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Contact Form Omega ADA
TERMS OF SERVICE
Updated Revised 2.12.2020
Background. OmegaADA, Inc., a Delaware corporation, with a mailing address of 8 The Green, Suite 7975, Dover, Delaware 19901 (“OmegaADA”, “us”, “we”), provides a proprietary digital platform and related services (“Service”) that, among other things, is designed to help customers provide website accessibility.
This Agreement, together with the related documents that we incorporate by making reference to them here (collectively, this “Agreement”), is a legal and binding agreement between your company/organization (“Client” or “You”) and OmegaADA governing your use of this Service.
By entering into this Agreement, electronically signing the OmegaADA Order Form (“Order Form”) to accept this Agreement, or otherwise using our OmegaADA tool (“Service”), an authorized representative of Client agrees on Client’s behalf to be bound by this Agreement as of the date of such agreement of use (“Effective Date”). OmegaADA may modify these Terms of Service at any time and in its sole discretion and will notify Client of such modification via (i) email to the contact email provided by Client; (ii) by presenting the new Terms of Service in its entirety to the contact email provided by Client; or (iii) by posting the revised Terms of Service to the website. Changes to these Terms of Service shall be effective five (5) days after provision of notice by any of the methods provided above regardless of whether Customer actually receives any notification. Customer is responsible for checking the OmegaADA website on a regular basis. Terms of service can be location at: htttp://www.OmegaADA.com/terms-of-service-agreement. Client is also responsible for providing updated contact information, current credit card or other information that it pertinent to OmegaADA for accuracy. If a modification is unacceptable to a Client, Client may terminate the Agreement by giving notice within the five (5) day period specified above. Neither party will be liable for, nor considered in breach or in default under this Agreement as a result of any causes or condition that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of such party’s rights to subsequently enforce the provision, and a waiver of breach shall not be a waiver of any other or subsequent breach. A party’s remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity. Customer may not assign any of the rights granted under this Agreement without OmegaADA’s prior written consent, and any attempted assignment without such consent will be null and void. This agreement represents the entire agreement between the parties with respect to the matters set forth herein, and supersedes any prior or contemporaneous agreements relating thereto. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws in the State of Delaware. Each party agrees that any and all actions brought to enforce this Agreement or resolve any dispute arising out of or relating to the Agreement or the Services shall be settled by binding confidential arbitration in accordance with the American Arbitration Association (“AAA”) with such proceeding to be conducted in Kent County, Delaware. Any award shall be final and binding and judgment thereon may be entered in any court of competent jurisdiction. Each party will bear its own cost of arbitration. Any notice to Company must be in writing and sent to: Omega ADA, Inc. 8 The Green, Suite 7975, Dover, Delaware 19901 to the attention of: General Counsel or such other address as OmegaADA may give notice pursuant to this section, and such notices shall be sent by U.S. first class registered mail or overnight delivery service.
- Provision of Service. Subject to the terms and conditions of this Agreement, including without limitation Client’s payment of all the Fees due hereunder, OmegaADA will provide Client with access to the Service as a non-exclusive and subscription based Service indicated on the OmegaADA Order Form during the Term of this Agreement.
- Cooperation. Client shall cooperate with OmegaADA and may be reasonably required to enable the provision of the Service. In addition, Client hereby grants to OmegaADA a non-exclusive right to use the Client’s trademark and other applicable proprietary rights as may be reasonably necessary or helpful in connection with the provision of the Service hereunder.
- Representations About Client. Client represents and warrants OmegaADA that (a) The individual agreeing to this Agreement is at least 18 years of age or older; (b) Client has the power and authority to enter into this Agreement; (c) Client maintains current and all insurance, permits, licenses, certificates and other instruments necessary to consummate the transactions and perform its obligations hereunder, and (d) The information that it provides to us will be current, true, accurate, supportable and complete.
- Limitations on Availability. The Service and some aspects thereof may require a working internet connection. We make no representation that the Service is available or permitted in any particular location. Use of the Service is void where prohibited. Client uses the Service at its own initiative and is responsible for compliance with any applicable laws in connection with its use thereof. OmegaADA may also impose limits on the use or access to the Service as required by law.
- Fees and Payment Terms. Applicable fees and pricing for Client’s use of services (“Fees”) are set forth in the Order Form. Client agrees to pay all Fees in accordance with the terms set forth on the Order Form. Client is responsible for all charges incurred under this Order Form. Additionally, Client agrees to pay OmegaADA directly for all Services. All fees are due and payable in U.S. dollars upon receipt of the invoice, non-refundable and are exclusive of applicable sales, use, excise or similar taxes if applicable. Client shall pay all such taxes directly as required by applicable law. The address listed in the Order Form will be used to determine the appropriate taxing jurisdiction, if applicable. Client authorizes OmegaADA to charge the credit card (or other electronic payment method) on file with Client’s account for all Fees. If payment is not made on the respective due date, OmegaADA may charge Client a late fee on the unpaid balance at the lesser of one percent (1%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly. Should Client not pay any amount owed under this Agreement and such amount becomes 30 days or more days past due (or, in addition to other remedies it may have) accelerate such amounts such that they become immediately due and payable and suspend Client’s and Authorized User’s access to the Service until such amounts are paid in full. Billing and payment begin on the subscription start date. If credit card payments are elected by completing a valid credit card authorization form, subscription fees will be charged in advance per the billing frequency on the Order Form. Overage fees will be billed monthly in arrears and one time fees on the subscription start date.
- Support and Maintenance. During the Term of this Agreement, OmegaADA will provide Client with a reasonable amount of telephone and/or email support regarding use of the Service. Scheduled system maintenance shall take place from time to time, and during such time, updates to the Service or elements thereof may be unavailable. Emergency maintenance may be required at other times in the event of system failure. OmegaADA shall have no obligations to customize the Service hereunder.
- Term. This Agreement will commence on the Effective Date set forth on the in the Agreement and will continue for the initial term from the launch date, unless terminated as set forth herein. The initial term for a product begins on the date the customer accepts this agreement and continues until the last day of the month for one year from the launch date. The term will automatically renew for the selected term length unless either party provides at least 60 days’ written notice prior to the automatic renewal. Annual renewal of the Dealer Agreement constitutes acceptance of the current Terms of Service.
- Termination. Client may cancel its subscription to the Service after fulfillment of the initial agreement by contacting OmegaADA. If the cancellation notice is received prior to the last day of the month. The cancellation becomes effective at the end of the month. Client is responsible for fees through the end of the month in which the cancellation notice is received. All fees invoiced and/or issued through the effective date of such termination will remain due from the Client and no refunds will be given. If the cancellation notice is received on the last day of the month, the cancellation becomes effective at the end of the following month. Client is responsible for fees through the end of the following month. In addition, OmegaADA may terminate this Agreement if Client is in material breach of any term of this Agreement, and the breach is not cured in the 10-day period following OmegaADA giving notice of the breach.
- Effect of Termination. Upon termination of this Agreement, all obligations of the parties under this Agreement will terminate, and Client and its Authorized Users shall immediately cease all use of and all access to the Service.
- Proprietary Rights. (a) Reservation of Rights. OmegaADA reserves all rights in and to the Service and all related intellectual property not expressly granted under this Agreement. OmegaADA, and all associated logos displayed within the Service are our trademarks (unless otherwise noted). If Client, or any Authorized User, submits comments, suggestions or other feedback regarding the Service (“Feedback”), OmegaADA will be free to use such Feedback for any purpose. (b) Restrictions on Use. Client may internally use the Service solely for its intended purposes in accordance with this Agreement. Client may not rent, lease, lend, sell, redistribute, reproduce or sublicense the Service, or make it available to any third party, other than as expressly set forth herein. Client may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Service, or any part thereof. If for some reason these restrictions are prohibited by applicable law or by an agreement, we have with one of our licensors, then the activities are permitted only to the extent necessary to comply with such law or license(s). Client shall not exploit the Service in any unauthorized way whatsoever. (c) Data. It is the Client’s responsibility to ensure the accuracy and integrity of its own data. OmegaADA is providing services in good faith for normal business purposes and is committed to the highest quality standards and client satisfaction and may not be held responsible for any misinformation. OmegaADA values Client’s privacy. OmegaADA does not collect or harvest any data from Client other than what is required in order to generate and load the code on the Client website for the purpose of delivering services under this agreement and authorizes OmegaADA to receive and access such data. Client grants OmegaADA permission to install software source code on its website(s). The Client consents to the collection and use of the Client’s information for this expressed purpose. Under no circumstance will OmegaADA share any proprietary information or make it available to any third party.
- Supplemental Terms. Third-Party Services and Materials. (a) Supplemental Terms. To enjoy certain aspects of the Service, additional terms may apply. An example of such additional terms are the “Facebook Advertising Terms” set forth below, which apply to the Client only insofar as if Client agrees to use such services and functions. OmegaADA will present supplemental terms and conditions within this Agreement, or we will present them to review and acceptance at the time that you undertake the supplemental activity within the Service. Any such supplementary terms (each, “Supplemental Terms”) shall become a part of this Agreement. Supplemental Terms are different from Third-Party Services and Third-Party Materials (each as defined below) in that Supplemental Terms relate to offerings provided by OmegaADA, whereas Third-Party Services and Third-Party Materials relate to third party offerings. Client acknowledges and agrees that in the event of any conflict between the terms hereof and any Supplemental Terms, the Supplemental Terms shall govern with respect to the matters contemplated thereby. (b) Third-Party Services. The Service may enable access to Third-party products and services (collectively and individually). (“Third-Party Services”). Use of Third-Party Services may require acceptance of additional terms of service. You agree to comply with any such terms. Further, information you make available to Third Party Services is subject to the privacy policies of such third parties. You agree that you will use the Third Party Services at your own risk. (c) Third-Party Materials. As part of this Service, we may display, include or make available certain content, data, information or materials from third parties (“Third Party Materials”) or provide links to third-party content. You acknowledge and agree that OmegaADA is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. OmegaADA does not warranty or endorse and will not have any liability or responsibility to you or any other person for any Third-Party Services, Third-Party Materials or websites.
- Confidentiality. Client acknowledges that the Service, the terms of this Agreement, and any other proprietary or confidential information provided by OmegaADA constitutes OmegaADA’s valuable proprietary information and trade secrets (“Confidential Information”). Each party agrees to preserve the confidential nature of the other’s Confidential Information by retaining and using it in trust and confidence, solely for its internal use expect as provided herein, and by using the same degree of protection that such party uses to protect similarly proprietary and confidential information, but in no event less than reasonable care. Each party shall have the right to seek an injunction (without having to post a bond) to prevent any breach or continued breach of this section.
- DISCLAIMER OF WARRRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUATORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF ENJOYMENT, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET CLIENT’S REQUIREMENTS, THAT THE OPERATIONS THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL OMEGAADA OR ITS AFFILIATES BE LIABLE FOR AN INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES, OR LOSSES, ARISING OUT OF OR RELATED TO THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF OMEGAADA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL OMEGAADA OR ITS AFFILIATES HAVE AGGREGATE LIABILITY HEREUNDER FOR DAMAGES IN EXCESS OF THE AMOUNT CLIENT PAID FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALL THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY. CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS OMEGAADA FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES), OR ANY OTHER EXPENSES ARISING FROM THIRD PARTY CLAIMS, ACTIONS, SUITS OR PROCEEDINGS AGAINST OMEGA ADA.
- Compliance with Laws. Client shall comply with all applicable laws, rules, treaties and regulations in its performance of this Agreement. Client will hold harmless, indemnify and defend OmegaADA from any claim against OmegaADA arising from Client’s failure to comply with this paragraph. Client also agrees that it will not use the Service for any purposes prohibited by applicable law.
- Amendments. OmegaADA retains the right to amend this Agreement with respect to changes made by the website provider or governing program the Agreement was signed under (if applicable). OmegaADA will have the right to amend this Agreement with respect to such changes. If Client does not wish to amend this Agreement, then OmegaADA will have the right to terminate this Agreement upon written notice to the Client.
- Reference. OmegaADA may include the name, logo of, and success stores pertaining to Client on OmegaADA website, press releases, promotional and sales literature, and lists of customers, in each case accordance with Client’s standard trademark usage guidelines.
- Force Majeure. Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of amounts owed, if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitations acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, illegal acts of third parties, failure of the public Internet or charges in the event of third party websites, power outages, labor disputes or governmental demands or restrictions (“Force Majeure Event”).
- Governing Law and Jurisdiction. The laws of the State of Delaware, excluding its conflicts of law rules, govern this Agreement and the provision of the Service. Provisions of the Agreement may also be subject to other local, state, national or international laws. The federal and state courts in Kent County, Delaware shall have exclusive jurisdictional and venue to the adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction and venue of such courts.
- Miscellaneous. This agreement constitutes the entire agreement between parties regarding the Service. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. Client may not transfer or assign this Agreement or any of its rights or obligations hereunder without our prior written consent, and any attempt to do so shall be null and void. If any provision of this Agreement is unlawful, void or unenforceable that provision is deemed severable from this Agreement and does not affect the validity and enforceability of the remaining and any attempt to do so shall be null and void. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Client agrees that we may provide Third Party advertising services, including without limitation on any current or future advertising and social media networks (i.e. Facebook and a linked Instagram or any other linked Social Media account), that may be integrated into OmegaADA services as may be particularly described on the Order Form. Client is solely responsible for providing up to date and accurate information for use in the OmegaADA application including but not limited to URL’s content on Client’s website and information on subscribed social media applications. OmegaADA reserves the right to not place or discontinue posting on social media for Client at any time. Client is solely responsible for providing up to date and accurate information for use in the application, including but not limited to Client URL’s and access to post. Client is solely responsible for providing up to date and accurate information for use in the OmegaADA platform, including but not limited to URLs, content on a Client’s website and Third Party advertising. Client represents and warranties that all information, in the listing or through the Client’s website or through their social media sites, (a) does not violate any law or regulation; (b) does not infringe on any copyright, patent, trademark, or trade secret of any third party; d) is not false or misleading; and (e) is neither defamatory, libelous, slanderous or threatening.
REPORTING. OmegaADA shall also make commercially reasonable efforts to make available analysis reports during the Term. OmegaADA shall make reasonable efforts to update the analysis reports monthly.
ELECTRONIC SIGNATURES. Client acknowledges and agrees that the parties may, from time to time, find it expedient to utilize electronic signature(s), acknowledgment(s), consent(s), “click-through(s)”, or other approval(s), direct or indirect, for access to documents or disclosures necessary or incidental to the transactions whether online, in emails or otherwise. To that end, Client agrees that any such forms of approval from Client shall be effective and binding upon Client, in the same manner as a handwritten signature, where circumstances indicate Client’s intent to be bound. Dealer further agrees that any electronic or digital signature affixed to the Order Form or such other document or instrument by Client or any of its representatives shall constitute the valid signature of Client and shall be deemed to satisfy all requirements imposed on electronic or digital signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and any other laws relating to the validity or enforceability of electronic or digital signatures. By and through the execution of the Order Form, Client expressly acknowledges and agrees that it has received a copy of each of the Agreements, and has read, understands and agrees to be bound by the terms and conditions of, and to perform its obligations under each of the Agreements and agrees to the rates and fees for the Program as specified in the Order Form.
By signing below, the Client agrees to OmegaADA, providing the services described in the Order Form, as well as the service fees associate with providing those services designated. Client agrees that it remains responsible for all charges incurred. Furthermore, Client acknowledges and agrees that this OmegaADA Order Form is subject to OmegaADA’s Terms of Service Agreement. In cases where the language between the Order Form and the Terms of Service Agreement are in conflict, the terms of this OmegaADA Order Form will prevail.