Please review the terms of the Agreement carefully. If you do not agree to the terms of the Agreement in their entirety, you are not authorized to use the Site and/or Site Offerings (as defined below) in any manner or form.
1. Scope of Agreement.
You agree to the terms and conditions outlined in the Agreement with respect to your use of the Site and/or Site Offerings. The Agreement constitutes the entire and only agreement between you and Oberholtzer Media with respect to your use of the Site and/or Site Offerings, and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to the Site and/or Site Offerings. The Agreement does not govern your use of the Oberholtzer Media Services (as defined below). Separate agreements, such as the Oberholtzer Media Master Services Agreement, Oberholtzer Media End User License Agreement (“EULA”), Oberholtzer Media Scope, Order Form and Credit Card Authorization (collectively, “Services Agreements”), govern your use of each of the Oberholtzer Media Services, contained separately on the Site. Your use of the services constitute acceptance of the Oberholtzer Media terms of the EULA and MSA as applicable. Unless explicitly stated otherwise, any future offer(s) made available to you on the Site that augment(s) or otherwise enhance(s) the current features of the Site and/or Site Offerings shall be subject to the Agreement.
2. Modification of Agreement.
We may amend the Agreement from time to time in our sole discretion, without specific notice to you; provided, however, that any amendment or modification to the provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes arising prior to the applicable amendment or modification. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using the Site and/or Site Offerings. By your continued use of the Site and/or Site Offerings, you hereby agree to comply with all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, which shall be governed by the Dispute Resolution Provisions then in effect at the time of the subject dispute). Therefore, you should regularly check these Terms and Conditions for updates and/or changes.
The Site and Site Offerings are available only to authorized representatives of valid legal entities and/or individuals who can enter into legally binding contracts under applicable law. The Site and Site Offerings are not intended for use by non-valid legal entities and/or individuals under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age). If an end-user visitor is not an authorized representative of a valid legal entity, is under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age) and/or is unable to enter into legally binding contracts under applicable law, that end-user visitor does not have permission to use and/or access the Site and/or Site Offerings. End-user visitors shall be responsible, at all times, for ensuring that they have an Internet connection and/or other equipment necessary to access and use the Site and/or Site Offerings.
4. Description of the Site, Site Offerings and Oberholtzer Media Services.
The Site contains: (a) general descriptions of certain of Oberholtzer Media’s software, platforms, technology and communications services including, without limitation, the Software (as defined in the EULA) (collectively, the “Oberholtzer Media Services”); (b) links to certain of Oberholtzer Media’s customer support features for clients utilizing the Services; (c) links to certain Oberholtzer Media social media pages; and (d) contact information/methods that provide end-user visitors with the means to: (i) contact Oberholtzer Media regarding the Services; and (ii) request access to the Oberholtzer Media Services (collectively, the “Site Offerings”). In order to submit a contact form and/or request a demo of any applicable Software and/or Oberholtzer Media Services, you must submit some or all of the following information: (A) first and last name; (B) e-mail address; (C) telephone number; (D) company name (if applicable); (E) company size (if applicable); (F) any comments that you wish to submit; and (G) any and all other information requested on the applicable form (collectively, “Registration Data”). Upon entering your Registration Data and clicking on the applicable submission button on the Site, you may be contacted by Oberholtzer Media personnel regarding your request.
You understand and agree that Oberholtzer Media is not responsible or liable in any manner whatsoever for your inability to use and/or qualify, as applicable, for the Site, Oberholtzer Media Services, Site Offerings and/or associated functionality. You understand and agree that Oberholtzer Media shall not be liable to you or any third party for any modification, suspension or discontinuation of the Site, Oberholtzer Media Services and/or Site Offerings or any other products and/or services offered by and through same.
5. License Grant.
As a user of the Site, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Site, Site Offerings and associated content in accordance with the Agreement. Oberholtzer Media may terminate this license at any time for any reason. You may use the Site and/or Site Offerings for your own personal, non-commercial use, except as provided for by a business transaction subject to payment terms, and End User License Agreement, “EULA” and Master Services Agreement “MSA”. No part of the Site and/or Site Offerings may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site and/or Site Offerings, any content featured therein or any portion thereof. You may not use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Site and/or Site Offerings except as expressly permitted by Oberholtzer Media. Oberholtzer Media reserves any rights not explicitly granted in the Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site and/or Site Offerings. You may not take any action that imposes an unreasonable or disproportionately large load on Oberholtzer Media infrastructure. Your right to use the Site and Site Offerings is not transferable.
6. Proprietary Rights.
The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to the Site and Site Offerings are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. The copying, redistribution, publication or sale by you of any part of the Site and/or Site Offerings is strictly prohibited. You do not acquire ownership rights in or to any content, document, software, services or other materials viewed at or through the Site and/or Site Offerings. The “Oberholtzer Media” name and logo are registered trademarks of Oberholtzer Media, LLC. The posting of information or material on or through the Site and/or Site Offerings by Oberholtzer Media does not constitute a waiver of any right in or to such information and/or materials.
7. Editing, Deleting and Modification.
We reserve the right in our sole discretion to edit and/or delete any documents, information or other content appearing on or through the Site and/or Site Offerings.
You agree to indemnify and hold Oberholtzer Media, its parents, subsidiaries and affiliates, and each of their respective members, officers, directors, employees, agents, co-branders and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the Site and/or Site Offerings; (b) your breach of the Agreement; and/or (c) any dispute between you and any third party or other entity. The provisions of this Section 8 are for the benefit of Oberholtzer Media, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
9. Disclaimer of Warranties.
THE SITE, SITE OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY INQUIRE ABOUT AND/OR APPLY FOR THROUGH SAME ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, OBERHOLTZER MEDIA MAKES NO WARRANTY THAT: (A) THE SITE, SITE OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY INQUIRE ABOUT AND/OR APPLY FOR THROUGH SAME WILL MEET YOUR REQUIREMENTS; (B) THE SITE, SITE OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY INQUIRE ABOUT AND/OR APPLY FOR THROUGH SAME WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) YOU WILL QUALIFY FOR ANY OF THE OBERHOLTZER MEDIA SERVICES; OR (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, WILL BE ACCURATE OR RELIABLE. THE SITE AND/OR SITE OFFERINGS MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET/MOBILE CONNECTION ASSOCIATED WITH THE SITE AND/OR SITE OFFERINGS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OBERHOLTZER MEDIA OR OTHERWISE THROUGH OR FROM THE SITE AND/OR SITE OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
10. Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OBERHOLTZER MEDIA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OBERHOLTZER MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE SITE, SITE OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY INQUIRE ABOUT AND/OR APPLY FOR THROUGH SAME; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION AND/OR SERVICES OBTAINED FROM, OR TRANSACTIONS ENTERED INTO THROUGH, THE SITE AND/OR SITE OFFERINGS; (C) THE FAILURE TO QUALIFY FOR ANY OF THE OBERHOLTZER MEDIA SERVICES; (D) THE UNAUTHORIZED ACCESS OR USE OF YOUR REGISTRATION DATA; AND (E) ANY OTHER MATTER RELATING TO THE SITE, SITE OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY INQUIRE ABOUT AND/OR APPLY FOR THROUGH SAME. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE OBERHOLTZER MEDIA FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATION STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF OBERHOLTZER MEDIA TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND OBERHOLTZER MEDIA. THE SITE, SITE OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY INQUIRE ABOUT AND/OR APPLY FOR THROUGH SAME WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
11. Third Party Websites.
The Site may provide and/or refer you to links to other Internet websites and/or resources, including third party social media websites. Because Oberholtzer Media has no control over such third party websites and/or resources, you hereby acknowledge and agree that Oberholtzer Media is not responsible for the availability of such third party websites and/or resources. Furthermore, Oberholtzer Media does not endorse, and is not responsible or liable for, any terms and conditions, privacy policies, content, advertising, services, products and/or other materials at or available from such third party websites or resources, or for any damages and/or losses arising therefrom.
13. Legal Warning.
Any attempt by any individual, whether or not a Oberholtzer Media. customer, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Site and/or Site Offerings, is a violation of criminal and civil law and Oberholtzer Media will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.
14. Dispute Resolution Provisions.
The Agreement shall be treated as though it were executed and performed in the State of California and shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of law principles). The parties hereto specifically consent to the personal jurisdiction of the state or federal courts located in the State of California for all disputes arising out of or related to the Agreement.
Should any part of the 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 and/or any Site Offering is in conflict or inconsistent with the Agreement, the Agreement shall take precedence. Notwithstanding the foregoing, to the extent that there is any inconsistency between these Terms and Conditions and any Services Agreement, insofar as the applicable Oberholtzer Media Services are concerned, the Services Agreement shall govern. Our failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement.
16. Contact Us.
If you have any questions regarding the Agreement, or would like more information from us, please email us at derek [at] oberholtzermedia.com