OppSites is providing a Software as a Service (SaaS). Customer acknowledges that OppSites owns the Service, and that it contains proprietary and confidential information that belongs exclusively to OppSites. Customer acknowledges that Service is being provided on an as-is basis.
OppSites reserves the right to modify the Service (or any part thereof) without prior notice to Customer. OppSites may provide notice of any such changes to the Service by posting them on its website and/or sending email to customers. OppSites has no obligation to provide, or continue to provide any part of the Service, now or in the future, except for those services defined and incorporated as part of PREMIER member agreements.
Customer is responsible for all activity that takes place under customer accounts, whether authorized or not. Customer is solely responsible for (i) the configuration of Customer's Services account, (ii) the operation, performance and security of Customer's equipment, networks and other computing resources used to connect to the Services; (iii) maintaining the confidentiality of Customer's accounts, user id's and passwords used in conjunction with the Services; and (iv) all uses of the Services by Customer and its users. Customer will notify OppSites immediately of any unauthorized use of its account or any other breach of security. OppSites will not be liable for any loss that Customer may incur as a result of a third party using its password or account, and Customer may be held liable for any such losses incurred by OppSites and/or another party, except to the extent caused by the willful misconduct of OppSites.
Customer is solely responsible for the accuracy of all information, documents, data, correspondence, contact lists, and related graphics of any kind (Submission) without exception, provided, uploaded, or linked to OppSites under Customer Account. OppSites makes no claim as to the accuracy of any Submissions provided under Customer Account, whether or not authorized by Customer, without exception. Customer guarantees that it has the right to provide or post Submissions.
Customer shall not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose, without express written consent of OppSites. Customer may integrate OppSites into workflow, provide links to OppSites content, and may market, advertise, and solicit third parties to provide content, under Customer accounts.
OppSites shall have sole and exclusive discretion to determine applicability of the restrictions set forth above and any violations thereof.
You may not hack, "scrape" or "crawl" OppSites, whether directly or through intermediaries such as spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds, or otherwise access or attempt to access any information that OppSites has not intentionally made available through the interfaces and Services on its website.
Some of the OppSites Services implement the mapping or other services provided by Third Parties. Your use of Third Party Services is subject to their respective Terms of Service.
Customer has no right, title or interest in or to the Services or any components provided by OppSites in connection with the Services or any intellectual property rights related thereto. Customer acknowledges that OppSites retains all proprietary right, title and interest in and to, or practiced in connection with, the Services and any components, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.
OppSites does not claim ownership of any information, documents, data, correspondence, contact lists, and related graphics of any kind (Submission) Customer either creates on Oppsites or uploads to OppSites; Customer entitles OppSites to irrevocable, perpetual, royalty-free worldwide license to (a) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate Customer Submissions, in connection with the Services or in any other media, and (b) sublicense these rights, to the maximum extent permitted by applicable law. This will be done without acknowledgment of or compensation to Customer. OppSites is under no obligation to post or use any Submission Customer may provide. OppSites may remove any Submissions at any time in its sole discretion.
OppSites may contain links to other resources and businesses on the Internet, called here "links" or "Linked Sites." Those links may be provided by Customers or by OppSites. OppSites is not responsible for the accuracy of any contents of any Linked Site. That includes, without limitation, any further link contained in a Linked Site, and any changes or updates to a Linked Site. OppSites is not responsible for any other form of transmission received from any Linked Site. OppSites is not legally authorized to use any trade name, registered trademark, logo, official seal, or copyrighted symbol that may appear in the links.
OppSites does not represent or warrant that (i) the use of the Services will be timely, uninterrupted or error free, or operate in combination with any other hardware, software, system or data, (ii) the Services will meet customer's requirements or expectations, or (iii) errors or defects will be corrected. OppSites entire liability and Customer's exclusive remedy under this warranty will be, at OppSites sole option and subject to applicable law, to provide conforming service or to terminate the non-conforming Services and this agreement or the applicable order, and provide a pro-rated refund of any prepaid fees from the period of non-conformance through the end of the remaining term. To the extent permitted by applicable law, OppSites disclaims all other warranties and conditions, whether express, implied, statutory or otherwise, including any express or implied warranties of merchantability, satisfactory quality, title, fitness for a particular purpose and non-infringement.
OppSites reserves the right, in its sole discretion, to downgrade or terminate Customer access both to the OppSites website and to its services, at any time with notice. OppSites also reserves the right to modify or discontinue, either temporarily or permanently, any part of its service with notice. You agree that OppSites will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
The information, software, data, and Services made available through OppSites websites may include inaccuracies or typographical errors. OppSites make no representations about the suitability, reliability, availability, timeliness, and accuracy of the Submissions, information, software, data, or services, contained on OppSites for any purpose.
OppSites does not endorse, and takes no responsibility for Submissions, services, data, Web sites, and materials provided by OppSites or by Third Parties. You understand that OppSites has no obligation to, and generally does not, approve or monitor materials provided by third parties through the Services. Customer dealings with any third party arising in connection with the Services are solely between you and such third party, and OppSites takes no responsibility for any damages or costs of any type arising out of or in any way connected with your use of Services or dealings with Third Parties.
Information received via OppSites should not be relied upon for personal, legal, or financial decisions. To the maximum extent permitted by applicable law, all information, software, content, products, services, documents, and graphics are provided "AS IS", without warranty or condition of any kind.
OppSites shall not be liable for any direct, indirect, incidental, special, or consequential damages. This is so whether the damages are based on contract, tort, negligence, strict liability, or otherwise. This disclaimer includes, without limitation, damages for any of the following:
(a) for the loss of use, data, or profits, in any way connected with the use or performance of OppSites; (b) for the delay or inability to use OppSites or related services; (c) for any Submission, information, software, data, services, text, or graphics obtained through the use of OppSites.
You hereby agree, at your expense, to indemnify, defend, and hold OppSites harmless from and against any loss, cost, damages, liability, or claim related to your use of the Service except to the extent caused by willful misconduct of OppSites.
Customer agrees to release, indemnify, defend and hold OppSites and its affiliates and their officers, employees, directors and agents harmless from any and all claims and demands, losses, damages, expenses, including reasonable attorneys' fees, or actions of any kind arising out of any third party claim relating to or arising out of your breach of these Terms of Service, your use of the Services, your violation of any law or the trade secrets, rights or privacy of a third party, or any Submission made through your user account or that you otherwise make available through the Services.
If you are a California Customer, you hereby waive California Civic Code Section 1542, which says:
"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."
If you are a resident of some other State or jurisdiction, you waive any similar or comparable statute or doctrine that might be in effect there.
You release OppSites, its affiliates, and their respective directors, officers, employees and agents from all liability related to any and all claims and demands you may assert against any third party arising out of the Services.
You agree that the Agreement is the complete Agreement for the services ordered by you, and that the Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. If any term of the agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the Agreement. The Agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted by authorized representatives of you and of OppSites.