Terms and Condition
Oriel Subscriber Agreement
Updated: December 07, 2022
We welcome you! It is our pleasure to provide the Oriel services described below for your personal enjoyment and entertainment in accordance with this Subscriber Agreement (herein, the “Agreement”). PLEASE READ THIS AGREEMENT CAREFULLY BECAUSE IT GOVERNS ELIGIBILITY FOR AND USE OF THE SERVICES.
Oriel, Ideas2Tech Consultancy Pvt. Ltd., having its registered office at 1101 Nirvana Tower, Kanjurmarg East, Mumbai, 400042 India owns the IP for this product called as (“Oriel”) is referred to in this Agreement as “we”, “us” and “our”. The “Services” include the Oriel website, application, associated content and other services.
Use of the Services is subject to compliance with this Agreement. By accessing or using the Services (including by visiting the Oriel site or by downloading or launching the Oriel application), you accept and agree to this Agreement. For clarity, it may be necessary to agree to additional terms and conditions to continue use of the Services. Unless otherwise provided by these additional terms and conditions, they are hereby incorporated into this Agreement. If you do not agree to this Agreement, you may not use the Services.
We may revise this Agreement time to time without approval of or notice to you. You are hereby advised to that any continued use of Oriel upon a revision of the Agreement shall constitute your acceptance of any revisions to the Agreement. You are therefore advised to periodically review the Agreement so that Customer may be well informed of any changes. If you do not agree to any change to this Agreement, you must discontinue using the Services. Our customer service representatives are not authorized to modify any provision of this Agreement, either verbally or in writing.
1. USER ELIGIBILITY AND REGISTRATION
a) Eligibility and Age Limitations. You can only register for an Oriel account if you are above 18 years of age. The Services are provided to individuals for their personal and commercial use only. Companies, commercial establishments, associations and other groups may not register for a Oriel account or use the Services.
b) Registration and Access. Only individuals that have registered for a Oriel account, provide certain information (e.g., a valid email address), and agree to this Agreement are eligible to use the relevant Services. You are solely responsible for maintaining the confidentiality and security of your username and password and for all activities that occur on or through your Oriel account. However, if you allow others to access your Oriel account, this Agreement, as well any specific consents you may have provided to us, also applies to their access, use, and disclosure of information. You agree to immediately notify us of any unauthorized access to your Oriel account. We will not be responsible for any losses arising from the unauthorized use of your Oriel account.
c) Notices. Any notices we deliver to you may be made as follows: (i) by email to the last email address provided by you or (ii) by posting a notice on the Services. For clarity, you consent to receive electronic communications from the Services you subscribe to and further agree that any notices, agreements, disclosures, and other communications that we send to you electronically will satisfy any applicable legal notification requirements. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness, or provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide.
2. SUBSCRIPTION TERMS
a) Subscription. When purchasing your subscription to the Services, you may be presented with different plans or options. Prices for Oriel shall be those specified in Oriel’s then current listing as set-forth upon or within the website or application, less any applicable discount at the time of acceptance of the Purchase Order or in accordance with an applicable, valid written price quotation, if any, submitted by Oriel to You for such Products or Services.
b) Subscription Billing and Auto-Renewal. Your subscription to the Services includes enrolment into an ongoing/recurring payment plan. Your subscription will automatically renew at the end of the disclosed billing period, unless cancelled in accordance with the instructions for cancellation below. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing period, unless cancelled. When you provide a payment method, we will attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced. Your “billing period” is the interval of time between each recurring billing date and corresponds to the term of your subscription. For purposes of this Agreement, a “day” or “date” begins at 12:00 a.m. Indian Standard Time and ends at 11:59 p.m. Indian Standard Time of that same calendar day. To see your next recurring billing date, log in to your account and view your account details. We reserve the right to change our pricing. In the event of a price change, we will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you do not wish to accept a price change, you may cancel your subscription in accordance with the instructions included in that email and below. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts. We will not be able to notify you of any changes in applicable taxes. You are responsible for all third-party Internet access charges and taxes in connection with your use of the Services. Please check with your Internet provider for information on possible Internet data usage charges.
c) Free Views. We offer free views for upto two devices. Certain limitations may exist for the Free Views. In case you cancel the Subscription you may enjoy Free View of Services. We reserve the right to cancel or change number of devices in Free Views without notifying to you.
d) Cancellation and Refund Policy. You can cancel your subscription at any time before the end of the current billing period, free trial or promotion. Cancellation will take effect at the end of the current billing period unless otherwise disclosed. If you cancel, you will continue to have access to the Service through the end of your current billing period post that you will continue to have access to Free Views. We do not refund or credit for partially used billing periods.
3. Links and Advertisements
a) Linked Destinations and Advertising. If we provide links or pointers to other websites or destinations, you should not infer or assume that we operate, control, or are otherwise connected with these other websites or destinations. When you click on a link within the Services, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. This Agreement does not govern your use of another website or destination. We are not responsible for the content or practices of any website or destination other than the Oriel site, even if it links to the Oriel site and even if the website or destination is operated by a company affiliated or otherwise connected with Oriel. By using the Services, you acknowledge and agree that we are not responsible or liable to you for any content or other materials hosted and served from any website or destination other than the Oriel site.
b) Third Party Ads and Services. We take no responsibility for and do not endorse any third- party advertisements or any third-party material posted where the Services are available, nor do we take any responsibility for the products or services provided by advertisers. Any dealings you have with advertisers while using the Services, including through engaging with interactive advertisements, are between you and the advertiser, and you agree that we are not liable for any loss or claim that you may have against an advertiser. If you provide any confidential or personal information or engage in any transaction through an advertisement, we are not responsible for such information or transaction and we encourage you to read the terms of use and privacy policy of the advertiser or other party collecting such information or engaging in such transaction.
4. UPLOADS
a) Oriel cannot guarantee that any and/or all your assets will be uploaded to and/or be compatible with Oriel successfully or completely nor can Oriel guarantee that such assets will always be displayed in a playlist as desired or appear and/or be transmitted as desired on a device.
b) Oriel is not intended for use with any asset which is entirely unique and original as an asset/content within Oriel and of which no other copy or duplicate file exists because assets uploaded to Oriel may be altered or impacted during the upload and/or display process and may also be erased by Oriel for non-payment of service fees or other violations of this Agreement.
5. GENERAL PROPRIETARY RIGHTS, LICENSE AND USE FOR CONTENT AND SOFTWARE
a) Subject to the terms contained in this Agreement, Oriel grants you a non-exclusive, non- transferable license to use and otherwise utilize Oriel for your personal or business use during the term and within the scope of this Agreement. You may not assign or sublicense, to any person or entity, or third party any rights or obligations set forth herein.
b) Any content which you submit, post to or otherwise transmit or make available to Oriel and/or to or through Oriel generally shall result in you granting to us a non-exclusive, non-transferrable, royalty-free, perpetual, worldwide license for the use of such content for our own internal purposes including but not limited to metric or analytic undertakings consistent with our Privacy Policy, and the use of such content by us for purposes which without limitation may include or be similar to training, reference, analysis or comparison. YOU AGREE, REPRESENT AND WARRANT THAT NO CONTENT WHICH YOU SUBMIT, POST TO OR OTHERWISE TRANSMIT OR MAKE AVAILABLE TO OR THROUGH ORIEL OR ORIEL GENERALLY SHALL BE, OR SHALL BE VIEWABLE AS INFRINGING UPON THE RIGHTS OF ORIEL OR OF ANY THIRD PARTIES INCLUDING ANY VIOLATION OF ANY COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET, MORAL RIGHT WHERE APPLICABLE, RIGHT OF PUBLICITY, RIGHT OF PRIVACY, RIGHT CLAIMABLE UNDER ANY INTERNATIONAL TREATY OR CONVENTION, LIBELOUS, DEFAMATORY, FRAUDULENT, THREATENING, ILLEGAL, OR OTHERWISE INCONSISTENT WITH ANY RIGHTS HELD BY YOU, ORIEL, OR ANY THIRD PARTY IN ACCORDANCE WITH ANY APPLICABLE LAW, EITHER FOREIGN OR DOMESTIC. If any content transmitted or provided by you violates these restrictions or any other provision of this Agreement, you shall be viewed as being in violation of this Agreement and may be subject to immediate suspension or termination of your privileges of use of Oriel or any service or product of Oriel generally, as well as the indemnification and defence of Oriel as detailed hereunder. You also understand and agree that any content existing in any part of a Oriel system or service, including any aspect of Oriel and/or posted/provided/submitted/uploaded by you may (but not necessarily will) be subject to the review of Oriel personnel or independently contracted parties (without any obligation on the part of Oriel to do so) and that such content may be required to be transmitted through various systems and/or presented in a slightly altered or otherwise not original state in order to be compatible with our Site, Service, System and Software. Oriel makes no assurance of content/asset review or standards of any kind and accepts no responsibility for doing so, but where any asset is provided by you to Oriel, Oriel may remove/erase such asset(s) without prior notice to you if such asset(s) violate this Agreement.
6. USAGE TERMS
a) Compatible Devices and Software. Use of the Services requires compatible devices, and certain software may require periodic updates, and your use of the Services may be affected by the performance of these elements. You can access the Content with almost any Internet-connected computer or through the Oriel application available for certain mobile or other devices (Internet connection required) (each, a “Compatible Device”). Additionally, certain components of the Services or your Service Tier(s) may only be compatible with a subset of Compatible Devices or require download of certain software, even if other aspects of the Services can be accessed on any Compatible Device. You can add a Compatible Device to your Oriel account by downloading the Oriel application to the Compatible Device and by signing into your Oriel account through the application.
b) Internet Connection. You must have a high speed Internet connection in order to access and use certain aspects of the Services.
c) Future Unavailability. It is possible that the Services and/or some or all Content may not be available for streaming or downloading at any given time including (i) during any maintenance or update periods; (ii) any power or server outages; (iii) as a result of war, riots, strikes, social unrest; or (iv) as a result of other matters beyond the control of us or third parties. We will take reasonable efforts to provide you with as much prior notice as possible; however, we shall have no liability to you in such event. There may be times when we have to remove certain features or functionality and/or devices or platforms from being able to access the Services.
d) Promotional and Experimental Features. In our continued assessment of the Services, we may from time to time, with respect to any or all of our users, experiment or otherwise offer certain features or other elements of the Services, including promotions, features, advertisements, user interfaces, plans and pricing. You acknowledge that these are implemented in our sole discretion, may be subject to additional terms, and may not apply to every subscriber.
e) Fair Use Policy. Within the Oriel environment, You can store media files that are used for digital signage content. These files can be photos, videos, or web URL addresses. In order to ensure that you maintains storage capacity for its all its customers, You are only permitted to upload media files that you will use for digital signage content. If Oriel determines that you are using Oriel to store media that is not used for digital signage content, Oriel reserves the right to limit the storage capacity of your account. Under normal use, you will have more than enough storage capacity for media files that are used for digital signage content.
7. SUSPENSION
a) You agree that we may, in our sole discretion and without notice or liability to you, restrict, suspend, or terminate your access to part or all of the Services, and to any Content if we believe you are using or have used the Services in violation of this Agreement or applicable law or regulations or in any manner other than for their intended purpose and in accordance with all other guidelines and requirements applicable thereto. Without limiting the foregoing, we may restrict or suspend your access to your Oriel account for cause, which cause includes but is not limited to (a) requests from law enforcement or other government authorities, (b) unexpected technical issues or problems, or (c) if we reasonably believe that your Oriel account has been created fraudulently, your Oriel account has been accessed fraudulently, or anyone uses your Oriel account to commit fraud or for any purpose other than its intended purpose and in accordance with all of the requirements applicable thereto. We also reserve the right, but are not required, to terminate any Oriel account that remains inactive for an extended period of time, e.g., more than one year (failure to log in to your Oriel account will constitute inactivity for purposes of this Agreement).
b) You agree that we will not be liable to you or to any third party for any such restriction, suspension, or termination of your access to your Oriel account or the Content.
c) We also reserve the right to take appropriate legal action against you for violating intellectual property rights, fraud, or similar grounds for termination.
d) Our decision to delay exercising or enforcing any right or remedy under this Agreement will not constitute a waiver of such right or remedy with respect to any party.
8. LIMITED WARRANTY
a) IF UPON PURCHASE BY YOU, ORIEL IS NOT WORKING IN ACCORDANCE WITH THE SPECIFICATIONS PROVIDED IN THIS TERMS OF SERVICE AND SALE OR AS SET FORTH IN OUR FAQ, OR IS NOT RECEIVED UPON PURCHASE, YOU MAY NOTIFY ORIEL WITHIN 30 DAYS OF DISCOVERING SUCH ISSUE AND ORIEL WILL MAKE ALL REASONABLE ATTEMPTS TO REMEDY ANY MALFUNCTION. ORIEL MAKES NO OTHER WARRANTIES OR REPRESENTATIONS ABOUT THE USABILITY, PERFORMANCE, FUNCTIONALITY, SAFETY OR COMMERCIAL, TECHNICAL OR PERSONAL VIABILITY OF ORIEL. YOU SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON ORIEL’S BEHALF. YOU SHALL INDEMNIFY ORIEL AGAINST ANY WARRANTIES MADE IN ADDITION TO ORIEL’S STANDARD WARRANTY STATEMENTS AS PROVIDED IN THIS SECTION 6.0 OR ANY MISREPRESENTATION OF ORIEL’S REPUTATION OR OF ORIEL’S PRODUCTS AND SERVICES.
b) SERVICES DESCRIBED HEREIN SHALL BE PERFORMED CONSISTENT WITH INDUSTRY STANDARDS. YOU MUST NOTIFY ORIEL PROMPTLY, BUT IN NO EVENT MORE THAN THIRTY (30) DAYS AFTER COMMENCEMENT OF THE SERVICES, OF ANY CLAIMED BREACH OF THIS WARRANTY. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE, AT ORIEL’S OPTION, RE-PERFORMANCE OF THE SERVICES, OR TERMINATION OF THE AGREEMENT OR THE APPLICABLE SERVICE AND RETURN OF THE PORTION OF THE SERVICE FEES PAID TO ORIEL BY YOU FOR SUCH NON-CONFORMING SERVICES.
c) THE LIMITED WARRANTIES REFERENCED IN THIS SECTION 8.0 DO NOT APPLY IF ORIEL A) HAS BEEN ALTERED OR CHANGED IN ANY FASHION (INCLUDING ANY MODIFICATIONS TO ITS OPERATING SYSTEM OR COMPATIBILITY PARAMETERS), EXCEPT AS BY ORIEL, B) HAS NOT BEEN INSTALLED, OPERATED, REPAIRED, USED OR MAINTAINED IN ACCORDANCE WITH INSTRUCTIONS MADE AVAILABLE BY ORIEL EITHER IN THE AGREEMENT OR OTHERWISE, C) HAS BEEN SUBJECTED TO ABNORMAL OR UNUSUAL PHYSICAL OR ELECTRICAL STRESS OR ENVIRONMENTAL CONDITIONS, MISUSED, OR NEGLIGENTLY HANDLED OR OPERATED; D) IS ACQUIRED BY YOU FOR BETA, EVALUATION, TESTING, DEMONSTRATION PURPOSES OR OTHER CIRCUMSTANCES FOR WHICH ORIEL DOES NOT RECEIVE A PAYMENT OF A PURCHASE PRICE OR LICENSE FEE.
d) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, ORIEL HEREBY DISCLAIMS AND CUSTOMER WAIVES ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING, WITHOUT LIMITATION, ANY WARRANTY, CONDITION, OR TERM a) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, REASONABLE CARE AND SKILL, NON- INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, OR SYSTEM INTEGRATION, OR b) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT PERMITTED BY LAW, IF A WARRANTY, CONDITION, OR TERM CANNOT BE DISCLAIMED, SUCH WARRANTY, CONDITION, OR TERM SHALL BE LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD.
9. NO WARRANTY
a) ORIEL DOES NOT GUARANTEE THAT OUR SITE, SERVICES AND/OR SYSTEM OR ANY ASPECT OF ORIEL WILL BE ERROR FREE OR COMPLETELY SECURE, OR WILL OPERATE IN AN UNINTERRUPTED MANNER, OR THAT ERRORS OF DEFECTS WILL ALWAYS BE CORRECTED. YOUR USE OF THE WEBSITE, THE SYSTEM, AND OUR SERVICES AND OF ORIEL GENERALLY IS AT YOUR SOLE RISK. ORIEL MAKES NO WARRANTY THAT OUR WEBSITE, SYSTEM OR SERVICES OR ORIEL GENERALLY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. OUR SERVICES, SITE AND SYSTEM AND ORIEL GENERALLY ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT (INCLUDING, WITHOUT LIMITATION, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT), AVAILABILITY, RELIABILITY, TIMELINESS, ACCURACY, SECURITY, COMPLETENESS, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT OR SYSTEM INTEGRATION, WHETHER ARISING BY LAW, EQUITY, CUSTOM OR CONDUCT. ORIEL MAKES NO WARRANTY OF ANY KIND AS TO THE RESULTS THAT MAY BE OBTAINED FROM OUR SERVICES. FURTHERMORE, ORIEL MAKES NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY OFFER SERVED/PRESENTED VIA OUR SERVICES OR ANY PRODUCTS, OR ANY SERVICES OR BENEFITS ORDERED OR OTHERWISE ACQUIRED THROUGH OUR COMPANY OR SYSTEM OR ANY TRANSACTIONS ENTERED INTO THROUGH OUR SERVICES/SYSTEM OR ANY OTHER PLACE WHERE ORIEL MAY BE AVAILABLE AND/OR ACCESSIBLE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED FROM OUR SITE, INCLUDING ANY CODE, OR THROUGH THE USE OF ANY OF OUR SERVICES, IS DONE AT YOUR SOLE RISK AND DISCRETION AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR SYSTEM.
10. CONFIDENTIAL INFORMATION
a) “Confidential Information” to be disclosed by you under this Agreement may be information regarding you network operations, technical plans, marketing, financial and personal data. Further, “Confidential Information” to be disclosed may be information regarding Oriel’s products and services, technical, financial and marketing data, information relating to future product and service development, and information which may be posted from time to time on Oriel.tv and/or Orielapp.com. Except to the extent applicable under the Oriel and Oriel Privacy Policy, content uploaded to Oriel for use with Oriel, otherwise interfaced with Oriel by you and otherwise considerable as an asset, shall not be considered “Confidential Information” unless specifically designated as such in a writing signed by Oriel.
b) The receiving party (“Receiving Party”) of any Confidential Information may use the Confidential Information solely for the purpose of furtherance of the business relationship between the parties (if applicable), as provided in this Agreement and the Privacy Policy, and shall not disclose the Confidential Information to any third party, other than to employees of the Receiving Party who have a need to have access to and knowledge of the Confidential Information, solely for the purpose(s) authorized above, unless written or electronic permission is granted by the Disclosing Party to the Receiving Party as provided in this Agreement and the Privacy Policy. Notwithstanding the foregoing, when Oriel is the Receiving Party, it may disclose Confidential Information to any employee or contractor of Oriel or Oriel’s directly and indirectly wholly owned subsidiaries having a need within his or her authorized scope of employment to have access to or knowledge of the Confidential Information. Each party shall take appropriate measures by instruction and agreement prior to disclosure to such employees to assure against unauthorized use or disclosure.
c) The Receiving Party shall have no obligation with respect to information that i) was rightfully in possession of the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; ii) is, or subsequently becomes, legally and publicly available without breach of the Agreement; iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; iv) is developed by or for the Receiving Party without use of the Confidential Information and such independent development can be shown by documentary evidence; or v) is disclosed by the Receiving Party pursuant to and in accordance with a valid order issued by a court or government agency, provided that the Receiving Party provides a) prior written notice to the Disclosing Party of such order and b) the Disclosing Party prior opportunity to oppose or restrict such disclosure. Upon written demand by the Disclosing Party, the Receiving Party shall: i) cease using the Confidential Information, ii) return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) days of receipt of demand except where transfer and/or storage capabilities mandate a different time frame, and iii) upon request of the Disclosing Party, certify in writing that the Receiving Party has complied with the obligations set forth in this paragraph.
d) Each party shall retain all right, title and interest to such party’s Confidential Information. No license to any intellectual property (or application for intellectual property protection) is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software, methods, systems, devices, apparatuses or other utility elements disclosed to it and shall not remove, overprint or deface any notice of copyright or confidentiality, trademark, trade- secret, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party or from any copies the Disclosing Party is authorized to make.
e) Neither party shall disclose, advertise, or publish either the existence, the subject matter, any discussions relating to, or any of the terms and conditions, of this Agreement (or any summary of any of the foregoing) to any third party without the prior written consent of the other party. Any press release, publication, advertisement or public disclosure regarding this Agreement is subject to both the prior review and the written approval of both parties.
f) Oriel may display publicly available customer logos on its website. If the customer does not wish to have the logo displayed, the customer must send a request to support@Oriel.tv that expressly states that Oriel may not use the customer logo.
11. TERM AND TERMINATION
a) This Agreement shall commence on the Effective Date and continue thereafter for a period of one year, unless sooner terminated, as set forth below. The Agreement shall be automatically renewed thereafter, for successive one (1) year periods, unless at least forty-five (45) days prior to the date of any such renewal, either party shall have given written notice to the other of its intention that the Agreement not be renewed. The Agreement shall automatically terminate at the end of the annual period during which such notice is given. Upon termination of the Agreement or in any other instance where you do not agree to abide by the Agreement, You shall cease to have any permission to use Oriel and Oriel shall no longer store, transmit or display to the benefit or use your data, content or assets otherwise except that Oriel may continue to store your data as required and allowed for Oriel’s own internal use as detailed by the Agreement and Privacy Policy. Upon termination the obligation to return and/or discontinue storage or use of your data shall not extend to data held or stored by any third parties and Oriel shall bear no responsibility of any kind from such use/storage as may arise.
b) In no event shall termination actively occur during a period which the requirements of termination would disrupt Oriel’s secure transfer and storage of data and/or its provision of services to you under the Agreement; in such an event, where termination is requested and/or mandated, it shall be instituted at the earliest reasonable convenience following such period where transfer, storage and/or service might otherwise be compromised.
c) Either party may terminate this Agreement at any time by providing the other party with at least forty-five (45) days’ prior written notice of termination, but so long as you are using or otherwise accessing Oriel or allowing the same, you shall be subject to this Agreement and they shall endure. Early termination does not void contractual payment obligations.
d) If a party breaches any of the provisions of this Agreement, the non-breaching party may terminate this Agreement as follows: a) immediately upon providing written notice to the breaching party if the breach is not capable of being cured, and b) thirty (30) days after providing written notice to the breaching party if the breaching party fails to cure such breach within such thirty (30) day period.
e) In addition to the aforementioned, Oriel may terminate this Agreement immediately upon written notice in the event that you are in breach of any portion of this agreement.
f) Upon termination or expiration of this Agreement, a) Oriel reserves the right to cease all further delivery/execution/transfer of Product or Services, b) all outstanding invoices immediately become due and payable by electronic transfer or certified or cashier’s check, and c) all your rights and licenses under this Agreement shall terminate. If Oriel agrees to complete delivery/execution/transfer of any further Products or Services due against any existing Purchase Orders then you shall pay for such Products or Services in advance by electronic transfer or certified or cashier’s check.
12. COMPLIANCE WITH LAWS
a) In connection with the sale or distribution of Oriel and/or any Oriel Products or Services, or otherwise in carrying out its obligations under this Agreement, you represent and warrant that you shall obtain all licenses, permits and approvals required by any government or applicable authority, including any restrictions upon data disclosure or transfer or intellectual property contained in such data, and you shall indemnify, defend and otherwise hold harmless Oriel for any claims brought against you or Oriel arising out of or related to your breach of your representations and warranties provided herein or any damages, judgments, fees (including reasonable Attorney’s Fees) incurred by Oriel for the same.
13. LIMITATION OF LIABILITY
a) Subject to the following paragraph, and notwithstanding anything else in this Agreement to the contrary, all liability of Oriel, its affiliates, officers, directors, employees, agents and suppliers collectively for claims under this Agreement or otherwise howsoever arising (including, without limitation, in contract, tort (including negligence) and/or under any indemnity) shall be limited separately for Products and Services purchased and/or otherwise used, uploaded, downloaded or accessed in any fashion to the money paid to Oriel for such Products and/or Services, separately and as applicable, under this Agreement and only in the amount of such transactions during the twelve (12) month period preceding the event or circumstances first giving rise to such liability. This limit of liability for Products and Services is cumulative and not per-incident (i.e., the existence of two or more claims will not enlarge this limit). Where no transaction has occurred due to the lack of any purchase (such as use of Oriel), then liability shall be strictly limited to $10 cumulatively for the life of the use and or accessing of the concerned product(s) as described in this, Section.
b) Nothing in this Agreement shall limit the liability of Oriel, its affiliates, officers, directors, employees, agents and suppliers to you for Oriel’s liability arising from fraudulent misrepresentation, or any liability of Oriel which cannot be excluded under applicable law.
14. WAIVER OF CONSEQUENTIAL AND OTHER DAMAGES
a) Subject to the exceptions enumerated below in this paragraph, and notwithstanding anything else in the TOS to the contrary, in no event shall Oriel, its respective affiliates, officers, directors, employees, agents or suppliers be liable for any special, incidental, indirect or consequential damages, or lost revenue, lost profits, or lost or damaged data, loss of use, loss of goodwill, loss of anticipated savings, wasted expenditure (other than any expenditure necessarily incurred in order to discharge the innocent party’s duty to mitigate) whether arising in contract, tort (including negligence), or otherwise, even if such party has been informed of the possibility thereof. The foregoing waiver shall not apply to any liability arising out of i) fraudulent misrepresentation, ii) any terms which cannot be excluded under applicable law, iii) amounts due for Products and Services purchased/used/transferred with respect to the payment for which no bona fide dispute exists (refunds).
15. MISCELLENIOUS PROVISIONS
a) Third-Party Services and Content. The Services may integrate, be integrated into, or be provided in connection with third-party services and content. We do not control those third-party services and content. You should read the terms of use, agreements and privacy policies that apply to such third-party services and content. If you access the Services using a third-party service or device (for example, an Apple iOS, Android or Microsoft Windows-powered device) then Apple Inc., Google, Inc. or Microsoft Corporation, respectively, or another such company that offers a third-party service or device, shall be a third-party beneficiary to this contract. However, these third-party beneficiaries are not parties to this contract. You agree that your access to the Services using these devices also shall be subject to the usage terms set forth in the applicable third-party beneficiary’s terms of service.
b) Mobile Networks. When you access the Services through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. Downloading, installing or using the Services may be prohibited or restricted by your network provider and the Services may not work with your network provider or device.
c) Export Controls. Software and the transmission of applicable technical data, if any, in connection with the Services, are subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.
d) Submissions and Unsolicited Ideas Policies. Our policy does not allow us to accept or consider unsolicited creative ideas, suggestions or materials. In connection with anything you submit to us, whether or not solicited by us, you agree that creative ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type. We do not claim ownership over any ideas, suggestions, or other materials submitted; however, as to such materials, you grant us a non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, display, create derivative works, or otherwise exploit them for any purpose without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity.
e) General Contact Information. For any matters where specific contact procedures are not provided for elsewhere in this Agreement, you may contact Oriel by sending an email to legal@Oriel.tv.
f) Choice of Forum. You agree that any action at law or in equity arising out of or relating to this Agreement that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in the State of Missouri, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
g) Choice of Law. This Agreement is governed by and construed in accordance with the laws of the State of Missouri and the laws of the United States, without giving effect to any conflict of law principles.
h) Severability. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
i) Survival. The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.
j) Entire Agreement. This Agreement and the provisions referenced herein, along with any agreements or policies that are incorporated herein by reference, constitute the entire agreement between you and us pertaining to the subject matter hereof and supersedes all prior or other arrangements, understandings, negotiations and discussions, whether oral or written. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.