ORANGEGRID MAY, AT ORANGEGRID’S SOLE DISCRETION, MODIFY THESE TERMS AND CONDITIONS AT ANY TIME OR CHANGE OR DISCONTINUE THE SERVICES PROVIDED HEREUNDER.
A. “Client” means any entity that has entered into a Client Agreement.
B. “Client Agreement” means a written agreement with OrangeGrid for a license to use and access the Software.
C. “End User” means you and any person that gains access to the Services.
D. “Materials” means training and implementation materials provided to Client by OrangeGrid, and any modifications and derivative works of and to such documentation.
E. “Service Link” means a URL provided by OrangeGrid through which End User may access and use the Services.
F. “Services” means the process management and work-flow services provided by OrangeGrid to Client via the Software.
G. “Software” means the software developed by and belonging to OrangeGrid and made available to Client under a Client Agreement, and any modifications, enhancements, upgrades, point releases and derivative works of and to such software.
2. License. OrangeGrid grants you a non-transferable, non-assignable, non-sublicensable, revocable, and non-exclusive license to use the Services that are accessible via the Service Link, subject to the terms and conditions of this Agreement.
3. Restrictions. You shall not, and shall not attempt to: (A) access the Services in any manner other than via the Service Link provided by OrangeGrid; (B) convey, without the prior written consent of OrangeGrid, any information to any third party that would enable such third party to access or provide access to the Services, including without limitation any password or IP address; (C) provide, rent, lease, lend, or use the Services for timesharing, subscription, or service bureau purposes; (D) attempt to sabotage, destroy, hinder, alter or gain unauthorized access to the Services in any way; (E) copy, revise, reverse engineer, decompile, or disassemble the Services, Software, or any data presented therein, in whole or in part, or permit any third party to attempt to do the same; (F) use automated tools, scripts or programs to access or test the Services without OrangeGrid’s prior written consent; or (G) use the Service for any other purpose than their intended use.
4. Term. This Agreement and license is effective until any of the following occur: (A) OrangeGrid, at OrangeGrid’s sole discretion, terminates the license for any reason or no reason at all; (B) OrangeGrid stops providing the Services for any reason or no reason at all; (C) you fail to comply with any term or condition of this Agreement, including Section 3 above; or (D) you provide 90 days’ written notice of your intent to cancel the Services. Upon the occurrence of any of these events, the license granted herein and all other terms shall terminate immediately without notice.
5. Further Agreements. You acknowledge and agree that neither OrangeGrid nor its employees, directors, officers, or shareholders have any responsibility as a result of this Agreement for decisions made or actions taken or not taken in connection with the use of the Services or Software.
6. No Warranties. OrangeGrid makes no warranties or representations about the accuracy, availability, or completeness of the Services. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ORANGEGRID DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, WHETHER EXPRESS, IMPLIED OR STATUTORY.
7. No Liability For Damages. IN NO EVENT SHALL ORANGEGRID BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES. ORANGEGRID’S AGGREGATE LIABILITY TO YOU FOR DAMAGES SHALL NOT EXCEED TEN DOLLARS ($10.00).
A. Ownership of Proprietary Rights. OrangeGrid owns or licenses all right, title and interest in and to the Services, Software and Materials, any content or data uniquely generated by the Services, Software and Materials, as well as any derivative works thereof. The Services, Software and Materials are provided to You for use only as expressly set forth in this Agreement and the Client Agreement.
B. Changes. OrangeGrid may from time to time develop enhancements, upgrades, updates, improvements, modifications, extensions and other changes to the Services, Software, Materials and this Agreement. You hereby authorize OrangeGrid to implement such changes. Continued use of the Services following any change constitutes acceptance of the change.
C. Copyright. All designs, applications, forms, documents, text, technical drawings, configurations, graphics, other files, and their selection and arrangement within the Services, Software and Materials, are solely and exclusively owned by OrangeGrid. At no time shall you have any ownership or interest in the Services, Software and Materials.
D. Trademarks. OrangeGrid is a registered trademark of OrangeGrid, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of OrangeGrid. All page headers, custom graphics, button icons, and scripts are trademarks of OrangeGrid and may not be copied, imitated, or used, in whole or in part, without the prior written consent of OrangeGrid. No right is granted hereunder for you to use any service mark, trademark, or trade dress of OrangeGrid.
9. The Software.
A. The Services use “cookies.” When you use the Services, the Software may store certain information on your computer in cookies. These cookies help the Software perform quicker and more efficiently. For example, cookies allow the Software to track certain information to assist you. With most Internet browsers, you can erase cookies from their computer hard drive, block all cookies, or receive a warning before a cookie is stored. Please refer to your browser instructions or help screen to learn more about these functions.
B. You hereby agree and acknowledge that the usernames and passwords of End Users shall be held in strict confidence and shall not be released, disclosed or otherwise shared with any other person.
10. Indemnity. You shall defend, indemnify and hold harmless OrangeGrid, its subsidiaries and affiliates, and each of their respective officers, directors, agents, employees and assigns, from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by them in connection with a third party claim arising out of: (i) your use of the Services; (ii) the infringement of any intellectual property rights of any third party by any information or data uploaded by you; (iii) violations of laws addressing privacy, data protection and information security, and other laws, rules or regulations related to any information or data held by, uploaded by, presented to or delivered to you; and (iv) all decisions, judgments and actions taken or not taken in conjunction with the use of the Services.
11. Governing Law. This Agreement shall be governed by the laws of the State of California, notwithstanding any conflicts of law principles. All disputes hereunder shall be resolved in the applicable state or federal courts of Orange County, California. You consent to the personal and exclusive jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available.
12. Waiver. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
13. Severability. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from this Agreement.
14. Entire Agreement. You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between you and OrangeGrid with respect to the use of the Services and Software, and supersedes all previous agreements, if any, regarding your use of the Services and Software, whether oral or written.