WILL ORENINC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER'S RELIANCE ON INFORMATION OBTAINED VIA THE ORENINC SERVICES. IT IS THE RESPONSIBILITY OF EACH USER TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE ORENINC SERVICES.
USER SPECIFICALLY ACKNOWLEDGES THAT IN NO EVENT WILL ORENINC, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF (i) THE USE BY USER OF ANY BROWSERS OWNED OR OPERATED BY ANY PARTY AND/OR (ii) THE DOWNLOADING OF ANY SOFTWARE OWNED OR OPERATED BY ANY THIRD PARTY IN CONNECTION WITH THE ORENINC SERVICES.
USER AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF ORENINC, ITS AFFILIATES, LICENSORS (IF ANY) OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE ORENINC SERVICES SHALL NOT EXCEED THE AMOUNT OF FEES THE USER ACTUALLY PAID TO ORENINC FOR THE ORENINC SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES (SUCH FEES TO BE PRORATED ACCORDINGLY IF FEES ARE PAID ON AN ANNUAL OR NON-MONTHLY BASIS BY THE USER).
Because some jurisdictions may not allow the exclusion or limitation of liability for consequential or incidental damages, some of the above limitations may not apply to any particular User. In such jurisdictions, Oreninc’s liability is limited and warranties are excluded to the greatest extent permitted by law, but shall in no event, exceed $100.00.
12. BASIS OF AGREEMENT
USER HAS ACCEPTED THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AS PART OF THE BASIS OF THE AGREEMENT BETWEEN USER AND ORENINC. USER UNDERSTANDS THAT THE SERVICE FEES AND CHARGES HEREUNDER WOULD BE HIGHER IF ORENINC WERE REQUIRED TO BEAR LIABILITY FOR SUCH DAMAGES.
13. INDEMNIFICATION
User agrees to indemnify and hold Oreninc, its directors, officers, employees, and agents harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from User's use of the Oreninc Services or from User's violation of this Agreement or any third party's rights including but not limited to copyright, property, and privacy rights. This indemnification will survive this Agreement and User's use of the Oreninc Services.
14. LINKS TO THIRD-PARTY SITES
Links on the Website to third-party websites or information are provided solely as a convenience to Users. A User using such links will automatically access a new website, the contents of which are not verified, maintained, controlled or supervised by Oreninc. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Oreninc of the third party, the third-party website, or the information contained therein. Oreninc is not responsible or liable for the availability of any such website or its content. Users using links to any third-party websites will be subject to the terms of use and privacy policies applicable to those websites.Any concerns regarding any external link should be directed to its respective site administrator.
15. LINKING TO THE ORENINC WEBSITE
Oreninc encourages linking to the Website, subject to the terms herein. If User would like to link to the Website, User must abide by the following rules and requirements: Unless otherwise agreed with Oreninc, all links to the Website are to be underlined text-based links using the words "Oreninc" or "oreninc.com" or "www.oreninc.com". User may not use any other trademark or logo as a link to the Website. User may not frame any webpage on the Website or use other techniques that alter the visual presentation or appearance of the Website in any manner.
User may not misrepresent User’s relationship with Oreninc or present false or misleading impressions about Oreninc. No links to the Website may be used in a manner that implies or suggests that Oreninc approves or endorses User, User’s or a third party’s web site, or User’s or a third party’s goods and services. Oreninc shall have no responsibility or liability for any content appearing on User’s or a third party’s web site. By linking to the Website, User agrees to defend, indemnify and hold Oreninc harmless from and against any liability, damage, loss or expense, including reasonable attorney fees and the cost of any defense or settlement, arising from or by reason of any claim, demand, action or allegation arising out of or based on User’s or a third party’s web site to which User linked the Website. Oreninc reserves the right at any time and in its sole discretion to request that User remove all links or any particular link to the Website from User’s or a third party’s web site.
16. MODIFICATION AND AVAILABILITY OF THE SYSTEM
User understands and acknowledges that Oreninc may periodically modify the Website and/or the Oreninc Services, and that those modifications may create substantial differences in how the Website operates or the features that it offers, including content, hours of availability, and equipment needed to access or use, which are all at the complete discretion of Oreninc. The availability of the Website may depend on many factors, including User's connection to the Internet, the availability of the Internet and the Internet backbone, and equipment that, by its nature, is not fault tolerant.
17. USE BY TEACHERS AND SEARCH ENGINES
Notwithstanding any other terms of the Agreement to the contrary, Oreninc hereby grants to teachers of accredited schools or institutions of higher learning the revocable right to print Information from the Website for distribution to students, provided that proper attribution is given to the URL on the Website where such Information originated. Oreninc also grants to operators of search engines a revocable right to use robots to copy materials from the Website for the sole purpose of creating publicly available searchable indexes of the Information, but not caches or archives of the Information. Except as specifically provided in this paragraph, User agrees not to use or launch any automated system, including withoutlimitation, robots, spiders, offline readers, or like devices, that accesses the Website in a manner which sends more request messages to the Website server in any given period of time than a typical human would normally produce in the same period by using a conventional online web browser to read, view, and submit materials. Oreninc reserves the right to revoke the permissions granted in this paragraph, either generally or in specific cases, as well as the right to deny service to any User found violating the provisions of this paragraph.
18. RELATED COMPANIES
From time to time, certain Information or Oreninc Services may refer to companies with which Oreninc or one or more of its principals may have an arm’s-length or a non-arm’s length relationship. In every case, Oreninc shall endeavor to treat any such company as if no such relationship existed, unless Oreninc discloses otherwise to Users. Any third-party company having an existing relationship with Oreninc or one or more of its principals shall not be treated more favorably than other similarly situated third-party companies with which no relationship exists, unless Oreninc discloses otherwise to Users. Oreninc will endeavor, but cannot guarantee, to disclose any specific sponsorship arrangements reached with third-party companies, whether at arm’s length or at non-arm’s length, with Oreninc or its principals.
19. MODIFICATION OF THIS AGREEMENT
Oreninc may change, modify, add or remove portions of this Agreement at any time. Oreninc will notify User of any changes to this Agreement by posting notice of such changes on the Website or sending notice via email or postal mail. User agrees to review the terms and conditions periodically to be aware of such revisions. User's continued use of the Oreninc Services following notice of such change means that User agrees to and accepts the Agreement as amended. If User does not agree to any modification of this Agreement, User must immediately stop using the Oreninc Services and notify Oreninc that he or she is terminating this Agreement
20. TERMINATION & SURVIVAL OF CERTAIN TERMS
Either Oreninc or User, or in the case of an organizational account, the administrator of such account, may terminate this Agreement at any time. User may terminate User's Subscription Plan by providing written notice by way of postal mail or e-mail to Oreninc.
Oreninc will not, under any circumstances, provide any refunds in connection with the termination of any Subscription Plans paid by User via credit card on-line payments. For any monthly Subscription Plan, terminations shall be effective at the end of the monthly billing period in which such termination was effected. For any annual Plan, terminations shall be effective at the end of the annual billing period in which such termination was effected.
User's only right with respect to any dissatisfaction with (i) any terms and conditions of this Agreement, (ii) any policy or practice of Oreninc in operating the Oreninc Website, (iii) content available through the Website or any change therein, or (iv) amount or type of fees or billing methods, or any change thereof, is to terminate this Agreement in accordance with this Section 20. Oreninc has no obligation to provide User with notice of termination.
The terms of the sections of this Agreement entitled “Copyright & Trademarks”, “Limitations of Use”, “Important: Disclaimer of Warranties and Limitation of Liability”, “Indemnification”, “Termination & Survival of Certain Terms”, “Privacy”, and “Applicable Law & Dispute Resolution” shall remain in effect after this Agreement has been terminated by Oreninc or by User.
21. EQUIPMENT
Each User shall be responsible for obtaining and maintaining all telecommunications, computer hardware and other equipment needed for access to and use of the Oreninc Services, and User shall be responsible for all charges related thereto.
22. PRIVACY
Each User hereby agrees and consents to the collection, use and disclosure of his or her personal information in accordance with the terms of the Oreninc Privacy Policy, which is available athttp://oreninc.com/component/content/article/10, and the terms of the Oreninc Privacy Policy are hereby incorporated herein by reference.
23. APPLICABLE LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the state of Washington, without regard to its conflict of laws rules.
With respect to any claim, dispute or controversy arising out of or relating to a breach by User of any intellectual property rights of Oreninc or a third party or any limitations of use provisions of this Agreement, including without limitation any breach by User of Sections 4, 5, 7 or 8 of this Agreement (an "Intellectual Property Claim"), the parties submit to the exclusive jurisdiction of the courts of Washington State or, if in federal court, the federal courts located in the Western District for the State of Washington and in the Ninth Circuit of the United States. In the event of any Intellectual Property Claim, Oreninc may seek and obtain any provisional or final remedy or relief, including, without limitation, injunctive relief, from any court of competent jurisdiction, as may be necessary in Oreninc's sole judgment to protect its intellectual property rights, or to enforce its contractual rights hereunder in the event of any breach hereof, or in order to protect against actual or threatened conduct that would cause or be likely to cause loss or damage if allowed to continue. User acknowledges that in the event of any Intellectual Property Claim, Oreninc may suffer damages, irreparable harm and have no adequate remedy at law. In such event or the threat of any such event, Oreninc will be entitled (in addition to any and all other remedies) to injunctive relief, specific performance and other equitable remedies without proof of monetary damages or the inadequacy of other remedies.
Except in the case of an Intellectual Property Claim, any other claim, dispute or controversy (whether in contract or tort, pursuant to statute, regulation or otherwise, and whether pre-existing, present or future) arising out of or relating to: (a) this Agreement; (b) the Oreninc Services; (c) oral or written communications, statements, advertisements, or promotions relating to the Oreninc Services or this Agreement; or (d) the relationships which result from this Agreement (including relationships with third parties who are not signatories to this Agreement) (collectively the "Claim") will be referred to and determined by arbitration (to the exclusion of the courts). User agrees to waive any right it, he or she may have to commence or participate in any class action against Oreninc relating to any Claim and, where applicable, User agrees to opt out of any class proceedings against Oreninc.
If User has a Claim, User should give written notice to arbitrate to Oreninc at the address set out in Section 27 of this Agreement, and if Oreninc has a Claim then Oreninc will give written notice to arbitrate to User at his or her address provided to Oreninc during registration. Arbitration of Claims will be conducted in English, in the city of Vancouver, Washington, pursuant to the rules of the American Arbitration Association.
24. MISCELLANEOUS
User must be at least 18 years of age and able to enter into binding contracts. The Website is not available for use by minors. User represents and warrants that it has the authority to enter into this Agreement, whether in writing or in electronic form. If accepted by User, this Agreement will constitute a valid and binding obligation on both parties, enforceable in accordance with its terms.
This Agreement and the Terms of Use applying to the Website constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement and the terms of any additional data licensing or product sales agreement reached between User and Oreninc, the terms of such other agreement shall prevail with respect to such inconsistent terms only, and all other terms of this Agreement shall be in force as between the parties. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The invalidity or unenforceability of any provision or covenant in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein, and this Agreement shall be construed as if such invalid or unenforceable provision or covenant were omitted. The section headings used herein are for convenience only and shall not be given any legal import. The parties to this Agreement have required that this Agreement and all deeds, documents and notices relating to this Agreement, be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.
25. NO PARTNERSHIP, JOINT VENTURE OR FIDUCIARY RELATIONSHIP
Nothing contained in this Agreement is to be deemed or construed to create between the parties a partnership, joint venture, agency or fiduciary relationship, and the parties do not intend to create any such relationship by this Agreement. No party has the authority to act on behalf of any other party, or to commit any other party in any manner at all or cause any other party's name to be used in any way not specifically authorized by this Agreement.
26. FORCE MAJEURE
Oreninc shall not be liable for delay or failure of performance of any of the acts required by this Agreement when such delay or failure arises from circumstances beyond the control and without the gross negligence or willful misconduct of Oreninc. Such causes may include, without limitation, acts of God, acts of government in its sovereign or contractual capacity, acts of a public enemy, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, earthquakes, fire, flood, quarantine restrictions, power shortages or failures, utility or communication failures or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or solitary malfunctions. The time for performance of any act delayed by such events may be postponed for a period equal to the delay.
27. CONTACT INFORMATION
If User has any questions about the Oreninc Services, this Agreement, or if User wishes to contact Oreninc for any reason (other than when a written notice is required by the terms of this Agreement or by law or regulation), User should direct all correspondence to This email address is being protected from spambots. You need JavaScript enabled to view it.. All written notices required to be sent by User in connection with this Agreement or by law or regulation, or which may otherwise be sent by User to Oreninc in written form, shall be sent by postal mail to:
Oreninc
1701 E. Evergreen Blvd., Suite B
Vancouver, Washington 98661
U.S.A.