Professional Services: Company will use commercially reasonable efforts to provide Customer the following professional consulting services and product offerings (collectively, the “Services”).
Platform License: Further, Company hereby grants Customer a limited, non-exclusive and non-transferable license, without right of sublicense, during the Term to access the Owners Platform (the “OP”) subject to the terms and conditions of the Agreement. All rights in the Services and the OP not expressly granted hereunder are reserved to Company.
Consent and Release: Customer hereby acknowledges and agrees that in connection with the Services provided hereunder, Customer may be photographed, interviewed, filmed, audio recorded, visually recorded, or otherwise recorded (the “Recordings”) by Company and its agents during the Term. Company shall own all rights in and to the Recordings, including without limitation, the perpetual, exclusive, and unencumbered rights to use, edit, reproduce, display, perform, create derivative works based upon, distribute, sublicense, assign, publish, promote, market, and otherwise exhibit the Recordings, for any non-commercial, commercial, promotional, and/or any other purpose, in whole or in part, in any manner or media now known or hereafter devised, throughout the universe. Customer grants Company the right to use Customer’s name, likeness, biography and other identifying information in and in connection with these rights.
This website is operated by Owners Platform, Inc. (the “Company,” “we,” “us” or “our”). The following terms and conditions govern Company’s customers and website users (“you” or “your”) and their use of this website and all other Owners Platform, Inc. websites (collectively, our “Websites”) and products, some of which (but not all) are listed herein (the “Websites”). Owners Platform, Inc. offers our Websites, including all information, tools and services available from our Websites to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our Websites or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (these “Terms of Service”) including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of our Websites, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our Websites. By accessing or using any part of our Websites, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access our Websites or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to our Websites shall also be subject to these Terms of Service. You can review the most current version of these Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Websites. It is your responsibility to check this page periodically for changes. Your continued use of or access to our Websites following the posting of any changes constitutes acceptance of those changes.
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of these Terms will result in an immediate termination of the Services.
We reserve the right to refuse Service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on our Websites through which the Service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
You acknowledge and agree that all content and materials available on our Websites are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by the Company, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. As noted above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on our Websites is strictly prohibited without the express written permission of the Company.
For information on requesting such permission, please contact us at firstname.lastname@example.org.
Any content generated as part of any discussions on any of the Company’s properties, will remain property of the Company. By commenting and taking part in any of the discussions, you acknowledge this fact and release ownership.
ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on these Websites is not accurate, complete or current. The material on these Websites is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on these sites is at your own risk.
These Websites may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of these Websites at any time, but we have no obligation to update any information on our Websites. You agree that it is your responsibility to monitor changes to our Websites.
MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products and Service is subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
PRODUCTS OR SERVICES
Certain products or Services may be available exclusively online through our Websites. These products or Services may have limited quantities.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or Services, or product or Service pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product or Service at any time. Any offer for any product or Service made on these Websites is void where prohibited.
We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
REFUNDS AND CANCELLATION POLICY
Your purchase of a product or Service or ticket to an event may or may not provide for any refund. Each specific product, Service, event or course will specify its own refund policy.
Some products and Services are digitally delivered instantly so we do not offer refunds if you change your mind about using our Services. This paragraph does not affect your rights in the event that you have a genuine and valid complaint about the way we have provided the Services to you.
ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, re-sellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the sites is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through our Websites (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on these Websites may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation to: (1) maintain any comments in confidence; (2) pay compensation for any comments; or (3) respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our Websites or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
In addition to other prohibitions as set forth in these Terms of Service, you are prohibited from using our Websites or content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
Any written advice given by Owners Platform, Inc., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors is limited to the matters addressed herein, and not intended or written by Company as advice on the application or potential application of any penalties that may be imposed under any United States federal, provincial or state, or foreign statute or regulation in any manner. Any advice given is for educational and information purposes only. In no case shall Owners Platform, Inc., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
You agree to indemnify, defend and hold harmless Owners Platform, Inc. and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our Websites.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate any active order forms or immediately cease your use of the Websites and Services at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this Website or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
CHANGES TO TERMS OF SERVICE
You can review the most current version of these Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our Websites. It is your responsibility to check our Websites periodically for changes. Your continued use of or access to our Websites or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
“Personal Data” is anything that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly to an individual or business.
At times, Company will need Personal Data regarding a Subscriber. For example, to provide the Services, Company may need to know a customer's name, mailing address, e-mail address and credit card details. It is our intent to inform you before we collect Personal Data, such as user's name and/or address on the internet. The term Personal Data shall also include information as described by any applicable privacy laws, including the CCPA, the GDPR or UK Privacy law.
We don’t share your Personal Data with anyone except to comply with the law, develop our products, or protect our rights. We don’t store Personal Data on our servers unless required for the on-going operation and delivery of our services to you. We store Personal Data only for as long as we have a reason to keep it.
DATA COLLECTION: Our collection of Personal Data includes but is not limited to the following:
PERSONAL DATA RETENTION
We take all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of Personal Data. We collect Personal Data only insofar as is necessary or appropriate to fulfill the purpose of the visitor’s interaction with us. We do not disclose Personal Data other than as described below. And visitors can always refuse to supply Personal Data, with the caveat that it may prevent them from engaging in certain website-related activities.
We collect Personal Data for:
When we dispose of Personal Data we may delete, anonymize, or use other appropriate methods. Based on reasonable business practices and system and data security purposes, Personal Data may continue to exist in system back-up files for additional time.
DISCLOSURE OF YOUR PERSONAL DATA
We do not sell your Personal Data because we consider it a vital part of your relationship with us. There may arise circumstances when we may share your data with third parties, such as in a business transfer. If we sell or buy a business or assets or corporation, merger, reorganization, bankruptcy, dissolution or similar business event, the related transfer of assets may include your Personal Data.
We may disclose Personal Data:
We will not rent or sell Personal Data to anyone. Other than to our employees, contractors and affiliated organizations, as described above, we disclose Personal Data, only when required to do so by law, or when we believe in good faith that disclosure is reasonably necessary to protect the property or rights of the Company, third parties or the public at large.
You may voluntarily provide us with “Unsolicited Information” such as new product ideas or communicate with us without our request. By sending any Unsolicited Information you agree that it is non-confidential, and we may share, use, reproduce, disclose, and distribute it without limitation or attribution to you. You acknowledge that you bear sole responsibility and release us from all liability related to any Personal Data you willingly provided in any open or public forums to us, other Users or the public.
We only offer our Services to Users over 13 years of age. We do not intentionally or knowingly collect Personal Data from anyone under the age of 13. If you are a parent or guardian of a child under 13 and believe they disclosed Personal Data to us, please contact us immediately at email@example.com. If you are a resident of the European Economic Area (“EEA”) which requires consent to processing Personal Data, we will not knowingly process Personal Data for Users under the age of consent established by EEA data protection law. If we discover that we processed any Personal Data covered by these laws, we will cease such processing and take prompt reasonable measures to remove it from our records.
If you provide us with a testimonial, you give us your consent for the use of your name, image, and likeness and the Service to be displayed on any of our Websites, or in our other marketing materials, together with the content of the testimonial that you provide.
We use our best efforts to protect your Personal Data from loss, unauthorized access, disclosure, alteration, misuse, or destruction. You should understand that no internet or email transmission is fully secure or error free. Since any email you send to us may not be secure, consider carefully what Personal Data you send via email or the internet.
YOUR DATA RIGHTS
We treat all users equally regardless of location. You may unsubscribe from emails by clicking the “unsubscribe” link. You may opt out from cookie-related processing as explained in the Cookies explanation under Data We Collect. Depending on your jurisdiction, you may have legal rights to obtain confirmation of whether we hold your Personal Data, access your Personal Data (including in portable form), and to correct, update, amend or delete your Personal Data. You also may have the right to object to our use or disclosure, request restrictions on processing, or withdraw your consent for us to use your Personal Data. These rights do not apply retroactively and may not affect our ability to continue processing data as allowed under those laws.
ACCESSING, CORRECTING OR REMOVING YOUR PERSONAL DATA
To submit a request to access, correct, update, amend or delete your Personal Data, please email us at firstname.lastname@example.org and include an explanation of which data right you are exercising. On receipt of your request, we verify your identity for your protection prior to initiating any action. Once verified, we begin processing your request and respond within thirty (30) days. You also have the right to request us to stop using or limit our use of your Personal Data if you believe we do not have a lawful basis to use it or you believe it is inaccurate. If you are in the EEA, you have the right to opt-out of all Personal Data processing for direct marketing. To do so, please select “unsubscribe” in any marketing email.
ADDITIONAL INFORMATION FOR CALIFORNIAN CONSUMERS
Your Rights under CCPA regarding Your Personal Data
You have the right as a Californian consumer to expect disclosures as to how we collect, use and care for your Personal Data, our purposes for collection and what we do with the information we collect, and in specific, if your information is sold to other parties. California law provides you as a consumer, specific rights with regard to the management and sale of your Personal Data. You have the right as a Californian consumer to expect disclosures as to whether we for our benefit or on behalf of another company, share or sell the Personal Data we collect or process for commercial gain. The law imposes on certain businesses an obligation to provide the means by which these rights can be exercised.
You may ask that we or partners for whom we process or those working on our behalf take specific actions with regard to the information about you.
Verifying Your Identity
Please note that after submitting your initial request we may require additional information about your identity if we cannot verify it with the information you submitted and the information we already have. We are restricted from using that additional information for any purpose other than verifying your request or for security or fraud prevention. Except as required under CCPA, we must delete any additional information collected for the purpose of verifying your identity as soon as practical after processing your request. We will confirm receipt of your request within ten (10) days from receiving it and will respond within the timelines established under CCPA.
We, or our partners, on verification of your identity and legitimate standing to make the request, and if not an undue or unreasonable hardship for us, must act on your request, or at a very minimum, advise you as to why we cannot. There are specific reasons under the law which prevent accommodation of some requests, but if denied, we will advise as to why, to whom you may submit a complaint, and your options for challenge, redress or escalation.
Exercising your rights
You may exercise these rights twice in a 12-month period. If an option is available to compensate you for the use of your information, you must be advised of this. We will make best efforts to address your requests within 45 days, but where that is not possible will advise you of the need for an extension of an additional 45 days.
Inquiries, Data or Information Requests, Complaints
If you have questions, would like to submit an inquiry, data or information request(s), or have a complaint about our use of your Personal Information or our response or handling of your requests regarding your Personal Information, you may contact us at email@example.com.
ADDITIONAL INFORMATION FOR UK AND EUROPEAN UNION USERS
Legal Bases for Processing
We only use your Personal Data as permitted by law. We are required to inform you of the legal bases of our processing of your Personal Data, which are based on one or more of the following:
If you have questions about the legal bases of how we process your Personal Data, contact us at firstname.lastname@example.org.
GDPR and UK Privacy Law gives you certain rights regarding your Personal Data. You may ask us to take the following actions concerning your Personal Data that we hold:
You can submit these requests by email to email@example.com. We may request specific information from you to help us confirm your identity and process your request. Applicable law may require or permit us to decline your request. If we reject your request, we will tell you why subject to legal restrictions. If you would like to submit a complaint about our use of your Personal Data or our response to your requests regarding your Personal Data, you may contact as described above or submit a complaint to the data protection regulator in your jurisdiction.
Cross-Border Data Transfer
Whenever we transfer your Personal Data out of the European Economic Area (EEA) to countries not deemed by the European Commission to provide an adequate level of Personal Data protection, the transfer will be based on one of the following safeguards recognized by the European Commission as providing adequate protection for Personal Data, where required by EU data protection legislation:
Please get in touch with us if you want further information on the specific mechanism used by us when transferring your Personal Data out of the EEA.
This Consulting Services Agreement (this “Agreement”) is entered into as of the Order Form Effective Date indicated on the Order Form and is by and between Owners Platform, Inc. with a place of business at 160W 22nd St #305, New York, NY 10011 (“Company”), and the Customer identified on the Order Form (“Customer”). This Agreement includes and incorporates the Order Form, and all terms defined in Order Form apply to this Agreement.
1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the service level terms set forth below. As part of the registration process, Customer will identify an administrative username and password for Customer’s company account. Company reserves the right to refuse registration of or cancel usernames or passwords it deems inappropriate. The Company registering or allowing a password or username for a Customer’s company account is not an endorsement.
1.2 Service Level Terms. The Company will use commercially reasonable efforts to ensure that the Services will achieve uptime availability consistent with similarly situated companies within its industry. The Services shall be available 95%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than two hours, Company will credit Customer $150 for each period of 60 or more consecutive minutes of downtime, provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees (excluding OPL fees) in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
1.3 Subject to the terms hereof, Company will provide technical support to Customer on weekdays during the hours of 9:00 am through 5:00 pm Eastern Time, with the exclusion of Federal Holidays (“Support Hours”). Company will use commercially reasonable efforts to respond to all support requests within one (1) business day. Customer may initiate a help desk ticket during Support Hours by emailing: firstname.lastname@example.org.
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.2 Customer will use the Services only in compliance with all applicable laws and regulations. Customer agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services (the “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment,Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to: (a) the Services and Software, all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with any Services or support; and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings and disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4.1 Customer agrees to pay the fees as set forth in the Order Form on all transactions, including but not limited to any leads generated, aggregated, referred, or otherwise delivered by Company’s infrastructure or Services.
5.1 Customer will pay Company the then applicable fees, including the applicable revenue share, described in the Order Form for the Services and OP (the “Fees”). Revenue share will be billed to Customer in arrears at the end of each calendar month during the Term, and Customer shall pay the same to Company within thirty (30) days of receipt thereof. Any invoices open and unpaid beyond the applicable payment period shall incur late interest at the rate of one percent (1%) per month. Company reserves the right to change the Fees or applicable charges, including increase the revenue share, and to institute new charges and Fees at the end of the Term or the current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the Company's customer support department.
5.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of one point five percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
5.3 Company may choose to bill through a fee applied to Customer’s received payments during payment processing before Company remits such received payments to Customer’s accounts.
6.1 No agency, partnership, joint venture, or franchise is created as a result of this Agreement.
6.2 Company is not responsible or liable, indirectly or directly, for any Customer Data, advertising, products, goods or services available or unavailable from, or through, Customer or for any damage or loss caused or alleged to be caused by or in connection with Customer’s own business dealings with any individual or company not a party to this Agreement, during or after the Term and any other terms, conditions, representations or warranties associated with such business dealings, are between Customer and its clientele only. Customer is solely responsible for obtaining all legally required permits, authorizations, and licenses and Company will not be liable for Customers failure to adhere to all applicable rules, regulations and laws.
7.1 The term of this Agreement shall begin on the Order Form Effective Date and shall continue until terminated as set forth herein.
7.2 Customer is solely responsible for the proper cancellation of its account by emailing email@example.com.
7.3 Customer will pay in full for the Services up to and including the last day on which the Services are provided. Company also reserves the right to refuse service to anyone and close any account without notice for any or no reason at all. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafterCompany may, but is not obligated to, delete stored Customer Data.
7.4 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7.5 Owner Performance: Because businesses are servicing a set service area, every business is expected to maintain a level of quality and customer satisfaction to remain in Company’s platform. Consistent negative reviews, low sales conversions, consistent quality complaints, the inability to obtain all legally required licenses and permits, or upon Customer’s violation of any local, state or federal law or ordinance, will be grounds for removal from the platform. Service areas are reviewed quarterly.
7.6 Payment Processing and Disputes: Payment processing is integrated into Company’s platform. If a business owner is deemed to be negligent or allegedly fraudulent in processing payments, such that their customers are submitting disputes with regularity, this canbe grounds for removal from the platform. If an owner has three (3) payment related disputes within one (1) calendar year, the business will be flagged for review and potentially removed from the platform.
Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9.1 Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in New York, New York in accordance with the Rules of the American Arbitration Association.
9.2 If any legal action or other proceedings is brought for a breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in bringing such action or proceeding, in addition to any other relief to which such party may be entitled.
10.1 The Company and Customer agree that (i) no arbitration proceeding hereunder whether a CONSUMER DISPUTE or a BUSINESS DISPUTE shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or Persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. THE COMPANY AND CUSTOMER AGREE TO ARBITRATE A CONSUMER DISPUTE OR BUSINESS DISPUTE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
11.1 Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service or OP of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service: (i) not supplied by Company; (ii) made in whole or in part in accordance with Customer specifications; (iii) that are modified after delivery by Company; (iv) combined with other products, processes or materials where the alleged infringement relates to such combination; (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement or the Order Form. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense: (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for Customer a license to continue using the Service; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
11.2 Customer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, parents, subsidiaries, affiliates, managers, owners, employees, agents, designees, users, successors, assigns, service providers, attorneys, independent contractors and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorney’s fees and cost incurred due to or arising from: (a) Any violation of this Agreement by Customer; (b) any services completed by Customer for Company or any third party; (c) any breach of an agreement (oral or written) between Customer and a third party in accordance with the Services or OP; (d) any violation of any rights of another or harm you may have caused to another; (e) your violation of any applicable law or regulation; and (f) any information you provide to Company or a third party customer. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of the Company.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
For the purpose of this agreement the “Company” or “us” or “we” shall be a reference to Owners Platform, Inc. and a the“Customer” or “you” shall be a reference to the customer identified on the Order Form (“Customer”) and reference to the “Website” shall be a reference to all websites owned by the Company, its affiliates, their respective products, and their employees and agents. The Websites include, but are not limited to,joinowners.com.
The information provided in or through this Website is for educational and informational purposes only.
EARNINGS AND TYPICAL RESULTS
Every effort has been made to accurately represent information and it’s potential. There is no guarantee as to any particular outcome, or earnings, based on using the techniques and ideas available through this Website. Outcomes are entirely dependent on the person using our products, services, ideas and techniques. We do not purport that any information we make available will provide you with a “Get rich scheme.” You are solely responsible for your results.
Your success depends primarily on your own effort, motivation, commitment and follow-through. We cannot predict and do not guarantee that you will attain a particular result, and you accept and understand that results differ for each individual. Each individual’s results depend on their unique background, dedication, desire, motivation, actions, and numerous other factors. You fully agree that there are no guarantees as to the specific outcome or results you can expect from using the information you receive on or through this Website. As with any product or service, we know that some people will purchase our products but never use them at all, and therefore will get no results whatsoever.
You specifically acknowledge and agree that your use of this Website and our services are at your own risk. Anything available via this Website may include inaccuracies or typographical errors. Changes are periodically made to the information on and available via the Website.
The Company reserves the right to remove, edit, move or close any content item for any reason at any time.
While every care is taken, we make no representations about the suitability, reliability, availability, timeliness, and accuracy of anything contained on this Website, for any purpose, to the maximum extent permitted by applicable law, anything contained on this Website is provide “as is” without warranty or condition of any kind.
NOT LEGAL OR FINANCIAL ADVICE
We are not attorneys or financial advisors, nor are we holding ourselves out to be. By using the Company’s Websites and using our services, you acknowledge and agree that any information or advice provided by us does not constitute financial planning or legal advice nor does it create a warranty of any kind and you acknowledge that you should consult an appropriate legal professional for specific advice tailored to your personal situation. We accept no liability whatsoever for any loss or damage you may incur. Always seek financial advisory and/or legal counsel relating to your specific circumstances as needed for any and all questions and concerns you now have, or may have in the future.
The provision of accounting advice through this Website is for educational and information purposes only. In no case shall Company, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any information provided in or through this Website, or for any other claim related in any way to your use of the Website or our services provided through the Website, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Website or any content (or product) posted, transmitted, or otherwise made available via the Website, even if advised of their possibility. By using this and all of the Company’s Websites, you release its owners from any liability with regards to the information or what you choose to do with it. This disclaimer applies to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of this Website or our services.
You aim to accurately represent the information provided to us on or through our Website. You acknowledge that you are participating voluntarily in using our Website and that you are solely and personally responsible for your choices, actions and results, now and in the future. You accept full responsibility for the consequences of your use, or non-use, of any information provided on or through this Website, and you agree to use your own judgment and due diligence before implementing any idea, suggestion or recommendation from the Website to your life, family or business. Use of the programs, advice, and other information contained in this site and all of the Company’s sites is at the sole choice and risk of the reader.
As with all situations, there are unknown individual risks and circumstances that can arise during use of our Website that cannot be foreseen that can influence or reduce results. You understand that any mention of any suggestion or recommendation on or through our Website is to be taken at your own risk, with no liability on our part, recognizing that there is a rare chance that illness, injury or even death could result. You agree to assume all risks.
From time to time, the Company may recommend services and products to help you enhance your own business and operations. We do so with responsibility to only recommend products or services we believe will benefit you. At the same time, you agree that you are required to use your own judgment to determine that any such program, product or service is appropriate for you. You are assuming all risks, and you agree that the Company is not liable in any way for any program, product or service that the Company may promote, market, share or sell on or through the Website.