Terms & Conditions

These Terms of Use (“Terms”) set forth the terms and conditions under which [Orderful USA] (“Orderful”, “we”, or “us”) allows the access to and use of the website located at [www.orderful.io] (together with all associated websites linked to such website by Orderful, THIS “Site”) and the services offered on or available through THIS Site (the “Services”). Some Services are subject to additional terms and conditions. To the extent that any provision of those additional terms and conditions conflicts with these Terms, those additional terms and conditions shall prevail.

Orderful reserves the right to amend, update, add or remove provisions of these Terms from time to time by posting the revised Terms to THIS Site, along with a notice of the effective date of the revised Terms. By using THIS Site after Orderful has updated theSE Terms, you are agreeing to all of the updated Terms.

IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THIS SITE OR THE SERVICES. YOUR USE OF THIS SITE AND THE SERVICES INDICATES YOUR ACCEPTANCE OF THESE TERMS.

Effective Date: November 1, 2018

General Use of this Site and the Services

You agree that you will only use this Site (including features of this Site and the Services) for their intended purpose. You further agree not to: (i) use this Site, any content or other materials on this Site, or any Services for any unlawful purpose; (ii) restrict or inhibit any other user from using and enjoying this Site or any Services, including by means of hacking or defacing any portion of this Site, introducing any virus, worm, trojan horse, time bomb, spyware, or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or otherwise acting in a manner that negatively affects other users’ ability to engage in real time exchanges; (iii) impersonate any other person or entity, or misrepresent your affiliation with any other person or entity; or (iv) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of this Site or any content or other materials on this Site. Any software or documentation included on this Site or in a Service is supplied only under license.

You will not decompile, reverse engineer, modify, adapt, translate, prepare derivative works, disassemble, or otherwise attempt to discover the source code, algorithms or trade secrets underlying this Site or the Services, nor will you allow others to do any of the aforementioned. You may only download those materials from this Site that are expressly designated to be downloaded by users and only on the terms and conditions specified on this Site. You agree not to use technical or other means to circumvent these Terms or any content protection technology used on this Site. Any unauthorized use, transmission, distribution, reproduction, reverse engineering, modification of any downloaded materials, or use thereof for an illegal purpose, is expressly prohibited.

Registered Use of this Site and the Services

You may be required to create an account to become a registered user and/or provide us with information about yourself in order to use or access certain features of this Site or the Services. We reserve the right, in our sole discretion, to restrict, suspend, discontinue, or terminate your account, with or without prior notice or explanation, for any or no reason.

If you become a registered user, you agree: (i) not to choose a user name that violates any law or the intellectual property rights of others, or is offensive; provided that we reserve the right to reject the use of any user name for any reason or no reason and (ii) not to permit any third party to use your user name and password to access the site. If you are registering or using the Services on behalf of your company, you represent and certify that you are an authorized representative of your company with the right to bind your company to these Terms (and any additional terms necessary for access to this Site or the Services). You are solely responsible for maintaining the confidentiality of your account information, including your user name and password. You are solely responsible for any and all activities that occur under your user name and password. You agree to notify us immediately of any unauthorized use of your user name, password or account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your user name, password or account, either with or without your knowledge. You will be held liable for losses incurred by us as a result of the misuse of your user name, password or account.

If you choose to provide us with any information in connection with your registration or as otherwise required in order to use or access certain features of this Site or the Services, you agree: (i) that the information you provide about yourself (and your company if you are opening an account or making a purchase on behalf of your company) in connection with your registration or as otherwise prompted by this Site will be true, accurate, current and complete, and (ii) to maintain and update such information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, we have the right to terminate your account and refuse any and all current or future use of this Site and/or the Services.

By registering with this Site, you consent to receiving electronic communications from us. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Compliance with Law

You represent and warrant that your access or use of this Site and the Services complies with all applicable laws, rules, and regulations, including those related to data privacy, international communications and the transmission of technical or personal data. In addition to and without limiting the requirements about who can use this Site and the Services under these Terms, if you are located in a country that is subject to embargo under the laws of the United States (or under similar laws applicable to you) you may not engage in commercial activities using the Services unless authorized by applicable laws. If you are on the U.S. Treasury Department’s list of Specially Designated Nationals (or an equivalent lists), you may not engage in commercial or business activities using the Services. You also may not access or use the Services if you are prohibited from receiving products, services, or software under applicable law.

Your Data

As between us and you, you retain all right, title and interest (including any intellectual property rights) in and to all data and content with you make available to us in connection with your use of this Site and the Services or post, submit, or display using the Site and the Services (the “Customer Data”). You hereby grant us a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data solely to the extent necessary to provide the Services to you and as set out in this section. You are not responsible for our use of Customer Data.

In addition, you hereby irrevocably represent and warrant to us that (i) you have all necessary power, authority, right, title and/or licenses to grant to us the foregoing right and license and (ii) the posting, submission and display by you of Customer Data on the Site or the Services, and the exercise by us of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party, (iii) none of the Customer Data (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) are discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) are libelous or defamatory.

You agree that we will have the right to use Customer Data to create aggregated data (e.g. with other customers) and statistics (“Aggregate Data”), and we may, during and after the term hereof, use and disclose such Aggregate Data in our sole discretion so long as any disclosed Aggregate Data does not identify you or any individual.

The Site and the Services include functionality that permits you to post, submit or display Customer Data in a manner that is intended to be viewed by other users of the Site and the Services. You agree that we will have the right to share such Customer Data with other users of the Site and the Services.

If you are submitting Customer Data, you are solely responsible for the protection and the integrity of such transmissions and the data contained therein, and shall provide all documents and data in a format as specified by us. The content of Customer Data shall be your sole responsibility. We agree to operate this Site and our Services in a manner that provides commercially reasonable information security for Customer Data, using commercially reasonable data backup, security, and recovery protections. We are not responsible for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to our gross negligence or willful misconduct.

Links to Third-Party Sites

There may be links on this Site to other websites over which we have no control (collectively, “Third-Party Sites”). These links are provided for your convenience only and your use of them is at your own risk. Any or all of the Third-Party Sites may change from time to time. You acknowledge and agree that the Third-Party Sites may have different privacy policies, terms and conditions, user guides and business practices than us, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Sites’ privacy policies, terms and conditions, user guides and business practices. We make no representations whatsoever about the content of any of these Third-Party Sites, or about any of the links contained in the Third-Party Sites that you may access through this Site. We do not endorse or accept any responsibility for the content, or use, of any such Third-Party Sites.

Intellectual Property

All materials on this Site, including, without limitation, all copyrights, trademarks, artwork, images and other elements (collectively, the “Content”), are protected by copyrights and other intellectual property rights owned and controlled by us or by our licensors, and we and our licensors expressly retain all right, title and interest in and to the Content, including, without limitation, all intellectual property rights therein and thereto. Except as otherwise stated in these Terms, none of the Content may be copied, reproduced, distributed, republished, used for the creation of derivative works, downloaded, displayed, posted, framed or transmitted in any form or by any means without the prior written permission of us or the copyright owner. You may not, without our permission, “mirror” any Content contained on this Site on any other server. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You may not delete any proprietary, confidential, or intellectual property rights notices from anything provided on or though this Site or any Service.

Confidentiality

You may receive or be given access to information through this Site or the Services that is not generally known to the public and at the time of disclosure is either identified as, or should reasonably be understood by you to be, proprietary or confidential (“Confidential Information”). Confidential Information includes, but is not limited to, business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; employee, customer and supplier information; and sales and marketing information. You may not disclose Confidential Information to any third party without our written consent. You must protect Confidential Information with at least the same degree of care that is accorded to your confidential information, but in no event less than reasonable care.

You may disclose Confidential Information to your employees, consultants, agents or advisors who have a strict need to know such Confidential Information and are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in these Terms. The foregoing obligations shall not apply to any Confidential Information that you can demonstrate: (i) you possessed, without any obligation of confidentiality, prior to disclosure to you by us or our representatives; (ii) is or becomes publicly available without breach of these Terms by you; (iii) is or was independently developed by you without the use of any Confidential Information; or (iv) is or was received by you from a third party that does not have an obligation of confidentiality to us or our affiliates.

Indemnification

By using this Site and/or a Service you agree to indemnify and hold us and our officers, directors, employees, affiliates, agents, representatives and business partners, and their respective officers, directors, employees, affiliates, agents and representatives (collectively, the “Released Parties”) harmless from any and all claims and expenses (including attorneys’ fees) a Released Party suffers in relation to or arising from your use of this Site or the Content, Services, or other materials on this Site, your breach of any term or condition contained in these Terms or any other agreement applicable to any Services, or your submission of information or materials to us by any means or from any person’s use of any account or password you maintain with us or this Site, regardless of whether such use is authorized by you. By using this Site or the Services, or submitting any ideas and/or related materials to us, you are hereby agreeing to release the Released Parties from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to any Services or to any disputes regarding use of ideas and/or related materials submitted to us.

YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES IN RELEVANT PART: “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 IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Disclaimer of Warranties

THIS Site and the Services are provided “as is” without warranties of any kind, either express or implied, and we make no guarantees that they always will be safe, secure, or free of errors, viruses or other harmful components, or that they will function without interruptions, delays, or imperfections. To the fullest extent permitted by law, we also DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THIS SITE OR THE CONTENT OR MATERIALS ON THIS SITE OR ANY WEB SITES LINKED TO THIS SITE OR ANY SERVICES. You acknowledge that your use of this Site and the Services, and any information available through this Site is at your own risk.

Limitation on Liability

Our liability shall be limited to the fullest extent permitted by applicable law, and in no event will we be liable to you for any indirect, INCIDENTAL, special, consequential, PUNITIVE, or exemplary damages (including, without limitation, any LOSS OF profits, LOSS OF revenues, LOSS OF Information, LOSS OF data, LOSS OF GOODWILL, business interruption, OR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE SERVICS) arising out of or related to these Terms or the Services, even if we have been advised of the possibility of such damages AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE. Our aggregate liability arising out of or relating to these Terms or the Services will not exceed the greater of $100 or the amount you have paid us in the past twelve months.

Jurisdiction and Governing Law

The use of this Site, the Services, the Content or any other materials on this Site, and these Terms are governed by the laws of the United States and the State of California, without regard to its conflict of laws provisions. You agree that any claim, cause of action, or dispute you have against us that arises out of or relates to any access or use of this Site or the Services must be resolved exclusively in the U.S. District Court for the Northern District of California or a state court located in San Mateo County, and that you submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim. This Site is maintained, controlled, operated and administered by us from within the United States of America (“U.S.”). We make no representation that the Content, Services, or any other materials on this Site are appropriate for use at locations outside of the U.S. and access to this Site from countries where such Content, Services, or other materials are illegal is prohibited.

General

If we determine in our sole discretion that your use of this Site or any Service violates any of these Terms, is harmful or disruptive to us, or violates applicable law, we may terminate of your use of this Site or any Service with or without notice to you. If for any reason a court of competent jurisdiction finds any provision of these Terms to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms will continue in full force and effect. Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. These Terms represent the entire agreement between you and us relating to the use of this Site and the Services and supersede all prior or contemporaneous negotiations, discussions or agreements between you and us about this Site or the Services. We reserve all rights not expressly granted to you.

Contact Us

If you have any questions about these Terms or otherwise need to contact us for any reason, please contact us at +1 855-965-1887.

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