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Terms of Use Agreement
Welcome to our Web site. By using our site, you are agreeing to comply
with and be bound by the following terms of use. Please review the following
terms carefully. If you do not agree to these terms, you should not use this
site. The term "Open By Us.com" or "Open By Us" or "us" or "we" or "our" refers
to Open By Us, Inc., the owner of the Web site. The term "you" refers
to the user or viewer of our Web Site.
- 1. Acceptance of Agreement.
You agree to the terms and conditions outlined in this Terms of Use Agreement
("Agreement") with respect to our site (the "Site"). This Agreement constitutes
the entire and only agreement between us and you, and supersedes all prior
or contemporaneous agreements, representations, warranties and understandings
with respect to the Site, the content, products or services provided by or
through the Site, and the subject matter of this Agreement. This Agreement
may be amended at any time by us from time to time without specific notice
to you. The latest Agreement will be posted on the Site, and you should review
this Agreement prior to using the Site.
The content, organization, graphics, design, compilation, magnetic translation,
digital conversion and other matters related to the Site are protected under
applicable copyrights, trademarks and other proprietary (including but not
limited to intellectual property) rights. The copying, redistribution, use
or publication by you of any such matters or any part of the Site, except as
allowed by Section 4 below, is strictly prohibited. You do not acquire ownership
rights to any content, document or other materials viewed through the Site.
The posting of information or materials on the Site does not constitute a waiver
of any right in such information and materials. Some of the content on
the site is the copyrighted work of third parties.
"OpenByUs.com" or "Open By Us" and others are our service marks
or registered service marks or trademarks. Other product and company
names mentioned on the Site may be trademarks of their respective owners.
- 4. Limited License; Permitted Uses.
You are granted a non-exclusive, non-transferable, revocable license (a) to
access and use the Site strictly in accordance with this Agreement; (b) to
use the Site solely for internal, personal, non-commercial purposes; and (c)
to print out discrete information from the Site solely for internal, personal,
non-commercial purposes and provided that you maintain all copyright and other
policies contained therein. No print out or electronic version of any
part of the Site or its contents may be used by you in any litigation or arbitration
matter whatsoever under any circumstances.
- 5. Restrictions and Prohibitions on Use.
Your license for access and use of the Site and any information, materials
or documents (collectively defined as "Content and Materials") therein are
subject to the following restrictions and prohibitions on use: You may
not (a) copy, print (except for the express limited purpose permitted by Section
4 above), republish, display, distribute, transmit, sell, rent, lease, loan
or otherwise make available in any form or by any means all or any portion
of the Site or any Content and Materials retrieved therefrom; (b) use the Site
or any materials obtained from the Site to develop, of as a component of, any
information, storage and retrieval system, database, information base, or similar
resource (in any media now existing or hereafter developed), that is offered
for commercial distribution of any kind, including through sale, license, lease,
rental, subscription, or any other commercial distribution mechanism;
(c) create compilations or derivative works of any Content and Materials from
the Site; (d) use any Content and Materials from the Site in any manner that
may infringe any copyright, intellectual property right, proprietary right,
or property right of us or any third parties; (e) remove, change or obscure
any copyright notice or other proprietary notice or terms of use contained
in the Site; (f) make any portion of the Site available through any timesharing
system, service bureau, the Internet or any other technology now existing or
developed in the future; (g) remove, decompile, disassemble or reverse engineer
any Site software or use any network monitoring or discovery software to determine
the Site architecture; (h) use any automatic or manual process to harvest information
from the Site; (i) use the Site for the purpose of gathering information for
or transmitting (1) unsolicited commercial email; (2) email that makes use
of headers, invalid or nonexistent domain names, or other means of deceptive
addressing; and (3) unsolicited telephone calls or facsimile transmissions;
(j) use the Site in a manner that violates any state or federal law regulating
email, facsimile transmissions or telephone solicitations; and (k) export or
re-export the Site or any portion thereof, or any software available on or
through the Site, in violation of the export control laws or regulations of
the United States.
- 6. Forms, Agreements & Documents
We may make available through the Site or through other Web sites sample and
actual forms, checklists, business documents and legal documents (collectively, "Documents"). All
Documents are provided on a non-exclusive license basis only for your personal
one-time use for non-commercial purposes, without any right to re-license,
sublicense, distribute, assign or transfer such license. Documents are
provided for a charge and without any representations or warranties,
express or implied, as to their suitability, legal effect, completeness, currentness,
accuracy, and/or appropriateness. The Documents are provided "as is", "as
available", and with "all faults", and we and any provider of the Documents
disclaim any warranties, including but not limited to the warranties of merchantability
and fitness for a particular purpose. The Documents may be inappropriate
for your particular circumstances. Furthermore, state laws may require
different or additional provisions to ensure the desired result. You
should consult with legal counsel to determine the appropriate legal or business
documents necessary for your particular transactions, as the Documents are
only samples and may not be applicable to a particular situation. Some
Documents are public domain forms or available from public records.
- 7. No Legal Advice or Attorney-Client Relationship.
Information contained on or made available through the Site is not intended
to and does not constitute legal advice, recommendations, mediation or counseling
under any circumstance and no attorney-client relationship is formed. We
do not warrant or guarantee the accurateness, completeness, adequacy or currency
of the information contained in or linked to the Site. Your use of information
on the Site or materials linked to the Site is entirely at your own risk. We
are not a law firm and the Site is not a lawyer referral service.
You may provide links to the Site, provided (a) that you do not remove or
obscure, by framing or otherwise, advertisements, the copyright notice, or
other notices on the Site, (b) your site does not engage in illegal or pornographic
activities, and (c) you discontinue providing links to the Site immediately
upon request by us.
The Site may contain advertising and sponsorships. Advertisers and sponsors
are responsible for ensuring that material submitted for inclusion on the Site
is accurate and complies with applicable laws. We are not responsible
for the illegality or any error, inaccuracy or problem in the advertiser's
or sponsor's materials.
Certain sections of, or offerings from, the Site may require you to register. If
registration is requested, you agree to provide us with accurate, complete
registration information. Your registration must be done using your real
name and accurate information. Each registration is for your personal
use only and not on behalf of any other person or entity. We do not permit
(a) any other person using the registered sections under your name; or (b)
access through a single name being made available to multiple users on a network. You
are responsible for preventing such unauthorized use.
- 11. Errors, Corrections and Changes.
We do not represent or warrant that the Site will be error-free, free of viruses
or other harmful components, or that defects will be corrected. We do
not represent or warrant that the information available on or through the Site
will be correct, accurate, timely or otherwise reliable. We may make
changes to the features, functionality or content of the Site at any time. We
reserve the right in our sole discretion to edit or delete any documents, information
or other content appearing on the Site.
Third party content may appear on the Site or may be accessible via links
from the Site. We are not responsible for and assume no liability for
any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity,
pornography or profanity in the statements, opinions, representations or any
other form of content on the Site. You understand that the information
and opinions in the third party content represent solely the thoughts of the
author and is neither endorsed by nor does it necessarily reflect our belief.
We reserve the right to investigate complaints or reported violations of this
Agreement and to take any action we deem appropriate, including but not limited
to reporting any suspected unlawful activity to law enforcement officials,
regulators, or other third parties and disclosing any information necessary
or appropriate to such persons or entities relating to your profile, email
addresses, usage history, posted materials, IP addresses and traffic information.
You agree to indemnify, defend and hold us and our partners, agents, officers,
directors, employees, subcontractors, successors, assigns, third party suppliers
of information and documents, attorneys, advertisers, product and service providers,
and affiliates (collectively, "Affiliated Parties") harmless from any liability,
loss, claim and expense, including reasonable attorney's fees, related to your
violation of this Agreement or use of the Site.
Your right to use the Site is not transferable or assignable. Any password
or right given to you to obtain information or documents is not transferable
or assignable.
THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS," "AS
AVAILABLE," WITH "ALL FAULTS", AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE
DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND
SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR
AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION
OR SERVICE, EXCEPT AS PROVIDED IN SECTION 17(b). IN PARTICULAR, BUT NOT AS
A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR
LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED
ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS
OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS,
SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT
SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION
OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED
WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.
- 17. Limitation of Liability
(a) We
and any Affiliated Party shall not be liable for any loss, injury, claim, liability,
or damage of any kind resulting in any way from (a) any errors in or omissions
from the Site or any services or products obtainable therefrom, (b) the
unavailability or interruption of the Site or any features thereof, (c) your
use of the Site, (d) the content contained on the Site, or (e) any delay or
failure in performance beyond the control of a Covered Party.
(b) THE AGGREGATE LIABILITY OF US AND
THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING
TO THE SITE AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED
HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF
ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.
We reserve the right, and you authorize us, to the use and assignment of all
information regarding Site uses by you and all information provided by you
in any manner consistent with our Privacy Policy. All remarks, suggestions,
ideas, graphics, or other information communicated by you to us (collectively,
a "Submission") will forever be our property. We will not be required to
treat any Submission as confidential, and will not be liable for any ideas
(including without limitation, product, service or advertising ideas) and will
not incur any liability as a result of any similarities that may appear in
our future products, services or operations. Without limitation, we will have
exclusive ownership of all present and future existing rights to the Submission
of every kind and nature everywhere. We will be entitled to use the Submission
for any commercial or other purpose whatsoever, without compensation to you
or any other person sending the Submission. You acknowledge that you are responsible
for whatever material you submit, and you, not us, have full responsibility
for the message, including its legality, reliability, appropriateness, originality,
and copyright.
- 19. Third-Party Services.
We may allow access to or advertise certain third-party product or service
providers ("Merchants") from which you may purchase certain goods or services.
You understand that we do not operate or control the products or services offered
by Merchants. Merchants are responsible for all aspects of order processing,
fulfillment, billing and customer service. We are not a party to the transactions
entered into between you and Merchants. You agree that use of or purchase from
such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY
US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS
FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE
WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS
OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED
TO OUR SITE.
- 20. Third-Party Merchant Policies.
All rules, policies (including privacy policies) and operating procedures
of Merchants will apply to you while on any Merchant sites. We are not responsible
for information provided by you to Merchants. We and the Merchants are independent
contractors and neither party has authority to make any representations or
commitments on behalf of the other.
Our Privacy Policy, as it may change from time to time, is a part of this
Agreement. You must review this Privacy Policy by clicking on this link.
You represent and warrant that if you are purchasing something from us or
from Merchants that (i) any credit information you supply is true and complete,
(ii) charges incurred by you will be honored by your credit card company, and
(iii) you will pay the charges incurred by you at the posted prices, including
any applicable taxes.
The Site may include statements concerning our operations, prospects, strategies,
financial condition, future economic performance and demand for our products
or services, as well as our intentions, plans and objectives (particularly
with respect to product and service offerings), that are forward-looking statements.
These statements are based upon a number of assumptions and estimates which
are subject to significant uncertainties, many of which are beyond our control.
When used on our Site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and
similar expressions are intended to identify forward-looking statements designed
to fall within securities law safe harbors for forward-looking statements.
The Site and the information contained herein does not constitute an offer
or a solicitation of an offer for sale of any securities. None of the information
contained herein is intended to be, and shall not be deemed to be, incorporated
into any of our securities-related filings or documents.
- 24. Links to other Web Sites.
The Site contains links to other Web sites. We are not responsible for the
content, accuracy or opinions express in such Web sites, and such Web sites
are not investigated, monitored or checked for accuracy or completeness by
us. Inclusion of any linked Web site on our Site does not imply approval or
endorsement of the linked Web site by us. If you decide to leave our Site and
access these third-party sites, you do so at your own risk.
- 25. Copyrights and Copyright Agents.
We respect the intellectual property of others, and we ask you to do the same.
If you believe that your work has been copied in a way that constitutes copyright
infringement, please provide our Copyright Agent the following information:
- a. An electronic or physical signature of the person authorized to act
on behalf of the owner of the copyright interest;
- b. A description of the copyrighted work that you claim has been infringed;
- c. A description of where the material that you claim is infringing is
located on the Site;
- d. Your address, telephone number, and email address;
- e. A statement by you that you have a good faith belief that the disputed
use is not authorized by the copyright owner, its agent, or the law; and
- f. A statement by you, made under penalty of perjury, that the above information
in your Notice is accurate and that you are the copyright owner or authorized
to act on the copyright owner's behalf.
Our Copyright Agent for Notice of claims of copyright infringement on the
Site can be reached by directing an e-mail to the Copyright Agent at smr@openbyus.com
- 26. Information and Press Releases.
The Site contains information and press releases about us. We disclaim any
duty or obligation to update this information or any press releases. Information
about companies other than ours contained in the press release or otherwise,
should not be relied upon as being provided or endorsed by us.
You agree to comply with all applicable domestic and international laws, statutes,
ordinances and regulations regarding your use of the Site and the Content and
Materials provided therein.
- 28. Refund and Return Policy.
To the extent that you purchase any goods or services directly from us, we
will refund you your purchase price within 30 days of you notifying us in writing
of your desire for the refund, together with the reason for the request, with
the product or service returned to us in substantially the same condition as
when purchased. Please note , however, that certain products and services mentioned
on our site are sold by third parties or are linked to third party Web sites,
and we have no responsibility or liability for those products or services.
You may request a refund by contacting us by email at smr@openbyus.com.
You may obtain any additional information concerning our refund and return
policy, including our mailing address, by contacting us at smr@openbyus.com.
This Agreement shall be treated as though it were executed and performed in Michigan, and shall be governed by and construed in accordance with the laws
of the State of Illinois (without regard to conflict of law principles). Any
cause of action by you with respect to the Site (and/or any information, Documents,
products or services related thereto) must be instituted within one (1) year
after the cause of action arose or be forever waived and barred. All actions
shall be subject to the limitations set forth in Section 16 and Section 17.
The language in this Agreement shall be interpreted as to its fair meaning
and not strictly for or against any party. This Agreement and all incorporated
agreements and your information may be automatically assigned by us in our
sole discretion to a third party in the event of an acquisition, sale or merger. Should
any part of this Agreement be held invalid or unenforceable, that portion shall
be construed consistent with applicable law and the remaining portions shall
remain in full force and effect. To the extent that anything in or associated
with the Site is in conflict or inconsistent with this Agreement, this Agreement
shall take precedence. Our failure to enforce any provision of this Agreement
shall not be deemed a waiver of such provision nor of the right to enforce
such provision. Our rights under this Agreement shall survive any termination
of this Agreement.
Any legal controversy or legal claim arising out of or relating to this Agreement
or our services, excluding legal action taken by us to collect or recover damages
for, or obtain any injunction relating to, Site operations, intellectual property,
and our services, shall be settled solely by binding arbitration in accordance
with the commercial arbitration rules of JAMS. Any such controversy or
claim shall be arbitrated on an individual basis, and shall not be consolidated
in any arbitration with any claim or controversy of any other party. The
arbitration shall be conducted in Michigan, and judgment on the arbitration
award may be entered into any court having jurisdiction thereof. Either
you or us may seek any interim or preliminary relief from a court of competent
jurisdiction in Michigan necessary to protect the rights or property
of you and us pending the completion of arbitration. Each party shall
bear one-half of the arbitration fees and costs incurred through JAMS.
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