Terms of Use
1. Acceptance of Subscription
All subscriptions are subject to acceptance by a duly authorized employee of Orion Software Development, Inc., a Colorado corporation (the "Company") and are not binding upon the Company unless and until acknowledged in writing by the Company. Any terms and conditions specified on Purchaser's order which are in conflict with, inconsistent with, or in addition to the terms and conditions specified herein, shall not be binding upon the Company unless expressly accepted in writing by the Company. In the absence of such express acceptance, these terms and conditions shall constitute the entire agreement between Purchaser and the Company.
2. Terms of Payment
All payments are due immediately upon presentation before Purchaser is permitted to access any of the Company's content. Any other terms of payment must be approved, in writing, by the Company. Purchaser authorizes the Company to make recurring charges on any payment method provided by Purchaser on the renewal of the Term (defined below). Payment shall be in United States' funds. In the event of any litigation between Purchaser and the Company, if the Company is the prevailing party then Purchaser shall reimburse the Company for all of its costs incurred in the litigation, including court costs and actual attorney fees.
3. Term
The term of this agreement shall start on the date listed on the contract as signed or agreed by Purchaser and continue for one (1) month from the date thereof. This agreement shall automatically renew thereafter for additional terms of one (1) month each unless either party gives the other party written notice of termination, via certified mail return receipt requested, at least seven (7) days prior to the termination of the then existing term. Failure of Purchaser to provide a valid payment method upon the renewal of any Term shall result in the Company immediately having the option to terminate Purchaser's access to all of the Company's content without recourse.
4. Status of Purchaser
Purchaser represents and warrants that they are eighteen years of age, or of the age of majority for the location they reside, they reside in a location where researching online gambling services is legal under local and national law, and they are not using any services of the Company for any illegal purposes. Purchaser has the responsibility and liability to secure compliance with relevant federal, state, and local laws and regulations for the use of any goods and/or services provided by the Company. The National Council on Problem Gambling operates the National Problem Gambling Helpline Network (1-800-522-4700). The network is a single national access point to local resources for those seeking help for a gambling problem.
5. Warranty
THE COMPANY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH SERVICES OR TO THE EXTENT ANY OFFERING FROM THE COMPANY IS CONSIDERED A GOOD, THEN GOODS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING BUT WITHOUT LIMITATION, DESCRIPTION, QUALITY, DESIGN, PERFORMANCE, SPECIFICATIONS, CONDITION, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. THE COMPANY HAS MADE NO AFFIRMATION OF FACT AND HAS MADE NO PROMISE RELATING TO THE SERVICES BEING PROVIDED THAT HAS BECOME PART OF THE BASIS OF THIS CONTRACT. FURTHER, THE COMPANY HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE SERVICES BEING PROVIDED THAT HAS CREATED OR AMOUNTED TO AN EXPRESS WARRANTY THAT THE SERVICES WOULD CONFORM TO ANY AFFIRMATION OR PROMISE. ANY DESCRIPTION OF THE SERVICES AND/OR GOODS HAS BEEN MADE FOR THE SOLE PURPOSE OF IDENTIFYING THEM. NO DESCRIPTION OF THE SERVICES BEING SOLD HAS BEEN MADE PART OF THIS CONTRACT OR HAS CREATED OR AMOUNTED TO AN EXPRESS WARRANTY THAT THE SERVICES WOULD CONFORM TO ANY DESCRIPTION. THE COMPANY MAKES NO REPRESENTATIONS AS TO WHETHER THE SERVICES BEING SOLD ARE FREE OF RIGHTFUL CLAIM OF ANY THIRD PERSON BY WAY OF INFRINGEMENT FROM PATENT, TRADEMARK, OR OTHER PROPERTY RIGHTS IN THE SERVICES AND/OR GOODS AND DISCLAIMS ANY WARRANTY AGAINST INFRINGEMENT WITH RESPECT TO THE SERVICES. PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING ON THE COMPANY'S SKILL OR JUDGMENT TO SELECT OR FURNISH SERVICES AND/OR GOODS SUITABLE FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES CONTAINED IN THIS CONTRACT. THE SERVICES AND/OR GOODS COVERED BY THIS CONTRACT HAVE BEEN PURCHASED BY PURCHASER "AS IS" AND "WITH ALL FAULTS", AND PURCHASER ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE ARE TO BE IMPLIED IN THIS TRANSACTION.
6. Assignment
Purchaser may not assign any of its rights under this contract without the prior written consent of the Company. The Company only offers its services to Purchaser under this contract. Any sharing of services by Purchaser to any third party shall result in the Company having the immediate option to terminate all services. The Company may assign its right to receive from purchaser the payment(s) required under this contract, at any time, on reasonable notification to Purchaser as to the identity of the assignee.
7. Limitation of Damages
Under no circumstances shall the Company be liable to Purchaser or any third-party for any claims based on intellectual property claims of services or information supplied hereunder. If the Company breaches this contract, Purchaser's sole remedy shall be recovery from the Company of the payment made for services over the prior month. Further, under no circumstances shall the total liability of the Company and its agents, servants, representatives and employees exceed in the aggregate Five Hundred Dollars ($500.00). In no event shall the Company be liable for indirect, special, punitive, exemplary, or consequential damages. Specifically, but not as a limitation, the Company shall not be liable for any loss or damage sustained by Purchaser for any reliance upon any services and/or goods provided by the Company. Due to the inherent variability of information posted by unaffiliated third parties, the Company cannot guarantee the current ability to effectuate any course of action provided by any services and/or goods of the Company, and Purchaser shall not rely upon the same as any guaranty or basis for loss or damage.
8. Indemnification
Purchaser agrees to indemnify and hold the Company harmless from and against all actions, suits, damages, judgments, costs, claims, charges, expenses, attorney fees, and consequence of any liabilities, of any nature, which are asserted having any nexus to the goods or work provided.
9. Contractual Statute of Limitations
Any claim or suit by Purchaser relating to this contract or the services supplied or work provided by the Company must be commenced within one (1) year after provision of services to Purchaser from which any claim shall arise. If the cause of action is deemed to accrue upon discovery of an alleged defect or injury, suit must be commenced within thirty (30) days of such discovery.
10. Cancellation by Purchaser
If Purchaser cancels this contract, it shall not be entitled to any refund for amounts paid to date and all paid-in fees shall be forfeited to the Company.
11. Collection Costs
In the event the Company incurs any costs in conjunction with enforcing any of the terms of this agreement, the Company shall be entitled to full reimbursement of the costs from Purchaser. Those costs include without limitation the Company's actual attorney fees, filing fees and court costs.
12. Taxes
In addition to any price specified herein, Purchaser shall pay the gross amount of any present or future sales, use, excise, value added, or other similar tax applicable to the price, sale or delivery of any products or services furnished hereunder or to their use by the Company or Purchaser, or Purchaser shall furnish the Company with a tax-exemption certificate acceptable to the taxing authorities.
13. Sales Through Agent
Unless specifically otherwise authorized in writing by the Company an agent shall not have authority to solicit or take orders for the sale of products covered by this contract except at the Company's established prices and discounts, and in accordance with the Company's standard terms and conditions of sale as set from time to time in the Company's published handbooks, price sheets, quotations or printed forms. The Agent shall have no authority to bind the Company to any contract whatever.
14. Venue
Purchaser and the Company agree that this contract shall be governed by and construed in accordance with the laws of the State of Colorado. Jurisdiction and venue for any matter in connection with or arising out of this contract shall be in Boulder County in a court of competent jurisdiction, or the U.S. District Court for the District of Colorado for federal matters, without regard to any conflict of law provisions and notwithstanding that any party is or may later become domiciled in a different state or jurisdiction. The parties also agree that a final judgment or in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
15. Notices
Any notice that the Purchaser or the Company may give or is required to give under this contract shall be in writing and, if mailed, be effective three (3) days after being sent by certified or registered mail, postage prepaid, addressed to the other party at the other party's address set forth in this contract or at any other address that the other party provides in writing.
16. Severability
If any provision in this contract is held to be invalid or unenforceable, it shall be ineffective only to the extent of the invalidity, without affecting or impairing the validity and enforceability of the remainder of the provision of the remaining provisions of this contract. Any notice made by commercial overnight courier shall be effective upon written verification of receipt.
17. Force Majeure
The Company's failure to perform its obligations under this agreement, if caused by Force Majeure, shall not constitute a breach. "Force Majeure" means any circumstance beyond the reasonable control of the Company, including, but not limited to, any act of God or a public enemy, accident, explosion, fire, storm, earthquake, other natural disaster, strikes, labor trouble, equipment shortage, riot or war, local, national, or global pandemic or health crisis, or mechanical or technological malfunction. If Purchaser believes that the Company has not performed in accordance with the agreement herein, Purchaser shall bring this to the Company's attention in writing, via certified mail, after which the Company shall have a reasonable time within which to cure and/or respond.
18. Waiver
No claim or right arising out of a breach of this contract can be discharged, in whole or in part, by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration, is in writing, and signed by the aggrieved party.
19. Binding Effect
The terms and provisions of this contract are binding on and shall inure to the benefit of Purchaser and the Company and their respective heirs, representatives, successors, and permitted assigns.
20. Integration
All understandings, representations, and contracts heretofore made between Purchaser and the Company are superseded by and merged into this contract, which alone fully and completely expresses the contract between the parties. This contract is entered into with no party relying upon any statement or representation made by any party which is not embodied in this contract. Any modification of this contract may be made only by an instrument in writing signed by or on behalf of the party to be bound by such modification.
21. Authority
Purchaser's signatory represents that he/she has all requisite authority to execute the contract on behalf of Purchaser.
22. Modifications and Waiver
Any document submitted by Purchaser to the Company confirming its intention to purchase services described in the contract will be deemed to constitute a confirmation and acceptance of the terms and conditions herein, even if the document states terms in addition to or different from those in this document. All contracts between the Company and Purchaser will be solely under the terms and conditions herein, and the Company objects to any and all additional or different terms contained in any document submitted to the Company by Purchaser. Any execution by the Company of any other document submitted by Purchaser in connection with the purchase of the services does not constitute acceptance of or contract to any terms and conditions in addition to or different from the terms and conditions contained herein, but will constitute only acknowledgment of receipt of the document. In addition, notwithstanding any terms contained in any documents submitted by Purchaser in connection with the purchase of the services described herein, the acceptance of delivery by Purchaser of the services will constitute a course of conduct constituting Purchaser's contract to the terms and conditions herein, to the exclusion of any additional or different terms and conditions.
23. Intellectual Property
Any information submitted by one party to the other, prior or subsequent to Purchaser becoming a subscriber, shall remain the property of the submitting party ("Confidential Information"). Unless expressly stated in the agreement, the Company and its suppliers maintain all intellectual property rights to all information provided. Confidential Information received by one party shall not, without the consent of the other party, be used for any other purpose than that for which they were provided. They may not, without the consent of the submitting party, otherwise be used or copied, reproduced, transmitted, or communicated to a third party. In the event Purchaser breaches the covenant not to disclose Confidential Information contained herein, the Company shall be entitled to obtain, in addition to any other remedies to which the Company may be entitled in law or in equity, injunctive relief (including an ex parte restraining order and a temporary and preliminary injunction) against Purchaser enjoining and restraining them from continuing to breach the provisions of the agreement. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other or additional remedies available at law or in equity for such breach. No such remedies shall be considered exclusive of any other remedy, and the same shall be cumulative, and each and every remedy may be exercised respectively from time to time, and as often as occasion may arise, or as may be deemed expedient. No delay or omission to exercise any of its respective powers or rights shall impair any such respective powers or rights, nor shall it be construed to be a waiver of any such powers or rights, or any acquiescence in any breach of the terms hereof. Neither of the parties may use or communicate to third parties know-how or Confidential Information that has not entered the public domain or trade secrets that a party may have learned in any way through any activity or interaction in connection with the agreement, its negotiation, or its execution. The Company may collect data about its operation. If data is transmitted to the Company for internal purposes at the Company's discretion and responsibility, data received shall be handled as Confidential Information. Suspension or termination of the data transmission may be done without notice and without the consent of the other party at the discretion of the Company.