These terms and any other Optimas policies referenced herein (together, the “Terms”) apply to your use of optimas.com and any related websites (the “Site”) of Optimas OE Solutions, LLC and its affiliates (“Optimas,” “we,” “us,” or “our”).
- Acceptance of Terms By accessing and using the Site, you accept and agree to be legally bound by the terms and conditions contained in these Terms. If you do not agree to these Terms, you should not access or use the Site.
- Changes to TermsWe encourage you to review the Terms regularly to know about our practices. Optimas reserves the right to modify, amend or update these Terms at any time and for any reason. If we make changes, we will let you know by revising the date at the top of the Terms. In some cases, we may also provide you with additional notice (such as sending you an email notification if you’ve provided your email address). Any changes we make to these terms will be effective immediately upon posting. Your continued use of the Site after such posting shall be deemed to constitute acceptance by you of the changes.
- Language of the TermsWhere Optimas has provided a foreign translation of the English language version of the Terms, the translation is provided for your convenience only and you agree that the English language version of the Terms will govern your usage of the Site. If there is any contradiction between the English language version of the Terms and a translation, then the English language version will take precedence.
- Scope of Use On the condition that you fully comply with these Terms, Optimas grants you a limited, nonexclusive, non-transferable and revocable license to access and use the Site. The use, reproduction, transmission or distribution of any information, software or other material made available through the Site for anything other than your company’s internal commercial use to conduct business with Optimas without the prior written consent of Optimas is strictly prohibited. You may use the Site only for purposes that are lawful and permitted by the Terms. Gathering data from the Site through harvesting, screen scraping or other automated means is strictly prohibited. You may not to access (or attempt to access) or systematically retrieve data from, any part of the Site through any automated means (including use of scripts, bots or web crawlers). You will not engage in any activity that interferes with or disrupts the Site or interferes with any other party’s use and enjoyment of the Site.
- Creating AccountsWhen you create a member account on the Site, you are responsible for maintaining the security of your password and you accept all risk that someone may access your account without your permission. If you discover or suspect any security breaches, please let us know as soon as possible. You represent and warrant to us that all information that you provide in connection with your account is accurate, truthful, current and complete. Optimas reserves the right to deny, deactivate, or terminate any account at our discretion.
- User ContentThe Site may contain message boards and other areas where you may post or upload messages or other user-generated content such as video, photos, blogs, comments, or other materials (collectively, “User Content”). You are solely responsible for all User Content you upload or post to the Site. Optimas does not control the User Content and, as such, makes no representation or warranty as to the accuracy, integrity or quality of such User Content. In no event shall Optimas assume or have any responsibility or liability for any User Content or for any claims, damages or losses resulting from their use and/or appearance on this Site. You hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information it contains and that such User Content does not and will not infringe, violate or misappropriate any intellectual property or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information. You acknowledge that Optimas may or may not pre-screen User Content, but that Optimas and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Content that is available on the Site. Without limiting the foregoing, Optimas and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable. If you post or upload any User Content to the Site, you further agree to the following rules of conduct: You agree not to post or upload any User Content that violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others; You agree not to post or upload any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; You agree not to post or upload any User Content that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability; You agree not to post or upload any User Content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them; You agree not to post or upload User Content which contains advertising, marketing or any solicitation for products or services, or any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes, ” or any other form of solicitation; You agree not to impersonate any person or entity, including, but not limited to, any Optimas employee, or falsely state or otherwise misrepresent your affiliation with any person or entity; You agree not to collect or store personal data about other users or otherwise violate another user’s privacy; You agree not to post or upload any User Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; You agree not to upload or post any User Content that violates, infringes or misappropriates any third party’s copyright, trademark, trade secret, right of publicity or other intellectual property or proprietary right. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission. c. Suggestions submitted to Optimas through the Site By submitting ideas, suggestions, documents, and/or proposals (“Suggestions”) to Optimas through its suggestion or feedback pages, you acknowledge and agree that:
- your Suggestions do not contain confidential or proprietary information;
- Optimas is not under any obligation of confidentiality, express or implied, with respect to the Suggestions
- Optimas may use or disclose (or choose not to use or disclose) your Suggestions for any purpose, in any way, in any media worldwide;
- Optimas may have something similar to the Suggestions already under consideration or in development;
- your Suggestions automatically become the property of Optimas without any obligation of Optimas to you and you hereby assign to Optimas all right, title and interest (including all intellectual property rights) in such Suggestions; and
- you are not entitled to any compensation or reimbursement of any kind from Optimas under any circumstances.
- ProductsIf you purchase products made available by Optimas (“Products”), such Product sales are subject to and governed by the Optimas Terms of Sale in addition to these Terms.
- Intellectual PropertyThe Site contains text, software, logos, slogans, photos, video, graphics, music and sound, and other content (collectively “Optimas Materials”) that are protected by copyright, trademark, trade dress, patent, trade secret and/or other intellectual or proprietary rights. The Optimas Materials and all rights therein are the exclusive property of Optimas or its licensors. Without limiting the generality of the foregoing, Optimas owns copyright in the selection, coordination, arrangement and enhancement of the Optimas Materials, as well as in some or all of the content original to it. You may not screen scrape, copy, modify, decompile, reverse engineer, publish, distribute, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Optimas Materials in whole or in part without the express written permission of Optimas and its licensors or as otherwise expressly permitted by applicable law. You acknowledge that you do not acquire any ownership rights in the Optimas Materials by use of the Site.Optimas’s and its subsidiaries’ and affiliates’ trademarks, trade names, service marks and other Optimas logos and brand features (collectively, “Optimas Marks”) are the exclusive property of Optimas or its subsidiaries or affiliates. Without Optimas’s prior written permission, you may not display or use the Optimas Marks in any manner. All other trademarks on the Site are the property of their respective owners (for example, our third-party product manufacturers).
Optimas does not claim ownership of any User Content you post, submit or upload to the Site. By submitting, posting or uploading User Content to the Site, you automatically and hereby grant to Optimas, its affiliates and subsidiaries a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable right and license to use, publish, perform, display, exhibit, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense and otherwise exploit such User Content (in whole or in part) in any form, media or technology now known or hereafter developed without any obligation of compensation to you. You also permit any other user to access, view, store or reproduce the User Content for that user’s personal use. Optimas reserves all rights not expressly set forth in these Terms.
If you are a trademark or copyright owner and you believe that your trademark or copyright rights have been violated, please go to our Intellectual Property Rights Complaint Process and follow the instructions at that area.
- LinksIn order to establish a hyperlink to the Site, you must contact Optimas at###a href=”mailto:firstname.lastname@example.org”>email@example.com to obtain Optimas’s approval of the link. You may only use the text and images provided or approved by Optimas, in the manner and location specified by Optimas, and you must abide by the terms and conditions provided by Optimas at that time.
- Disclaimer of Warranty; Limitation of LiabilityYOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AVAILABLE” BASIS. OPTIMAS, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, CONTENT PROVIDERS AND LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (i) THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; (ii) NON-INFRINGEMENT; (iii) THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (iv) WITH RESPECT TO THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE (INCLUDING THIRD PARTY MATERIALS).NEITHER OPTIMAS, ITS SUBSIDIARIES AND AFFILIATES, EACH OF THEIR RESPECTIVE DIRECTORS OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, CONTENT PROVIDERS OR LICENSORS ARE LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF USERS OF THE SITE OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OPTIMAS, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, CONTENT PROVIDERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OPTIMAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU.
- IndemnificationYou agree to indemnify and hold Optimas, its subsidiaries and affiliates, and each of their respective trustees, officers, employees, agents, contractors, partners, content providers and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:
- User Content you submit, post, transmit, modify or otherwise make available through the Site;
- your use of the Site;
- your violation of these Terms; or
- your violation of any rights of another.
- TerminationOptimas reserves the right in our discretion to review, improve, change or discontinue, temporarily or permanently, the Site, features, information, materials or content on the Service with or without providing notice to you. Optimas will not be liable to you or any third party for any changes or discontinuance of the Site or any part of the Site. Optimas may terminate, limit or suspend your access to the Site for any reason or for no reason at all, with or without notice, at Optimas’s discretion. You may cancel your account at any time by contacting us at firstname.lastname@example.org.
- International UsersThe Site is administered by Optimas from its offices in Glenview, Illinois, United States. Any materials published on the Site may refer to products, programs, or services that are not available in your country. Consult your local Optimas business contact in this regard or via email to requestsforinfo@Optimas.com. Furthermore, Optimas makes no representation that the Site is appropriate or available for use at other locations outside of the United States. Access to the Site from territories where the Site’s content is illegal is prohibited. You may not use the Site or export information and materials in violation of the export laws of the United States or any other country. If you access the Site from a location outside of the United States, you are responsible for compliance with all applicable laws.
- Consent to Electronic CommunicationsBy using the Site, you agree that we may communicate with you electronically regarding your use of the Site and that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at email@example.com.
- Governing Law; ArbitrationYour use of the Site is subject to all applicable local, state, national and international laws and regulations. These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions.PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH OPTIMAS AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM OPTIMAS.
In the event of any controversy or claim arising out of or relating in any way to these Terms, you and Optimas agree to consult and negotiate with each other and, recognizing your mutual interests, try to reach a solution satisfactory to both parties.
If we do not reach settlement within a period of sixty (60) days, then either of us may, by notice to the other demand mediation under the mediation rules of the American Arbitration Association in Chicago, Illinois. We both give up our right to litigate our disputes and may not proceed to arbitration without first trying mediation, but you and Optimas are NOT required to arbitrate any dispute in which either party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Except as otherwise required under applicable law, you and Optimas intend and agree: (1) not to assert class action or representative action procedures and agree that they will not apply in any arbitration involving the other; (2) not to assert class action or representative action claims against the other in arbitration or otherwise; and (3) only to submit individual claims in arbitration and not seek to represent the interests of any other person or entity.
If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved controversy or claim will be resolved by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in Chicago, Illinois. The language of all proceedings and filings will be English. The arbitrator will render a written opinion including findings of fact and law and the award and/or determination of the arbitrator will be binding on the parties, and their respective administrators and assigns, and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration will be shared equally by the parties unless the arbitration determines that the expenses will be otherwise assessed and the prevailing party may be awarded its attorneys’ fees and expenses by the arbitrator. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within ninety (90) days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the parties. Failure to adhere to this time limit will not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange will be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously.
- Entire AgreementThese Terms constitute the entire agreement between you and Optimas and governs your use of the Site, superseding any prior version of these Terms between you and Optimas with respect to the Site. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. The section titles in these Terms are for convenience only and have no legal or contractual effect.
- Separate AgreementsYou may have other agreements with Optimas or its affiliates or subsidiaries. Those agreements are separate and in addition to these Terms. These Terms do not modify, revise or amend the terms of any other agreements you may have with Optimas.
- No Professional AdviceThe information available on the Site is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. You should not construe this as legal, accounting or other professional advice. Use of the information on this Site is at your own risk.
- Statute of LimitationsYou agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- Waiver and Severability of TermsThe failure of Optimas to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
- Notice for California UsersIf you are a California resident, you may have these Terms mailed to you electronically by sending an email to firstname.lastname@example.org with your electronic mail address and a request for these Terms. Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
- AssignmentThese Terms are binding upon and inure to the benefit of the parties and their permitted successors and assigns. Notwithstanding the foregoing, you may not assign your rights under these Terms without Optimas’s prior written consent. Optimas is permitted to assign its rights under these Terms in its sole discretion.