General Terms of Use Agreement
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.
This General Terms of Use Agreement (“Agreement”) governs your use of OSF GLOBAL SERVICES® product(s) (“Products”) and Software (defined below) and is additional to the OSF Global Services Privacy and Security Policy for the OSF GLOBAL SERVICES® websites. “You” or “your” means a User (defined below) of the Products or Software. By using the Product(s), you accept these terms and conditions of use. If you do not accept these terms and conditions of use, or any future changes to this Agreement (as defined below), (a) you should refuse to accept any updated terms proposed to you by OSF; and (b) you must discontinue using the Product(s).
1. YOUR AGREEMENT WITH OSF:
1.1 This document sets forth your legal agreement with OSF GLOBAL SERVICES® agents and affiliates (collectively, “OSF”). Your use of any OSF Product(s) directly or indirectly by a link to the Product(s), is subject to these General Terms and Conditions of Use (“Terms”).
1.2 Choice of Law. Your relationship with OSF indicates that you agree to be bound by the laws of the Province of Quebec and Canadian business and consumer laws.
1.3 OSF may change the Terms at its sole discretion. If we change the Terms, then we will make a new copy available at http://www.osf-global.com/. Any such changes or modifications shall become effective immediately upon posting on this Site. Please review the terms and conditions periodically. Your continued use of the Product(s) following the posting of any changes or modifications shall constitute your acceptance of the revised terms and conditions. Your use of the Product(s) is subject to the most current version of the Terms at the time of such use.
2. AGREEMENT DEFINITIONS:
Definitions. Unless otherwise defined, capitalized terms used throughout this Agreement have the meanings stated below:
2.1 “Account Information” means the information you provide to OSF when you register for a service, including your OSF ID.
2.2 “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual and proprietary rights.
2.3 “License” means the legal permission to use the OSF Product(s) and Software granted herein.
2.4 “Make Available” means to email, post, transmit, upload, or otherwise make available through your use of the Product(s) and Software.
2.5 “Materials” means any materials provided by OSF and any User Content, including, without limitation, any (a) information, data, documents, images, photographs, graphics, audio, videos, or webcasts, (b) products, and (c) Software.
2.6 “Product(s)” means either one or multiple product offerings produced by OSF; here the subject of use by the User.
2.7 “Shared Content” means the User Content that you or other Users share through the Product(s) or Software.
2.8 “Software” means OSF software code and associated documentation, including without limitation any mobile and tablet applications related to the Products, content files, drivers, patches, or fonts.
2.9 “Subscription” means User payment for the right of licensing use of the OSF product.
2.10 “User” means a user of the Service.
2.11 “User Content” means Your Content.
2.12 “Your Content” separately, means any Materials that you Make Available through your use of the Product(s) or Software.
3. SOFTWARE LICENSE, USE OF PRODUCT(S)
If you obtained the Software from OSF or one of its authorized licensees, and subject to your compliance with the terms of this agreement, OSF grants to you a non-exclusive license to use the Software in the manner and for the purposes described in the as follows:
3.1 General Use. Your assent to this Agreement allows you to use one or more of the Products. This Agreement applies to you and, if applicable, any legal entity on whose behalf the Product(s) or Software is used. OSF may discontinue or add new Products, aspects, or features to certain Products ("Features") from time to time at its sole discretion. If new or amended terms for such new Products or Features are presented to you by OSF, you are not entitled to use any Products or Features unless you agree to new or amended terms. In addition, changes to the OSF Privacy Policy may also occur from time to time without notice, requiring User to separately reference this policy on occasion at the User`s discretion.
3.2 Use of Copy. You may install and use one copy of the Software on your Compatible Computer or Applicable Device.
3.3 Distribution. This agreement does not allow you the right to sublicense, sell, or distribute the Software.
3.4 Backup Copy. You may make one backup copy of the Software, providing your backup copy is not installed or used other than for archival purposes. You may not transfer the rights to a backup copy unless you transfer all rights in the Software under Section 6.
3.5 Access to Product(s). You acknowledge that your ability to access the Product(s) may require the payment of third party fees (such as telephone toll charges, ISP, or airtime charges) and that you are responsible for paying such fees. OSF is not responsible for any equipment you may need to be able to access the Product(s). The Product(s) may not be available in all languages.
3.6 Registration. If a registration form was required of you, you agree to provide true, accurate, current and complete information about yourself and your organization, as applicable, as requested in the registration form and elsewhere on this website, and further agree to update such information if it changes.
3.7 Your Confidential Information. If you maintain confidential information, trade secrets, or other sensitive information in conjunction with the use of the Product(s) or Software, you are solely responsible for implementing safeguards for such information.
4. OBLIGATIONS AND RESTRICTIONS
4.1 Notices. You shall not alter or remove any copyright or other proprietary notice that appears on or in the Software.
4.2 No Modification or Reverse Engineering. You shall not modify, adapt, translate, or create derivative works based upon the Software. You shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software.
5. USER SUBSCRIPTION
5.1 OSF will provide access to the Product to User and users authorized by User in accordance with the terms and conditions of this Agreement.
5.2 User will provide true, accurate, current and complete information when requesting their subscription to the Product, and will maintain and promptly update the User information to keep it true, accurate, current and complete.
5.3 In order to purchase Product(s) or Software, User must provide to OSF certain data (“User Data”) including a valid current credit card and User's authorization to OSF or its agents to charge this registered credit card for all amounts due and owing by User to OSF for Product(s) transactions by User and/or Users authorized by User, in accordance with all terms and conditions of such transactions.
5.4 OSF does not claim ownership of the User Content that User posts, publishes, disseminates, transmits, uploads, or exchanges (“Postings”) while using User's Subscription. Please be advised that Postings do not necessarily reflect the views of OSF Global Services. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, OSF GLOBAL SERVICES SHALL IN NO EVENT ASSUME OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY POSTINGS OR FOR ANY CLAIMS, DAMAGES, OR LOSSES RESULTING FROM THEIR USE AND/OR APPEARANCE ON THE PRODUCT(S). By submitting a Posting, You hereby authorize OSF Global Services to use all or part of your Postings in any manner, format, or medium, alone or together with other material of any kind in connection with providing the Product(s) and Software. OSF Global Services shall have the right to use and change the Postings in any manner that OSF Global Services may determine. You shall have no claim or other recourse against OSF Global Services for infringement of any proprietary right in any Posting. By submitting Postings, you represent and warrant that you have all necessary rights in and to such Postings you provide and all information they contain; that such Postings shall not infringe any proprietary or other rights of third parties or contain any libelous, tortious, indecent, offensive, or otherwise unlawful information; that such Postings shall not contain any viruses, or other contaminating or destructive devices or features; that your Postings do not contain profanity, obscenities, pornographic material, or threatening or harassing material. By submitting a Posting, you agree to defend, indemnify and hold OSF Global Services, its subsidiaries, affiliates and/or related entities and parties harmless from and against any breach or alleged breach of any of your representations, warranties or undertakings hereunder. OSF Global Services reserves the right (but does not have the obligation) to monitor, edit, move, remove, or refuse to post any Posting that violate the terms and conditions of this Agreement, or that OSF Global Services, at its sole discretion, deems inappropriate. OSF Global Services reserves the right to terminate the license of Users who do not comply with such.
5.5 OSF does not acquire any rights to any User Data.
5.6 The Subscription and the License it creates are effective unless terminated by OSF as Licensor. User as Licensee may terminate this license at any time by deleting the software from their system and other storage media. The License automatically terminates if User breaches any term of this Agreement.
6. TRANSFER
You are not authorized to rent, lease, sublicense, assign, or transfer your rights in the Software, nor copy and distribute any portion of the Software to another user’s Computer. An exception may be permitted as expressed in this Agreement, on condition that you transfer all your rights to Use the Software to another person or legal entity provided that: (a) you transfer (i) this Agreement, and (ii) the Software and all other hardware bundled or pre-installed with the Software, including all copies, updates, and prior versions, to such person or entity, (b) you do not retain any copies or backups copies stored on a Computer, and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you obtained a valid license to the Software. This Agreement is freely transferable by OSF.
7. THIRD PARTY INTERACTIONS
Access to the Product may involve communications and transactions with third parties. All such communications and transactions may be subject to different or additional terms and conditions. User's correspondence or business interactions which include payment and delivery of related services and/or products, and with other terms, conditions, warranties or representations associated with such are solely between you and such advertiser. You agree that OSF shall not be responsible or liable for any loss or damage incurred result of any such dealings with third parties.
8. PRIVACY & SECURITY
8.1 OSF privacy and security policies may be viewed here:
http://www.osf-global.com/privacy-statement
8.2 OSF reserves the right to modify its privacy and security policies in its sole discretion from time to time.
8.3 In addition to the Privacy Policy, from time to time you may be required to communicate specific permission (“opt-in”), or to deny or revoke permissions (“opt-out”) to certain uses of your User Data. In such cases you agree that your decision to “opt-in” or “opt-out” may result in denial of access to certain product offerings or termination of your User Account.
8.4 The Product(s) may include links to other Web sites and third parties with privacy policies that may differ from the OSF’s Privacy Policy. Please note that if you submit confidential information to any third parties, you are subject to their separate privacy policies and OSF’s privacy policy does not apply to the external information you shared.
All Users of the Product(s) or Software acknowledge that all information collected is in connection with the Product(s) and Software is retained by OSF and may be transferred across national boundaries and stored and processed in any of the countries of which OSF is located.
8.5 Information Collected. In addition to the Information collected set forth within this Agreement, Section 8 (Privacy and Security) and the OSF Online Privacy Policy Agreement, you permit us to collect information regarding your use of the Product(s) and Software, such as the name of the Internet Service Provider and the Internet Protocol address of the device with which you access the Internet, and the date of access to OSF Product(s). This also may include the Internet address of all referring websites and the Internet address of the website visited before you accessed the Product(s) or Software, and/or name, version number, and language preference of your browser or other software from which you linked directly to the Product(s) or Software. OSF may collect your confidential information regarding your use of the Product(s) and Software such as the features that you utilize with the Product(s) and Software. OSF uses the information referenced in this section to support and improve the Product(s) and Software, to prevent abuse and provide support, in compliance with legal responsibilities and, upon your “opting-in” to receive communications from OSF, to send you communications about OSF and its Product(s) and Software.
8.6 SECURITY. OSF has implemented technical safeguards and procedures to protect communications with the Product(s) and Software.
8.7 Communications from OSF. Notwithstanding any communication preferences indicated by you, OSF may send you product-related electronic communication regarding service maintenance events or modifications to the functionality or delivery of Product(s) and Software.
9. INTELLECTUAL PROPERTY OWNERSHIP
9.1 OSF and its applicable licensors, retain all right, title, and interest in and to all copyright, patent, trademark, service mark, trade secret and other proprietary rights (“Intellectual Property Rights”) in the OSF Product(s), Software and related services. You hereby assign and agree to assign any and all right, title and interest in and to all suggestions, ideas, enhancement requests, feedback, recommendations, improvements, or other information provided by User or any other person relating to the Product(s) and Software to OSF without additional consideration therefore. OSF shall have the right, but not the obligation, to use in any manner and for any purpose whatsoever, any such information provided by you hereunder.
9.2 This Agreement is not a sale and does not convey to User any rights of ownership in or related to the Product(s), Software or the Intellectual Property Rights owned by OSF.
9.3 The OSF name, the OSF logo, and the Product and Software names associated with the Product(s) and Software are trademarks and/or service marks of OSF or third parties, and no right or license is granted to you to use them for any purpose.
9.4 User acknowledges that the Product(s) and Software contains content that may be protected by copyright, trademark, or other proprietary rights of OSF or other third parties. User may not use any OSF logo or other proprietary graphic or trademark without express written permission.
10. REPRESENTATIONS & WARRANTIES
10.1 Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
10.2 OSF represents and warrants that it will provide the Product(s) and Software in a manner consistent with generally applicable industry standards and that the Product(s) and Software will perform substantially in accordance with normal use and circumstances.
10.3 User represents and warrants as follows:
10.3.1. The information provided by User in the User Account registration is true, accurate, and complete, to the best of User's actual knowledge; 10.3.2. User has not falsely identified itself or any User authorized by User; 10.3.3. User is of sufficient legal age to use the Product(s) and Software and to create binding legal obligations for any liability that User may incur as a result of the use of the Product(s) or Software; 10.3.4. User will be financially responsible for all acts by User(s) or authorized by User in accessing the Product(s) and Software, including without limitation, the acts of any minors living with or employed by User. 10.3.5. User has permission and rights to use any User Content, Postings, Shared Content or other information or files Made Available by you using the Product(s) or Software. User represents and warrants to OSF that all such permissions have been obtained, and evidence of all necessary permissions may be requested by OSF.
11. INDEMNITY
11.1 User shall indemnify and hold harmless OSF and its affiliates, officers, directors, employees, attorneys, agents, licensors, and their affiliates from and against any and all claims, expenses, damages, losses, liabilities and expenses legal expenses arising out of or in connection with: 11.1.1. Any use of or access to the Product(s) or Software by you, or any person using an account created by you, whether or not authorized by you, not arising from the negligence of OSF; and 11.1.2. Any breach by you of this Agreement. 11.1.3. User will indemnify and hold harmless OSF from any and all claims resulting from User's negligence, or intentional failure or inability to obtain proper permission to use any User Content, Postings, Shared Content or other information or files Made Available using the Product(s) or Software, or any breach of the User’s representations and warranties in Section 10.3.
11.2 OSF reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with OSF defense of such claim.
12. DISCLAIMER OF WARRANTIES
12.1 OSF MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRODUCT(S) AND SOFTWARE OR ANY CONTENT THEREIN.
12.2 OSF DOES NOT REPRESENT OR WARRANT: 12.2.1. THAT YOUR USE OF THE PRODUCT(S) AND SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE WITH ANY SPECIFIC COMBINATION OF HARDWARE, SOFTWARE, SYSTEM OR DATA; 12.2.2. THAT THE PRODUCT(S) OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; 12.2.3. THAT THE QUALITY OF ANY FEATURES IN THE PRODUCT(S) AND SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; 12.2.5. THAT ANY OFFERINGS IN THE PRODUCT(S) AND SOFTWARE BY OSF GLOBAL SERVICES® OR THIRD PARTIES DO NOT INFRINGE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; OR 12.2.6. THAT THE PRODUCT(S) OR SOFTWARE OR ANY OFFERING AVAILABLE IN THE MARKETPLACE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
12.3 YOU ARE PERMITTED ACCESS TO THE PRODUCT(S) AND ALL CONTENT STRICTLY ON AN AS IS BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12.4 OSF may change, suspend or discontinue all or any aspect of the Product(s) and Software at any time, including the availability of any feature, without prior notice or liability.
12.5 Certain jurisdictions may not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to User.
13. LIMITATION OF LIABILITY
13.1 General Limitations. UNDER NO CIRCUMSTANCES WILL OSF, OR ANY OF OSF’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING ATTORNEYS’ FEES) OR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER ECONOMIC ADVANTAGE, IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR RESULTING FROM USE OF OR ACCESS TO THE PRODUCT(S) AND SOFTWARE OR THE INABILITY TO USE OR ACCESS THE PRODUCTS OR ANY OFFERING IN THE PRODUCT(S) AND SOFTWARE, INCLUDING FAILURE OF ESSENTIAL PURPOSE, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE, AND WHETHER OR NOT OSF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
13.2 Cap on Liability. NOTWITHSTANDING THE PROVISIONS OF PARAGRAPH 13.1, ABOVE, IN NO EVENT WILL OSF’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE, AND REGARDLESS OF THE FORM OF ACTION, FOR DAMAGES ATTRIBUTABLE TO THE PROGRAM(S) OR SOFTWARE EXCEED THE LICENSE FEES, IF ANY, WHICH HAVE ACTUALLY BEEN PAID TO OSF BY YOU WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO SUCH LIABILITY. OSF SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER RELATING TO ANY PRODUCTS, SOFTWARE OR SERVICES NOT PROVIDED TO YOU BY OSF.
