Last updated: May 17, 2018
1. Use of the Orion Properties.
The Website and the information and content available on the Website (collectively, the “Orion Properties”) are protected by copyright laws throughout the world. Unless otherwise specified by Orion in a separate license, your right to use any Orion Properties is subject to the Terms.
Individuals authorized by Customer to access the Services (an “Authorized User”) may submit content or information to the Services, such as messages or files (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels, or consolidate workspaces or channels with other workspaces or channels. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please review the Help Center pages for more information about these choices and instructions.
Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.
2.1 Registering Your Account. In order to access certain features of Orion Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a user of the Website (“User”) who has registered an account on the Website (“Account”).
2.2 Registration Data. In registering for the an Account, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Orion Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Orion Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify Orion immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Orion has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Orion has the right to suspend or terminate your Account and refuse any and all current or future use of Orion Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use Orion Properties if you have been previously removed by Orion, or if you have been previously banned from any of Orion Properties.
3.1 Orion Properties. You agree that Orion and its suppliers own all rights, title and interest in Orion Properties (including but not limited to, any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Orion Properties (“Content”)). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website or Orion Properties.
3.2 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Orion.
3.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Orion through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Orion has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Orion a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Orion Properties.
4. User Conduct.
You agree that you will not, under any circumstances: (a) interfere or attempt to interfere with the proper functioning of Orion Properties or connect to or use Orion Properties in any way not expressly permitted by the Terms; (b) systematically retrieve data or other content from our Orion Properties to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise; (c) use, display, mirror or frame Orion Properties, or any individual element within Orion Properties, Orion’s name, any Company trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Orion’s express written consent; (d) use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through Orion Properties or that is in transit from or to Orion Properties, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by Orion Properties; (e) intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or Orion Properties, whether through the use of a network analyzer, packet sniffer or other device; (f) make any automated use of Orion Properties, or take any action that imposes or may impose (in Orion’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for Orion Properties; (g) bypass any robot exclusion headers or other measures Orion takes to restrict access to Orion Properties, or use any software, technology or device to send content or messages, scrape, spider or crawl Orion Properties, or harvest or manipulate data; (h) use, facilitate, create, or maintain any unauthorized connection to Orion Properties, including, but not limited to: (1) any connection to any unauthorized server that emulates, or attempts to emulate, any part of Orion Properties; or (2) any connection using programs, tools or software not expressly approved by Orion; (i) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide Orion Properties, or to obtain any information from Orion Properties; (j) Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (k) upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
5. Third-Party Websites & Ads.
Orion Properties may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (collectively, “Third-Party Websites & Ads”). When you click on a link to a Third-Party Website or Ad, we will not warn you that you have left Orion Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of Orion. Orion is not responsible for any Third-Party Websites & Ads. Orion provides these Third-Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
6. Purchase Terms.
6.2 Product Descriptions. Descriptions, images, references, features, content, specifications, products, prices, and availability of any Products are subject to change without notice, and our current prices can be found on the Website. We make reasonable efforts to accurately display the attributes of our Products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any Products on the Website at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the possession, use, and sale of any item purchased through the Website. By placing an order, you represent that the Products ordered will be used only in a lawful manner. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any Product; to honor or impose conditions on the honoring of, any coupon, coupon code, promotional code, or other similar promotions; to bar any user from making any or all purchases; and to refuse to provide any user with any product or service.
6.3 Product Acceptance. A Product is deemed irrevocably accepted upon your use of the Product.
6.4 Orders. Title and risk of loss for any purchases pass to you upon our delivery to our carrier. When you place an order, we will not charge you at the time the order is placed. We reserve the right to ship partial orders (at no additional cost to you), and the portion of any order that is partially shipped may be charged at the time of shipment.
6.5 Product Warranties and Returns. Orion provides certain limited warranties to our Products as set forth on our Warranty Page located which is incorporated herein by reference. In the event the Products do not conform to the limited warranties set forth therein, Orion will provide you the remedy set forth on the Warranty Page.
6.6 Pre-Orders. From time to time, you may pre-order certain Products on the Website (each, a “Pre-Order”).
(a) Registration. When you place a Pre-Order for the Product, you will be required to provide certain information, such as your address and billing information. You represent and warrant that all such information is accurate, and you shall ensure that such information is kept current. Orion shall have no responsibility or liability for inaccurate information or information that later becomes outdated and shall have no obligation to make efforts to determine the correct contact or shipping information. You can update your information at any time prior to shipment of the Product by sending an email to email@example.com.
(b) Payment. You will be charged the Purchase Price at the time you place your Pre-Order for the Product. Your placing of the Pre-Order constitutes your express agreement for Orion to charge your provided payment method at such time.
(c) Shipping. Any Product sold pursuant to a Pre-Order is being sold before it is ready to ship. Such Products are expected to be ready to ship by the estimated shipment date set forth on the Website (the “Estimated Shipment Date”). If the Product will not be available to ship by the Estimated Shipment Date, 16 CFR Part 435 rules (the “FTC Rules”) require the Company to offer you the choice of either a refund or to wait until a new expected ship date. See the FTC Rules for full details regarding Company’s legal obligations here.
6.7 Overseas Delivery. When you order Products for overseas delivery, you may be subject to import duties and taxes, which are levied when the package with the products arrives at the destination that you specified. Any charges for customs clearance have to be borne by you, as Orion has no control over such charges and cannot foresee the amount charged (if any). Since customs policies vary from country to country, you should contact the customs office in the country where you have us ship your products to get more information. Please also be aware that you are considered the importer of record and must comply with all laws and regulations of such country.
You agree to indemnify and hold Orion, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Orion Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, Orion Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Orion reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Orion in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Orion Properties.
8. Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF ORION PROPERTIES IS AT YOUR SOLE RISK, AND ORION PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED IN ORION’S LIMITED WARRANTY, THE ORION PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ORION PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) ORION PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF ORION PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF ORION PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN ORION PROPERTIES WILL BE CORRECTED.
9. Limitation of Liability.
9.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ORION PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ORION PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF ORION PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE ORION PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH ORION PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON ORION PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO ORION PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
9.2 Cap on Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL ORION BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHATSOEVER, ARISING OUT OF THESE TERMS, ANY PRODUCTS OR PRE-ORDER. IN NO EVENT SHALL ORION’S TOTAL LIABILITY TO YOU EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER, OR (B) FIFTY DOLLARS ($50).
9.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
10. Term and Termination.
The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Orion Properties, unless terminated earlier in accordance with the Terms. You may delete your Account at anytime by emailing Orion at firstname.lastname@example.org. Orion may terminate your Account if (a) you are in breach of these Terms; (b) Orion decides in its sole discretion to stop providing Products; or (c) for any or no reason, without giving you notice. All provisions of the Terms which by their nature should survive, shall survive termination of these Terms, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
Customer agrees to pay all fees associated with the Product and Software being provided. These fees consist of one-time hardware charges associated with the Product, monthly recurring or term-based charges associated with the Software, and/or usage-based and non-recurring charges associated with add-on Product and Software (“Add-on Solutions”) which may be enabled by Orion or in some cases by the Customer via self-service functions within the Software. Whatever is being purchased, these fees are collectively referred to as “Solution Fees”. In all instances, fairly to fulfill payment obligations per the payment terms can result in suspension of Orion service. The Solution Fees will be charged in advance and are non-refundable, meaning recurring monthly and term commitment fees are not returned or refunded to Customer in the event Customer terminates before the end of the relevant month or the conclusion of the committed term. Unless via another approved payment method, Orion will charge the Customer credit card without invoice either in advance, on or around the first day of each monthly billing cycle or the first day of the term commitment period, as applicable. For certain Add-on Solutions that require a separate term commitment, an early termination fee may be billed to Customer if terminated before completion of the required term. In the case of Add-on Solutions enabled by Customer via the self-service functions within the Software, Customer may be able to terminate these Add-on Solutions without involving Orion. In these instances, affirmatively deleting such Add-on Solutions from directly within the Software takes effective immediately and the aforementioned early termination terms and conditions will apply where applicable.
11.1 Violations. If Orion becomes aware of any possible violations by you of the Terms, Orion reserves the right to investigate such violations. If, as a result of the investigation, Orion believes that criminal activity has occurred, Orion reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Orion is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Orion Properties, including Your Content, in Orion’s possession in connection with your use of Orion Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Orion, its Users or the public, and all enforcement or other government officials, as Orion in its sole discretion believes to be necessary or appropriate.
Unless Customer has entered into a written agreement with Orion to the contrary, Customer acknowledges that Orion is not a “Business Associate” as defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced (“HIPAA”), and that the Services are not HIPAA compliant. Customer must not use, disclose, transmit or otherwise process any “Protected Health Information” as defined in HIPAA (“PHI”) through the Services. Customer agrees that we cannot support and have no liability for PHI received from Customer, notwithstanding anything to the contrary herein.
11.2 Breach. In the event that Orion determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Orion Properties, Orion reserves the right to: (a) Warn you via e-mail (to any e-mail address you have provided to Orion) that you have violated the Terms; (b) Discontinue your registration(s) with the any of Orion Properties; (c) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (d) Pursue any other action which Orion deems to be appropriate.
12. International Users.
Orion Properties can be accessed from countries around the world and may contain references to Products and Content that are not available in your country. These references do not imply that Orion intends to announce such Products or Content in your country. Orion Properties are controlled and offered by Orion from its facilities in the United States of America. Orion makes no representations that Orion Properties are appropriate or available for use in other locations. Those who access or use Orion Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to email@example.com stating that it does not wish to be used as a reference.
14. General Provisions.
14.1 Electronic Communications. The communications between you and Orion use electronic means, whether you visit Orion Properties or send Orion e-mails, or whether Orion posts notices on Orion Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Orion in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Orion provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
14.2 Release. You hereby release Orion Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Orion Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Orion Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
14.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Orion’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
14.4 Force Majeure. Orion shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
14.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Orion Properties, please contact us at: firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
14.6 Limitations Period. YOU AND ORION AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, ORION PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14.7 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Orion that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and Orion, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Orion should be sent to: [ADD ADDRESS]. After the Notice is received, you and Orion may attempt to resolve the claim or dispute informally. If you and Orion do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00 ) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If you initiate an arbitration in which you seek less than $500 in damages and comply with the Terms, including the Notice Requirement, Orion shall reimburse you for your AAA filing fee, and shall pay all administration and arbitrator fees up to a total amount of $500. If the Arbitrator grants you an award, the company will reimburse your attorney’s fees.
(d) Additional Rules for Non-appearance Based Arbitration: If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
(e) Time Limits. If you or Orion pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Orion, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Orion.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Orion in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND ORION WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This Paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or effect any other portion of this Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
(m) Small Claims Court. Notwithstanding the foregoing, either you or Orion may bring an individual action in small claims court.
(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Claims Not Subject To Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement.
(p) Courts. In any circumstances where the foregoing Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within San Mateo County, California, for such purpose.
14.8 Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
14.9 Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English. C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
14.10 Notice. Where Orion requires that you provide an e-mail address, you are responsible for providing Orion with your most current e-mail address. In the event that the last e-mail address you provided to Orion is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Orion’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Orion at the following address: 208 Utah St. #350, San Francisco, California 94103. Such notice shall be deemed given when received by Orion by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
14.11 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
14.12 Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
14.13 Export Control. You may not use, export, import, or transfer Orion Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Orion Properties, and any other applicable laws. In particular, but without limitation, Orion Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Orion Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Orion Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Company are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Orion products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
14.14 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
14.15 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Questions or Additional Information.
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