Website Terms of Use

Last Reviewed: January 2024

Please read these Terms of Use carefully because they apply to your use of our Website and constitute a legally binding agreement between you and us. By visiting our Website you (A) agree to comply with all of the terms and conditions WITHIN THE Terms of Use, including our Privacy Policy and any Additional Terms; AND (b) rEPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. iF AT ANY POINT YOU DO NOT AGREE TO THESE TERMS, Please do not use this WEBSITE.

These “Terms of Use” represent and contain the terms and conditions that constitute the legal agreement between you and Opti9 Technologies a Delaware Company (“we”, “our” or “us”), regarding your use of our Website. The term  “Website” refers to our primary website, https://www.Opti9tech.com, as well as all equivalent, mirror, replacement, substitute or backup websites and all included web pages and all the services, features and functions that are offered and made available on, through or using our Website, as well as all of the Content that relates to our Website. Our Privacy Policy, as well as any Additional Terms (as defined below) that apply to you, are all part of these Terms of Use and form a part of your legally binding agreement with us regarding your access and use of the Website. When you use or take advantage of any features, functions or services provided on our Website or you participate or engage in activities or transactions in connection with our Website, including, but not limited to services, promotions, e-newsletters and email, you are also confirming your agreement to be bound by and comply with any and all of the additional terms and conditions that we indicate apply to you in doing or attempting to do those things (referred to individually and collectively, as “Additional Terms”).

You, and anyone visiting our Website, may be referred to in these Terms of Use as a “user”. The words “use” or “using” means any time you, or any other individual, directly or indirectly, with or without the aid of a machine or device, does or attempts to visit, access, interact with, use, display, view, print or copy, transmit, receive or exchange data or communicate with our Website or in any way utilizes, benefits, takes advantage of or interacts with any feature, function or service of the Website, in any way and for any purpose whatsoever. We obtain certain information from all users of our Website and you should refer to our Privacy Policy that contains important information and disclosures relating to our collection, maintenance and use of information we obtain from you in connection with your use of our Website.

MODIFICATIONS

We have the right, any time and from time to time, for any reason in our discretion, to change these Terms of Use, including the Privacy Policy and any Additional Terms that apply to our Website. We will post notices of material changes on our Website home page and we may also, at our discretion, send you an email regarding any changes. Once we post them, these changes become effective immediately. If you use our Website after we post a notice of a change, you will be bound by the change. Please check back to these Terms of Use frequently so you are aware of the most current terms and conditions of your agreement with us. We also reserve the right, any time and from time to time, in our discretion, to modify, suspend or discontinue all or any portions of our Website without notice and without liability to you or any other party.

COLLECTION AND USE OF YOUR INFORMATION

You agree that we may collect personal information about you when you visit our Website, as described in our Privacy Policy.

 

THIRD PARTIES

These Terms of Use do not cover any other websites, web pages, services, transactions, relationships, activities or other things, nor any transactions or relationship you may have with any of our suppliers, advertisers, licensors, internet service providers, operational service providers, promotional partners, sponsors or any other person, firm or enterprise, unless specifically stated. Opti9 holds no responsibility or liability for the content, accuracy, or privacy policies of these third parties. Additionally, these Terms of Use also do not cover your rights or responsibilities with respect to third party content or links that may direct your browser or your connection to third party sites or pages, even if they appear on or are linked with our Website and you should refer to the terms of use and privacy policies applicable to these third parties since they, not us, are responsible for them.

The display of URLs, hypertext links on our Website (including within messages) or any other form of re-direction of your connection to, with or through our Website (‘links’) is not an endorsement, nor do we have any obligation, responsibility or liability resulting from any links. We do not verify or have any responsibility for any other parties or websites (or their privacy policies) or for any of their goods or services even if we have a marketing, advertising or other arrangement with them. If a third party obtains information from or about you, we have no responsibility or liability for their conduct or activities.

ELECTRONIC COMMUNICATIONS

When you visit the Website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you through the e-mail that you have provided us or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

ACCOUNT SECURITY

If you have a registered account, you are responsible for safeguarding any passwords that you may use to access such account and you agree not to disclose your passwords to any third parties. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account. You acknowledge that if you wish to protect the transmission of your Content to us, it is your responsibility to use a secure encrypted connection to communicate with the Website.

PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY

“Content” refers to all content, audio-visual, text, graphics, messages, newsletters in electronic or any other form, artwork, illustrations, images, photographs, animations, data, information, databases, designs, other proprietary information and materials and all copyrightable or otherwise legally protectible elements of our Website, tangible or intangible, including, without limitation, the selection, sequence, ‘look and feel’ and arrangement of items, as well as all copyright and other rights in Marks or other intellectual property which you may encounter, which are provided by, available from, or for your use in connection with our Website. We use the term “Marks” to refer to trademarks, service marks, logos, brands and brand names, trade dress and trade names and all other distinctive identification. Marks that are not our property are used with permission from the applicable third party. You may not alter, delete, obscure or conceal any copyright or other notices, nor are you permitted to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate or use any Content in violation of these Terms of Use.

Content is either our property or owned by our licensors, suppliers, operational service providers, advertisers, business or promotional partners or sponsors and is legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and international treaties. We make no representations about the accuracy, reliability, completeness, or timeliness of any Content or the results to be obtained from using our Website and you expressly agree that your use of our Website is solely at your own risk. You agree that all of these entities are third-party beneficiaries under these Terms of Use and both we and they can protect our respective rights and enforce these Terms of Use against you. Any rights not specifically granted to you by us are fully reserved by us and any unauthorized or prohibited use of our Website may subject you to civil liability, criminal prosecution, or both.

REVIEWS, COMMENTS AND OTHER FEEDBACK

You may post reviews, comments and other Content, and submit suggestions, ideas, comments, questions, or other information on or through our Website, provide that such Content complies with our Acceptable Use Policy. We reserve the right (but not the obligation) to remove or edit such Content, but do not regularly review posted Content. If you do post Content or submit material, and unless we indicate otherwise, you grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Content throughout the world in any media. You further grant us and our sublicensees the right to use the name that you submit in connection with such Content.

You and third parties may be permitted to upload certain software (including machine images), data, text, audio, video, images or other Content (“Third Party Content”) to community areas of the Website. You acknowledge that (a) we have not tested or screened Third Party Content, (b) you use any Third Party Content is at your sole risk, and Third Party Content may be subject to separate license terms as determined by the person posting such Content.

You represent and warrant that (i) you own or otherwise control all of the rights to the Content (including any Third Party Content) that you post; (ii) such Content is accurate; (iii) such  Content complies with our Acceptable Use Policy; and (iv) you will indemnify us for all claims resulting from such Content. We have the right but not the obligation to monitor and edit or remove any activity or Content. We take no responsibility and assumes no liability for any Content posted by you or any third party.

COPYRIGHT INFRINGEMENT

If you believe that your Content has been copied and posted in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent with the following written information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed upon; (3) a description of where the material that you claim is infringing is located within the Website; (4) your address, telephone number, and e-mail address; (5) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Please note that failure to comply with all of the requirements of Section 512©(3) of the DMCA, your DMCA Notice may not be effective. Additionally, if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

 

Our Copyright Team can be reached as follows:

 

Opti9 Copyright Team

501 Franklin Avenue, Suite 200

Garden City, NY 11530

Email: Legal@opti9tech.com

 

If you believe that the material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us by submitting written notification. Please provide our Copyright Agent with the following written information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed upon; (3) a description of where the material that you claim is infringing is located within the Website; (4) your address, telephone number, and e-mail address; (5) a statement by you that you have a good-faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; (6) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (7) A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

 

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

OUR WEBSITE IS MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND OR ANY GUARANTEE OR ASSURANCE THE WEBSITE WILL BE AVAILABLE OR PERFORM AS DESCRIBED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR WEBSITE IS AT YOUR SOLE RISK. WE WILL HAVE NO RESPONSIBILITY for any harm to your computer system or devices, loss or corruption of data OR oTHER pROPRIETARY mATERIAL or other harm that results from your access to or use of the WEBSITE.

YOU UNDERSTAND AND AGREE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR OUR AFFILIATES, SUCCESSORS OR ASSIGNS NOR OUR OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, ADVERTISERS, SPONSORS, BUSINESS OR PROMOTIONAL PARTNERS, OPERATIONAL SERVICE PROVIDERS OR SUPPLIERS, SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF OR ARISING FROM OUR WEBSITE, REGARDLESS OF THE FORM OF ACTION, THE LEGAL THEORY OR BASIS OF THE CLAIM AND WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF ANY LIMITATION ON REMEDIES, DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, WE SHALL REMAIN ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS AVAILABLE UNDER THIS AGREEMENT, AT LAW AND/OR IN EQUITY, HOWEVER, IN NO EVENT SHALL OUR LIABILITY TO YOU FOR DAMAGES OR OTHERWISE EXCEED ONE HUNDRED DOLLARS (US $100), NOTWITHSTANDING ANY CLAIM THAT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES, ACCORDINGLY SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS AGREEMENT MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend and indemnify us, our affiliates, as well as our and their officers, directors, employees, agents, licensors, representatives, advertisers, sponsors, business and promotional partners, wireless or mobile carriers, operational service providers and suppliers against any and all demands, claims and actions (“Claims”) and you will hold us harmless from and against all losses, damages, costs and expenses (including reasonable attorneys’ fees) (“Losses”) resulting from your breach or violation of these Terms of Use, your violation of any law or regulation or your infringement, misappropriation or violation of the rights of any other party. We reserve the right to assume the exclusive defense and control of any such Claims and all negotiations for their settlement or compromise and you agree to fully cooperate with us.

MISCELLANEOUS

These Terms of Use, including our Privacy Policy, Acceptable Use Policy and any Additional Terms are legally binding and constitute your full and complete agreement with us regarding your access and use of the Website. They cannot be changed orally, by course of dealing or conduct or otherwise. If any term or condition is held illegal, invalid or unenforceable, this will not affect any other provision each of which will continue in effect. Any term or condition which must survive to allow us to enforce its meaning shall survive. No action arising out of these Terms of Use or your use of our Website, regardless of the form of action or basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, the date the first cause arose). Our delay or failure to take any action shall not be or be construed as a waiver of that or any other term, condition or right we may have. These Terms of Use create no third party beneficiary rights. You may not assign any of your rights in this Terms of Use, and any such attempt is void.

TERMINATION OF USE

You agree that Opti9 may, in its sole discretion, terminate or suspend your access to all or part of the Platform with or without notice and for any reason, including without limitation breach of these Terms. If you breach (or we reasonably believe you have breached) these Terms of Use, we may suspend or terminate your use of our Website, in whole or in part, without notice to you. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your use of the Website and may be referred to appropriate law enforcement authorities.

GOVERNING LAW; JURISDICTION; JURY WAIVER

Your use of our Website and these Terms of Use, shall be governed, construed and enforced by the laws of the State of New York applicable to contracts made, executed and wholly performed in New York. You unconditionally and irrevocably submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York and you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. These Terms of Use shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded and you also expressly agree to exclude the applicability of the Uniform Computer Information Transactions Act. A printed copy of these Terms of Use and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form.

IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THESE TERMS OF USE, YOU HEREBY EXPRESSLY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

Limitation of Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OPTI9 SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

ENTIRE AGREEMENT

The Privacy Policy, Acceptable Use Policy and any Additional Terms that may apply to you and your use of our Website, are incorporated into and form a part of these Terms of Use as if fully set forth herein and together represent the complete and exclusive statement of terms and conditions between you and us regarding the subject matter, superseding any and all prior or inconsistent agreements, understandings, discussions, communications, written, oral or otherwise.

YOU ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE, AGREE TO BE BOUND BY AND FULLY COMPLY WITH ALL THE TERMS AND CONDITIONS DESCRIBED HEREIN.

CONTACT US If you cannot find the answer to a question related to our Terms of Use, you may contact our Webmaster at the following:

501 Franklin Ave. Suite 200

Garden City, NY 11530

Toll Free: 1-866-932-2471

Phone: 516-938-4100

Email:info@Opti9tech.com.