Optinfer (hereinafter "Optinfer") provides the Optinfer.com website and its associated content and services (collectively "Website") on a limited basis. The following terms and conditions contained within this agreement (hereinafter "Agreement") govern your use of and access to the Website and contain important information about your rights, duties, and obligations when using the Website. If you do not agree with the terms and conditions contained within this Agreement, you are expressly prohibited from using the Website and must discontinue your use of the Website immediately.
Optinfer MAY, FROM TIME TO TIME, MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE. Optinfer RESERVES THE RIGHT TO MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE IN ITS SOLE AND ABSOLUTE DISCRETION. IN THE EVENT Optinfer MODIFIES, LIMITS, CHANGES, OR REPLACES THE WEBSITE, YOUR USE OF THE WEBSITE AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT.
Warranties and Representations
You warrant and agree that you have the right, power, and legal capacity to enter into this Agreement and to adhere to the terms and conditions hereunder and that you are not prohibited from entering into this Agreement by any preexisting agreement. You warrant and agree that you are a human individual that is eighteen (18) years of age or older and that you are not a bot, script, or other computer or machine, excluding search engine spiders. If you are under the age of eighteen but are at least sixteen years of age or above, you may only use the Website with parental consent. If you are between the age of sixteen and seventeen, you warrant that you have obtained the authorization of your parent or guardian before using the Website.
If you are entering into this Agreement on behalf of a third party, you warrant and agree that you are an authorized representative of that third party and have the authority to bind that third party to the terms of this Agreement. You warrant and agree that you will access the Website from your own computer or mobile device and that you will not impersonate any person or entity or forge any identifiers or origin or source, such as IP addresses or packet headers, in accessing or using the Website. You agree to comply, in good faith, with the terms of this Agreement.
You acknowledge and agree that the Website is the property of Optinfer and is protected by all applicable laws, intellectual property or otherwise. The Website may not be used, modified, copied, distributed, framed, reproduced, crawled, aggregated, reverse engineered, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written consent of Optinfer. The foregoing prohibition on crawling and aggregation will not apply to search engines or non-commercial and publicly available archives that appropriately comply with Optinfer' robots.txt file.
Optinfer hereby grants you a limited, non-exclusive, non-sublicensable, royalty free, non-assignable, and revocable license to use the Website for your personal and non-commercial use. You are expressly prohibited from reproducing, modifying, distributing, publishing, licensing, creating derivative works of, selling, publicly displaying, or publicly performing the Website outside of the uses expressly stated in this Agreement.
Optinfer may provide you with the ability to register a member account, which may provide you with access to additional areas and features of the Website that are not accessible to non-members, such as the ability to contact ZingBee users, to upload data or content in different Website categories, or to purchase a subscription to the Local Business or Business categories. (hereinafter "Member Account"). Your Member Account is protected by a username and password. You acknowledge that you are solely responsible for maintaining the security and confidentiality of your username and password and for any access to your Member Account, whether authorized or unauthorized. In the event your Member Account is accessed without your authorization, you agree to immediately provide notice to Optinfer.
You have a duty to ensure that the information that you provide through your Member Account is truthful, current, complete, and accurate. You understand and agree that you have an ongoing duty to update and keep current the information provided through your Member Account if and when that information changes. You are expressly prohibited from creating a Member Account that impersonates another person, contains offensive or obscene language, or otherwise violates the rights of a third party. You expressly agree that you will not register more than one Member Account and that you will not use your Member Account to interfere with or disrupt a third party's enjoyment and use of the Website. Optinfer reserves the right to restrict access to, suspend, disable, or delete your Member Account at any time, in its sole discretion, and without prior warning. You are expressly prohibited from selling, leasing, lending, assigning, or otherwise transferring your Member Account.
You understand and agree that your Member Account may provide you with the ability to upload User Generated Content and provide that content to third parties. You may limit third parties' ability to view your User Generated Content by modifying your setting and share options.
By creating a Member Account, you agree that Optinfer may contact you by any available means, including but not limited to by email.
By creating a Member Account, you represent and warrant that you are not bound by or a party to any exclusive arrangement or agreement, whether contractual or otherwise, that would prohibit you from using the Website and its associated services.
Selling Services Through Member Accounts
Optinfer may provide you with the ability to sell or advertise products or services through your registration of a Member Account. You warrant and agree that the information that you provide on the Website through your Member Account, including but not limited to information concerning your products or services, will be accurate, current, and complete. You agree to indemnify, defend, and hold harmless Optinfer from and against any and all claims arising out of or in relation to your sale of goods or services through the Website. Your duty to defend Optinfer pursuant to this section will not provide you with the ability to control Optinfer' defense, and Optinfer reserves the right to control its defense, including the choice to settle or litigate a claim.
Purchasing Subscription Accounts
Optinfer may provide you with the ability to purchase a subscription to use certain areas of the Website, including but not limited to the Business and Local Business categories (hereinafter "Subscription Account"). Optinfer may charge fees or charges to you for your purchase of a Subscription Account. You agree to pay all fees or charges on time, and Optinfer may terminate or disable your access to the Website or your Member Account if you fail to pay any amount owing to Optinfer when due.
ou agree to pay all applicable taxes or charges imposed by any governmental entity anywhere in the world in connection with your use of the Website. All costs and fees are quoted and payable in United States dollars.
You agree that you will not initiate any chargebacks to Optinfer unless otherwise authorized by Optinfer in writing. You understand and agree that you will be responsible and required to pay for any costs associated with any chargebacks that you have initiated against Optinfer.
In the event you dispute the amount or validity of any payments made under this Agreement, you must notify Optinfer within ten (10) days of any such dispute. You understand that your failure to notify Optinfer of any dispute within ten (10) days will constitute your express waiver of any claims related to the disputed payment.
Optinfer reserves the right at any time to modify or discontinue the Website or any of its associated services without notice and in its sole and absolute discretion. Optinfer reserves the right at any time to modify the price charged for the goods offered through the Website.
User Generated Content
You are responsible for any user generated content that you submit to Optinfer or the Website, including but not limited to any text, photos, profile information, name, likeness, music, video, advertisements, listings, information, photographs, designs, ideas, selections, or other content (collectively "User Generated Content"). Your User Generated Content belongs to you, subject to copyright, trademark, or other intellectual property rights, including but not limited to Optinfer' rights as outlined below.
If you submit User Generated Content to the Website or create User Generated Content through the Website, you agree to grant Optinfer an irrevocable, royalty free, and non-exclusive license to use that User Generated Content for the purposes of the Website. The purposes of the Website may include but are not limited to making copies of your User Generated Content for archival purposes and reproducing, displaying, publicly performing, creating derivative works of, or distributing your User Generated Content to third parties.You agree to waive all moral rights in your User Generated Content across the world, whether you have or have not asserted moral rights in or to your User Generated Content.
You expressly agree that you will not use the Website or your Member Account to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended use of the Website or your Member Account. Specifically, you are expressly prohibited from:
Term and Termination
This Agreement will remain in full force and effect until terminated under the terms of this Agreement. You may terminate your Member Account through your Member Account control panel. Optinfer may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to for your violation of a term or condition of this Agreement.
Third Party Content
The Website may contain links to third party content and websites that are not owned or controlled by Optinfer. You acknowledge and agree that Optinfer is not responsible and cannot be held liable for third party content and websites.
Disclaimer of Warranties
Optinfer DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR ANY GOODS OR SERVICES PURCHASED THROUGH THE WEBSITE. Optinfer PROVIDES THE WEBSITEON AN AS-IS BASIS AND WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.
Optinfer WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONTENT POSTED ON THE WEBSITE, ANY THIRD PARTY LINKS POSTED ON THE WEBSITE, ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE, OR ANY CONTENT TRANSMITTED THROUGH THE WEBSITE WHETHER OR NOT THAT CONTENT IS TRANSMITTED THROUGH MEMBER ACCOUNTS. Optinfer DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF IDENTITY, UNAUTHORIZED ACCESS TO A MEMBER ACCOUNT, OR ALTERATION THEREOF. Optinfer RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AT ANY TIME.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT Optinfer WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE WEBSITE OR OUT OF ANY TRANSACTION ENTERED INTO THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT Optinfer CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID FOR GOODS PURCHASED THROUGH THE WEBSITE, AND IN NO CASE WILL THAT AMOUNT EXCEED $100. IF NO AMOUNT IS PAID BY YOU TO Optinfer, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.
SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR STATE OR PROVINCE DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW OF YOUR STATE.
You agree to hold harmless, indemnify, and defend Optinfer, its officers, employees, agents, successors, and assigns, from any and all claims, demands, losses, damages, rights, and actions of any kind, including without limitation property damage, infringement, personal injury, and death, that either directly or indirectly arises out of or is related to your use of the Website, any transactions entered into through the Website, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party. Your obligation to defend Optinfer under the terms of this Agreement will not provide you with the right to control Optinfer' defense, and Optinfer reserves the right to control its defense regardless of your contractual requirement to defend Optinfer.
You hereby understand and agree that you are prohibited from assigning your rights and obligations under this Agreement. Optinfer may assign its rights and obligations under this Agreement at any time, including but not limited to in a sale of the Website.
Resolution of Disputes and Governing Law
This Agreement will be interpreted under and governed by the laws of the State of Texas without giving effect to any conflicts of laws principles. You agree that any claim or dispute that you may have against Optinfer will be exclusively resolved through arbitration.
YOU AND Optinfer AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE WEBSITE,OR YOUR PURCHASE OF ANY GOODS OR SERVICES THROUGH THE WEBSITE, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN WYLIE, TEXAS AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF TEXAS AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY'S REASONABLE ATTORNEYS' FEES. YOU AND Optinfer AGREE THAT BOTH PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF TEXAS IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. YOU AND Optinfer AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
A finding that any term or provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of this Agreement. Any term or provision of this Agreement that is found to be invalid or unenforceable will be reformed to the extent necessary to make it valid and enforceable.
You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.
The Website is not directed to persons under the age of sixteen (16) and Optinfer will not knowingly collect personally identifiable information from individuals under the age of eighteen (18) without parental consent. If Optinfer inadvertently collects personally identifiable information, Optinfer will delete the personally identifiable information in accordance with its security protocols.
Optinfer AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR ANY GOODS PURCHASED THROUGH THE WEBSITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.
All rights not expressly granted herein are reserved to Optinfer.