Effective as of [____01/15/2017____]
The Site and Services are owned by Ongraviti.
2. ACCEPTABLE USE.
You agree to the following conditions of use of the Site:
Improper Use of the Services: You shall not use the Services in any manner prohibited by any federal, state, or local laws, rules, and/or regulations. Without limiting the foregoing, you shall not use the Services for any abusive, fraudulent, or deceitful purpose, in any way that damages, access, or trespasses Ongraviti’s property.
Utilization of Network Resources: The abuse, misuse, disruption, degradation, and/or other compromise of Ongraviti’s network resources and Services by any User may have a negative impact on all other Users. Accordingly, you are prohibited from using Services in any manner that adversely affects Ongraviti’s network performance and Services.
Content Harmful or Offensive to Third-Parties: You shall not upload, download, post, share, disseminate, distribute, publish, transmit, transfer, or otherwise disclose (“Disclose”) content that is or is likely to be unlawful, libelous, defamatory, obscene, indecent, threatening, harmful (including malware and viruses), obscene, invasive of privacy or publicity rights, abusive, inflammatory, hateful, and/or otherwise harmful or offensive to third parties.
Infringing Content: You shall not Disclose any content that may infringe any intellectual or proprietary right(s) of any party.
Impersonation: You shall not impersonate any person or entity or otherwise misrepresent their affiliation with a person or entity or interfere with other Users. You shall not participate in the collection of very large numbers of email addresses, screen names, or other identifiers of others (without their prior consent), a practice sometimes known as “spidering” or “harvesting,” or participate in the use of software (including “spyware”) designed to facilitate this activity. You agree that you will not use any robot, spider, scraper or other automated means to access this Site for any purpose without our express written permission.
Use of Your Account by Others: You shall not permit the use of your Ongraviti account (your “Account”) by third parties.
Protection of Account and Services: You shall be responsible for any use or misuse of the Service or violation of these Terms by your Account. Therefore, you must take steps to ensure that others do not use your Account to gain unauthorized access to the Site by, for example, strictly maintaining the confidentiality of all Site logins and passwords. In all cases, you are solely responsible for the security of any device it chooses to connect to the Site, including any data stored or shared on that device.
Use by Minors. You must be at least 18 years old to have our permission to use the Site; if you are not 18 years old, you are strictly prohibited from accessing or using the Site. We do not knowingly collect, use or disclose personally identifiable information about visitors under 13 years of age. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the Terms.
3. ACCESS TO SITE AND SERVICES.
You warrant to Ongraviti that you will not attempt to bypass or gain unauthorized access to any Services offered by Ongraviti, its computer systems, or its networks connected to any Ongraviti server through any means, including, but not limited to hacking and password mining. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available by Ongraviti. While Users are permitted to maintain multiple active accounts, Ongraviti reserves the right to limit the number of active accounts you may maintain, and you agree to comply with such limitations.
You agree to not interfere in any way with others’ use of or access to the Site. Ongraviti reserves its right to report any activity that it reasonably suspects violates any law or regulation and to disclose any information to law enforcement officials or regulators or other appropriate third parties.
4. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION.
As a user of the Site, you have a non-exclusive, non-transferable, limited, revocable license to use the Site. You may not reproduce, modify, distribute, transmit, display, perform, reproduce, transfer, sell or publish any of the contents of this Site without the prior written consent of Ongraviti, which may be withheld, conditioned or delayed in its sole discretion. In doing so, you will not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name or service mark or any other proprietary notice or legend appearing on any of the content. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by applicable law. Ongraviti, its affiliates, and our licensors retain all of their right, title and interest in and to all patent rights, inventions, copyrights, trademarks, know-how and trade secrets relating to the Site. Ongraviti’s logos and name are trademarks of Ongraviti and may be registered in certain jurisdictions. All other company names, marks, logos and symbols on this Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Ongraviti’s or any third party’s intellectual property rights, whether by estoppel, implication or otherwise.
You shall not at any time, directly or indirectly, Disclose or use for your own benefit or gain any of Ongraviti’s Confidential Information, as defined below, without Ongraviti’s express written consent. You also agree that you will undertake all necessary and appropriate steps to ensure that the Confidential Information will be maintained confidential. Upon termination of this Agreement, you agree that all Confidential Information and any other documents, records, notebooks, and similar repositories containing any information or other property of Ongraviti shall be destroyed immediately. “Confidential Information” includes, but is not limited to: (a) User-specific information that is generally only accessible by Users; (b) information that is clearly marked or otherwise designated as confidential when disclosed; and (c) other information normally understood to be confidential and not fully disseminated in the public domain.
5. USER CONTENT.
Ongraviti reserves the right to remove or modify Content for any reason, including, but not limited to Content that we believe violates these Terms.
Ongraviti reserves the right not to publish or to remove any profile picture posted to the Site, without prior notice, that in Ongraviti’s sole discretion violates these Terms. You can be held liable for any illegal or prohibited Content you provide to the Site, including infringing, defamatory or offensive materials. If you discover this kind of material on our Site, please notify us immediately at [_____ or _____]. We will investigate your claim promptly and may then take the actions deemed appropriate.
You may submit comments or ideas about the Site, including without limitation about how to improve the Site. By submitting ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Ongraviti under any fiduciary duty or other obligations, that your ideas do not contain the confidential or proprietary information of third parties, and that such comments and ideas shall be our sole property that we are free to use without any compensation to you and to disclose the ideas on a non-confidential basis or otherwise to anyone.
6. CERTAIN DISCLAIMERS, LIMITATIONS AND EXCLUSIONS.
You are solely responsible for creation, storage and backup of your own records. These Terms and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Ongraviti to store, backup, retain or grant access to any information or data for any period.
We have implemented commercially reasonable technical and organizational measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your Personal Information for improper purposes. You acknowledge that you provide your Personal Information at your own risk.
Ongraviti is not liable, and you agree not to hold it responsible, for any damages or losses arising out of or in connection with these Terms, including but not limited to: (i) your use of or your inability to use the Site; (ii) delays or disruptions in the Site; (iii) viruses or other malicious software obtained by accessing or linking to the Site; (iv) glitches, bugs, errors or inaccuracies of any kind in the Site; (v) the content, actions or inactions of third parties’ use of the Site; (vi) a suspension or other action taken with respect to your Account; and (vii) your need to modify practices, content or behavior as a result of changes to the Terms.
YOU USE THE SITE AT YOUR OWN RISK. ALL INFORMATION AND CONTENT AND ALL PRODUCTS AND SERVICES OFFERED THROUGH THE SITE, INCLUDING CONTENT PROVIDED BY THIRD-PARTY PROVIDERS, ADVERTISERS AND SPONSORS, IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURCHASE, FREEDOM FROM VIRUSES OR HARMFUL CODE, TITLE, OR NON-INFRINGEMENT. WE DISCLAIM ALL AND MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD-PARTY OR THE ACCURACY OF ANY CONTENT POSTED ON THE SITE BY A THIRD PARTY, INCLUDING ANY USER.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
YOUR SOLE REMEDIES HEREUNDER ARE AS EXPRESSLY SET FORTH IN THIS SECTION. IN NO EVENT WILL ONGRAVITI OR ITS SUBSIDIARIES, AFFILIATED COMPANIES OR SUPPLIERS OR LICENSORS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THIS SITE OR ANY HYPERLINKED SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST REVENUES, LOST PROFITS, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR SYSTEM OR OTHERWISE ARISING OUT OF THE USE OR MISUSE OF OR INABILITY TO USE ANY SITE OR THE INFORMATION, CONTENT, DOCUMENTS OR SOFTWARE THEREOF, EVEN IF ONGRAVITI OR ITS SUBSIDIARIES, AFFILIATED COMPANIES OR SUPPLIERS OR LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY A THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST ONGRAVITI IS TO DISCONTINUE USE OF THIS SITE AND ANY HYPERLINKED SITES.
If, notwithstanding the limitations of liability, Ongraviti, our affiliates, our licensors or our suppliers are found liable for any loss or damage which arises out of or in any way connected with this Agreement or services or operation of this Site, then liability will in no event exceed the lesser of: (1) $2,500 or (2) any charges retained by Ongraviti with respect to the affected User during the three-month period preceding the date of the origination of the User’s claim.
The above limitations of liability reflect the allocation of risk between the parties, and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. The limitations of liability provided in these Terms inure to the benefit of Ongraviti, its affiliates and their respective suppliers and licensors.
Certain state laws do not allow exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you might have other rights, which vary from state to state.
In addition to the recognition that Ongraviti is not a party to any contract between Users, you hereby release Ongraviti, our affiliates and our respective officers, directors, managers, members, employees, agents, subsidiaries, joint ventures, and our and their respective successors and assigns from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity.
YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You shall indemnify, defend, and hold harmless Ongraviti from and against any and all claims, losses, costs, expenses (including attorneys’ fees), injuries, demands, damages, actions, suits, and/or proceedings whether civil, criminal, administrative, or investigative (collectively, “Claims”) related to or arising out of: (i) your negligence or willful act or omission; (ii) your misuse of the Site; (iii) your breach of any term, condition, representation, warranty, duty, and/or obligations set forth in the Terms; (iv) any libel or slander by your; and/or (v) infringement of a U.S. patent or U.S. copyright, or unauthorized use of trademark, trade name, or service mark arising out of communications via the Site. You agree to notify Ongraviti promptly, in writing, of any Claims, threatened or actual, and to cooperate in every reasonable way to facilitate the defense or settlement of such Claims.
9. TERM; TERMINATION AND SUSPENSION
This Agreement will become effective upon your first time accessing the Site and will remain in effect until you deactivate your account and discontinue your use of the Site. Unless both you and Ongraviti agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice, except as otherwise provided below.
In the event you or Ongraviti properly terminates this Agreement, your right to use the Site is automatically revoked and Ongraviti will close your Account. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you from any obligations to Ongraviti incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
Without limiting Ongraviti’s other remedies, it may temporarily or indefinitely suspend or permanently revoke your access to the Site if: (a) you breach the letter or spirit of any Terms; (b) Ongraviti suspects or becomes aware that you have provided false or misleading information to Ongraviti or any User; (c) Ongraviti believes, in its sole discretion, that your actions may cause legal liability for you, any Users, or Ongraviti or its affiliates; may be contrary to the interests of the Site or the Ongraviti community; or may involve illicit activity; or (d) Ongraviti otherwise reasonably determines that doing so is in the best interests of Ongraviti and/or its Users.
Once your Account is suspended or closed, you are prohibited from continuing to use the Site under the same Account or a different Account or reregister under a new Account without Ongraviti’s prior written consent.
Without limiting Ongraviti’s other remedies, if you engage in actions or activities that circumvent the Site, you must pay Ongraviti for all amounts owed to Ongraviti and our affiliates and reimburse Ongraviti for all losses and costs (including any and all time incurred by employees and contractors of Ongraviti or its affiliates) and reasonable expenses (including attorneys’ fees) related to investigating such actions. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. Except as otherwise required by applicable law, Ongraviti will notify you if it suspends or closes your Account, unless it believes, in its sole judgment, that giving notice may cause damage.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of the Account status of all Users, including both yourself and other. You therefore agree as follows: IF ONGRAVITI DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, ONGRAVITI HAS THE RIGHT, BUT NOT THE OBLIGATION, TO (1) INFORM OTHER USERS OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (2) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE. When your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable, Ongraviti will retain this information for a period of one year.
10. GOVERNING LAW AND VENUE.
The domestic of the State of Illinois shall govern the construction, interpretation, and performance of this Agreement, without regard to its conflict of law principles. Any litigation or dispute related to this Agreement will be brought in state or federal courts located in Chicago, Illinois, and Users hereby irrevocably consent to personal jurisdiction of such courts for such purpose. No party will make a motion to dismiss or transfer any case filed in accordance with this subsection on the basis of improper venue, personal jurisdiction, or for the convenience of any party or witness.
In the event that Ongraviti is deemed the prevailing party in any litigation, Ongraviti shall be entitled to recover from you all costs and expenses incurred by Ongraviti in relation to such legal action, including attorneys’ fees.
If any part of this Policy is held invalid or unenforceable, that portion of this Policy shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of Ongraviti, and the remaining portions shall remain in full force and effect. The failure of Ongraviti or its suppliers to enforce this Policy, for whatever reason, shall not be construed as a waiver of any right to do so at any time.
PLEASE PRINT THESE TERMS AND RETAIN A COPY FOR YOUR RECORDS.
12. NOTICE AND COMMUNICATIONS
Communications from Ongraviti to You: By visiting the Site, you are deemed to have executed this Agreement electronically, effective on the date you visit the Site, pursuant to the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. §§ 7001 et seq.). Visiting the Site constitutes your acknowledgement that you are able to electronically receive, download, and print this Agreement. Unless you otherwise indicate in writing to Ongraviti, Ongraviti and its affiliates are permitted to communicate with you by text message, email and/or by posting communications on the Site. You will be considered to have received a communication when Ongraviti sends it to the mobile number or email address you have provided to Ongraviti on the Site or when Ongraviti posts such communication on the Site. You must keep your phone number and email address updated on the Site, and you must regularly check the Site for postings. Without limiting Ongraviti’s other rights under this Agreement, if you fail to respond to a text message or email message from Ongraviti regarding a violation, dispute, or complaint within two business days, Ongraviti has the right to suspend or close, in our sole discretion, your Account.
Communications from You to Ongraviti: All notices to Ongraviti required hereunder must be in writing and delivered in writing via email to [_ or support@ Ongraviti.com___]. All such notices are deemed effective upon documented receipt by Ongraviti. Ongraviti does not accept service of any legal process by email or mail; all such service should occur by hand delivery to Ongraviti or its registered agent for service of process.
13. Unauthorized Use or Violations.
Certain portions of this Site are intended to be used only by authorized Users. Unauthorized Users are prohibited from accessing, or attempting to access such portions of the Site. If you are using the site for an unauthorized purpose, or if you are using someone else’s Account, you are deemed an unauthorized user and you should not use this Site. If you nonetheless continue to use the Site as an unauthorized user, then by using this Site you undertake and agree that: (1) you will be personally liable for any and all expenses, costs or damages incurred by us in investigating or addressing your unauthorized use of this Site (such obligations shall be in addition to whatever other rights and remedies may be available to use for unauthorized use); and (2) you will be personally bound by these Terms, waiving any actual notice or knowledge of such terms and commitments, all without any duties or obligations to you on the part of Ongraviti.
In the event a User becomes aware of any unauthorized use or violation(s) of these terms by any User, such User is required to promptly report the violation(s) to Ongraviti via email at [__ or __]. If available, User shall be prepared to provide the following information to Ongraviti concerning the alleged violation: (a) User name or associated with the violation; (b) the date and time of the violation; and (c) a description and circumstances of the violation.
14. MISCELLANEOUS TERMS.
Force Majeure: Ongraviti shall not be liable to any User for any delay, failure in performance, loss, or damage to the extent caused by force majeure conditions such as acts of God, fire, explosion, power blackout, cable cut, act of terrorism, epidemic, acts of regulatory or governmental agencies, unavailability of right-of-way, spectrum interference, electrical storms, heavy precipitation, excessive weather conditions, unavailability of services or materials upon which the Site relies, or other causes beyond the Ongraviti’s reasonable control.
Assignment and Transfer: You are strictly prohibited from assigning any right, obligation or duty, in whole or in part, and/or of any other interest hereunder, without the prior written consent of Ongraviti, of which consent can be withheld for any reason. Ongraviti may assign its rights and obligations hereunder to any party or entity without any party’s consent. All obligations and duties of a User under this Agreement shall be binding on all successors in interest and assigns.
Entire Understanding: This Agreement constitutes the entire understanding between you and Ongraviti related to the subject matter hereof, and supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning the Site.
Survival: The rights and obligations of a User, that by their nature would continue beyond the expiration or termination of this Agreement, including without limitation representations and warranties, indemnifications, and limitations of liability, shall survive termination or expiration of this Agreement.
No Waiver: No failure by Ongraviti to enforce any rights hereunder shall constitute a waiver of such right(s).
No Agency: No User is an agent, representative, or partner of Ongraviti or is able to bind Ongraviti. Users and Ongraviti are independent contractors and this Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between such parties.
Article Headings and Pronouns: The article headings used herein are for reference only and shall not limit or control any term or provision of this Agreement or the interpretation or construction thereof. The singular form denotes the plural and the masculine form denotes the feminine or neuter wherever appropriate.