Legal Terms of Use
Acceptance of this Agreement
This Optinuity Inc. ("Optinuity", "we", "our" or "us") web site and all of its information (the "Web Site" or "Site") are provided to you under these "Terms of Use" and any amendments to these Terms of Use that may be posted by Optinuity from time to time (collectively, the "Agreement"). BY ACCESSING, BROWSING AND/OR USING THIS SITE AND/OR ANY WEB SITES PROVIDED BY Optinuity, YOU AGREE TO BE BOUND BY THE AGREEMENT. The Agreement constitutes the entire agreement between you and Optinuity and supersedes any prior agreements between you and Optinuity regarding the use and contents of this Web Site.
Privacy
The information that we obtain through your use of the the Site, or through any registration process or otherwise, is subject to our Privacy Policy. Our Privacy Policy is subject to the terms of this Agreement.
Modifications to this Agreement
Optinuity may make changes to this Agreement from time to time in its sole discretion, and will post any such changes on the Web Site. Your continued use of the Web Site constitutes your acceptance of and agreement to be bound by any such changes.
Modification or Suspension of the Web Site
You agree that Optinuity may, in its sole discretion, and at any time, discontinue, suspend or modify its operation of this Web Site, or any part thereof, temporarily or permanently, without notice to you, and you agree that Optinuity shall not be liable therefore.
International Use
You agree to comply with all applicable local laws regarding online conduct and acceptable content, including without limitation, laws regarding the transmission of technical data exported from the United States or the country in which you reside.
No Reselling of Web Site
You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of the Web Site, or use of or access to the Web Site. You will not duplicate, download, publish, modify or otherwise distribute any content on the Web Site for any purpose other than for your own individual, noncommercial use unless otherwise specifically authorized by Optinuity.
Termination
You agree that Optinuity may, in its sole discretion, and at any time, terminate your use of the Web Site, and may remove or delete any content within the Web Site, for any reason, without prior notice to you. You further agree that Optinuity shall not be liable to you or to any third-party for any termination of your use of or access to the Web Site. In the event of any termination of this Agreement or your use of or access to the Web Site, you agree the provisions regarding Proprietary Rights, Indemnification, Disclaimer or Warranties, and Limitations of Liability shall survive any such termination.
Proprietary Rights
You agree that content available through the Web Site, including without limitation, content in the form of text, graphics, software, music, sound, photographs, and videos, and other content provided by suppliers, sponsors or third party advertisers, is protected by copyrights, trademarks, patents or other proprietary rights and laws. Except as expressly authorized by Optinuity or the applicable supplier, sponsor or advertiser, you agree not to copy, modify, rent, lease, loan, sell, assign, distribute, license, reverse engineer or create derivative works based on the Web Site or any content (including without limitation any software) available through the Web Site.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK. THE WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Optinuity EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, WORKMANLIKE EFFORT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS OR SYSTEM INTEGRATION.
Optinuity DOES NOT MAKE ANY WARRANTY OR REPRESENTATION THAT THE WEB SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES Optinuity MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEB SITE, AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEB SITE, AS TO THE QUALITY OF ANY PRODUCTS, WEB SITES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEB SITE OR AS A RESULT OF THE WEB SITE, OR AS TO ANY TRANSACTIONS ENTERED INTO BY USE OF, THROUGH OR AS A RESULT OF THE WEB SITE.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF ANY DATA THAT RESULTS FROM ANY DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Optinuity OR THROUGH THE WEB SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
Limitations of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL Optinuity OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, USE, DATA, GOODWILL OR OTHER INTANGIBLES, EVEN IF Optinuity OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATING TO: (1) THE AGREEMENT, (2) THE USE OR THE INABILITY TO USE THE WEB SITE, (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND WEB SITES RESULTING FROM ANY GOODS, DATA, INFORMATION OR WEB SITES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO BY MEANS OF OR THROUGH THE WEB SITE, (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (5) THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEB SITE, (6) THE CONTENT OF THE Optinuity WEB SITE OR ANY ITEMS OBTAINED WITHIN, OR, (7) ANY OTHER MATTER RELATING TO THE WEB SITE. THE LIMITATIONS IN THIS SECTION SHALL BE DEEMED TO APPLY TO ALL CAUSES OF ACTION AND ALL LEGAL THEORIES, WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM: (i) BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORTS, OR (ii) ANY OTHER CAUSE OF ACTION, HOWEVER STATED.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
Your Contact With Third Parties
Your dealings with third parties found on or through the Web Site, including your participation in promotions, the payment for and delivery of goods and Web Sites, and any terms, conditions, warranties or representations associated with such dealings are solely between you and the third party. Optinuity does not make any representations or warranties with respect to any goods or Web Sites which may be obtained from such third parties, and you agree that Optinuity will have no liability with respect to any loss or damage of any kind incurred as a result of any dealings between you and any third party, or as a result of the presence of such third parties on the Web Site. This Agreement does not create, and you and Optinuity expressly disclaim, any third party beneficiary relationships.
Links
The Web Site, or third parties on the Web Site, may provide links to other sites and/or resources over which Optinuity has no control. You agree that Optinuity does not endorse and has no responsibility for or liability for the availability of such external sites or resources, or for the content, advertising, products or other materials available through such sites or resources.
Indemnification
You are fully responsible for your activities using the Web Site and all content you post. You agree to indemnify and hold harmless Optinuity, its parents, subsidiaries, affiliates, officers, directors, agents, employees, co-branders or other partners, and suppliers, from any claim, demand, action, or damage, including reasonable attorneys' fees, made by any third party due to, arising out of or related to your use of the Web Site, your violation of the Agreement or any rights of another, or your connection to the Web Site.
Trademark Notices
Optinuity and C2O are trademarks of Optinuity Inc. You may not use or display these marks without Optinuity's prior written consent. All other trademarks appearing on the Web Site are the property of their respective owners. Optinuity's trademarks may not be used in connection with any product or service that is not Optinuity's, in any manner that is likely to cause confusion, or in any manner that disparages or discredits Optinuity.
Copyright, Copyright Agent
Optinuity Inc. respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Optinuity Inc.'s Copyright Agent the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a clear description of where the material that you claim is infringing is located on our Web Site, including its URL, so that we can locate the material;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Optinuity Inc.'s Copyright Agent for Notice of claims of copyright infringement on its site is Nancy Spangler, who can be reached as follows:
By mail: DLA Piper Rudnick Gray Cary US LLP, 1775 Wiehle Avenue, Suite 400, Reston, VA 20190-5159
By telephone: +1 (703) 773-4021
By email: nancy.spangler@dlapiper.com
Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to conflict of laws provisions. You and Optinuity hereby consent to the personal and exclusive jurisdiction and venue of the courts located within the county of Montgomery, State of Maryland in all disputes arising out of or relating to this Agreement or the Web Site.
Miscellaneous
If any provision of this Agreement is found by a court or other binding authority to be invalid, you agree that every attempt shall be made to give effect to the parties' intentions as reflected in that provision, and the remaining provisions contained in this Agreement shall continue in full force and effect.
You agree that any claim or cause of action arising out of your use of the Web Site or this Agreement must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Any failure by Optinuity to enforce or exercise any provision of this Agreement or related right shall not constitute a waiver of that right or provision.