This Oort terms and conditions contains the terms and conditions that govern your access to and use of the Oort services and products (as defined below) and is an agreement between Oort (“we,” “us,” or “our”) and you or the entity you represent (“you” or“your”). This terms and conditions takes effect when you click an “I Accept” button or check the box presented with these terms or, if earlier, when you use any of the Oort services and products (the “Effective Date”). You represent to us that you are lawfully able to enter into this agreement (e.g., you are not a minor). If you are encountering into this terms and conditions for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 11 for definitions of certain capitalized terms used in this terms and conditions.
The Oort services and products is open to all users worldwide. It is important for you to carefully read the terms and conditions before making any decision. If you do not agree with the terms and conditions or if you are not lawfully able to enter into contracts, then you are not permitted to use Oort services and products.
1. Use of the Oort services and products.
1.1 Generally. You may access and use the Oort services and products in accordance with this terms and conditions. You will comply with the terms and conditions and all laws, rules and regulations applicable to your use of the Oort services and products.
1.2 Your Account. To access the Oort services and products, you must have an Oort account associated with a valid email address and a valid form of payment. Unless explicitly permitted by the terms and conditions, you will only create one account per email address.
1.3 Third-Party Content. Third-Party Content may be used by you at your election. Third-Party Content is governed by this terms and conditions and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.
2. Security and Data Privacy.
2.1 Security. We will use our best efforts to implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
2.2 Data Privacy. You may specify the regions in which Your Content will be stored. However, you understand that the blockchain technology is of anonymous and decentralized nature. Your data and personal information thus may be shared with and distributed to third parties outside of your own jurisdictions or regions. Some applicable laws and regulations such as GDPR may not apply in some cases. You consent to the storage of Your Content in, and transfer of Your Content into, outside of the regions you select.
We will not access or use Your Content except as necessary to maintain or provide the Oort services and products, or as necessary to comply with the law or a binding order of a governmental body. We will not disclose Your Content to any government or third party except in a case as necessary to comply with the law or a binding order of a governmental body. Notwithstanding the foregoing, we may disclose Your Content to third parties attorneys, accountants, or financial advisors (collectively, “Representatives”) to whom such disclosure is reasonably necessary for us to evaluate our legal, tax or financial obligations, liabilities, or status.
3. Your Responsibilities.
3.1 Your Accounts. Except to the extent caused by our breach of this terms and conditions, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party(including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.
3.2 Your Content. You will ensure that Your Content and your and End Users’ use of Your Content of the Oort services and products will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.
3.3 Your Security and Backup. You are responsible for properly configuring and using the Oort services and products and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.
3.4 Log-In Credentials and Account Keys. Oort services and products log-in credentials and private keys generated are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person.
3.5 End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this terms and conditions, Your Content or use of the Oort services and products. You are responsible for End Users’ use of Your Content and the Oort services and products. You will ensure that all End Users comply with your obligations under this terms and conditions and that the terms of your agreement with each End User are consistent with this terms and conditions. If you become aware of any violation of your obligations under this terms and conditions caused by an End User, you will immediately suspend access to Your Content and the Oort services and products by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support, products or services.
4. Fees, Payments and Taxes
4.1 Fees and Payments. Oort calculates and bills fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of Oort’s Products and Services as described on the respective product web page using one of the payment methods we support. All amounts payable by you will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Products and Service or new feature of any Product or Service will be effective when we post updated fees and charges on the Oort website or any respective product web page, unless we expressly state otherwise in a notice.
Oort may also increase or add new fees and charges for any existing Products or Services you are using by giving you at least 30 days’ prior notice.
4.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions there to) that are imposed on that party upon or with respect to the transactions and payments under this terms and conditions. All fees payable by you are exclusive of Indirect Taxes, except where applicable law requires otherwise.We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by you to us under this terms and conditions will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding(including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this terms and conditions. We may provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this terms and conditions.
5.1 Temporary Suspension. Generally. We may suspend your or any End Users right to access or use any portion or all of the Oort services and products immediately upon notice to you if we determine:
(a) your or an End User’s use of Oort’s Services and Products (i) poses a security risk to our Services and Products or any third party, (ii) could adversely impact our systems, our Services and Products or the systems or Content of any other our customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;
(b) you are, or any End User is, in breach of this terms and conditions;
(c) you are in breach of your payment obligations;
(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding;
(e) you, or any End User have exceeded the free account limit; or
(f) the free trial of your account or the account of any End User has expired.
5.2 Permanent Deletion. If you, or any End User do not take any actions (e.g. add Oort credits, delete extra data etc) in accordance with our notice within 15 days since your account is temporarily suspended, your account or the account of the End User will be permanently deleted.
5.3 Effect of Suspension. If we suspend your right to access or use any portion or all of the Oort services and Products, you remain responsible for all fees and charges you incur during the period of suspension.
6. Proprietary Rights.
6.1 Your Content. You consent to our use of Your Content to provide the Oort services and products to you and any End Users.
6.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content; (b) you have all rights in Your Content necessary to grant the rights contemplated by this terms and conditions; and (c) none of Your Content or End Users’ use of Your Content will violate any applicable laws and regulations.
6.3 Intellectual Property License. The Intellectual Property License applies to your use of Oort services and products. Your Content will not infringe any intellectual property or other proprietary rights of any third party.
6.4 Restrictions. Neither you nor any End User will use the Oort services and products in any manner or for any purpose other than as expressly permitted by this terms and conditions. Neither you nor any EndUser will, or will attempt to (a) reverse engineer, disassemble, or decompile the Oort services and products or apply any other process or procedure to derive the source code of any software included in the Oort services and products (except to the extent applicable law doesn’t allow this restriction), (b) access or use the Oort services and products in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (c) resell the Oort services and products. Oort Trademark protection applies to your use of the Oort services and products. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this terms and conditions.
6.5 Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.
7.1 General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Oort services and products (including any activities under your account and use by your employees and personnel); (b) breach of this terms and conditions or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.
7.2 Intellectual Property.
(a) Subject to the limitations in this Section 9, you will defend Oort, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
(b) Oort will not have obligations or liability under this Section 7.2 arising from infringement by combinations of the Oort services or products or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, Oort will have no obligations or liability arising from your or any End User’s use of the Oort services and products after Oort has notified you to discontinue such use. The remedies provided in this Section 7.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Oort services and products or by Your Content.
(c) For any claim covered by Section 7.2(a), you will, at your election, either: (i) procure the rights to use that portion of the services alleged to be infringing; (ii) replace the alleged infringing portion of the services with a non-infringing alternative; (iii) modify the alleged infringing portion of the services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the services or this terms and conditions.
7.3 Process. The obligations under this Section 7 will apply only if you are seeking defense or indemnity and: (a) give Oort prompt written notice of the claim; (b) permit Oort to control the defense and settlement of the claim; and (c) reasonably cooperate with Oort (at the other party’s expense) in the defense and settlement of the claim. In no event will you agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of Oort.
8.1 THE OORT SERVICES AND PRODUCTS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE OORT SERVICES OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
8.2 YOU UNDERSTAND THAT YOU HAVE NO RIGHT AGAINST OORT OR ANY OORT’S REPRESENTATIVE, EXCEPT IN THE EVENT OF INTENTIONAL FRAUD. YOUR CONSENT TO THIS DISCLAIMER FORMS THE BASIS OF YOUR USE OF OORT’S PRODUCTS AND SERVICES. OORT WOULD NOT PROVIDE SERVICES AND PRODUCTS TO YOU, WERE IT NOT FOR YOUR FULL, COMPLETE AND WILLING AGREEMENT TO THIS DISCLAIMER.
8.3 You understand and accept that the software and hardware, technology and technical concepts and theories usually used in the Blockchain industry are still in an early development stage and unproven, there is no warranty that Oort’s Products and Services and/or related technology will be fully developed, uninterrupted or error-free and there is an inherent risk that the technology could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of your data and personal information. You understand and accept the inherent risks associated with decentralized data services generally. There is no guarantee that the utility of Oort’s Products and Services will be fully delivered or will remain operational for any period of time.
The potential risks include, but are not limited to, risks associated with:
(a) decentralization nature of the Product;
(c) high volatility;
(d) anonymity of transactions;
(e) exploitation for illegal purposes;
(f) theft (including through hacking);
(g) instability and other flaws of blockchain products;
(h) immutability of transactions.
In addition, the regulations of blockchain related projects are undeveloped and are likely to evolve rapidly with potential adverse consequences, and developments in regulations may cause Oort to change its business, products and services.
8.4 You acknowledge that you are able to bear the risk of using Oort’s Products and Services and are capable of evaluating the merits and risks of Oort’s Products and Services and of making an informed decision in respect thereto.
8.5 You understand and accept that the blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing blockchain technology based applications, which may be contrary to any initial setup of Oort’s Products and Services and which may, inter alia, result in an adverse effect to your use of Oort’s Products.
8.6 Oort maintains sole discretion in the conduct of its business, including as related to its Products and Services, maintenance and use of any of its Products and Services. Oort may not satisfactorily complete the Products and Services or the Products and Services may have defects or other errors or malfunctions.
8.7 Oort may sell its Products and Services to different purchasers at different prices and/or under different terms, at Oort’s sole discretion.
8.8 OORT MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO ITS PRODUCTS AND SERVICES, INCLUDING ANY (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (III) WARRANTY OF TITLE; OR (IV) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY OORT OR ANY OORT’S REPRESENTATIVE.
8.9 The regulatory status on blockchain and the decentralized products and services is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including Oort’s Products and Services. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting the blockchain technology and Oort’s Products and Services. Regulatory actions could negatively impact Oort’s Products and Services in various ways, including, for purposes of illustration only, through a determination that Oort’s Products and Services is a regulated instrument that requires registration or licensing. You understand and accept that Oort may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8.10 You understand and accept that Oort’s Products and Services may be abandoned for a number of reasons, including but not limited to failure of the project, lack of interest of the industry and/or the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects), lack of ability to obtain regulatory licenses, permits or clearances etc.
8.11 You understand and accept that the underlying software application and software platform of blockchain projects, the internet, the blockchain-based network, and other involved software, technology components and/or platforms concerned with Oort may be exposed to attacks by hackers or other individuals that could result in theft or loss of your data and personal information.
8.12 You understand and accept that public blockchain-based systems depend on independent validators, and therefore may be vulnerable to consensus attacks including, but not limited to, double-spend attacks, majority voting power attacks, race condition attacks and censorship attacks. Any successful attacks present a risk to Oort’s system that could result in loss of your data and personal information.
8.13 You understand and accept that Oort’s Products and Services use an in-built decentralized governance system. For this reason, it is possible that the decentralized governance system adopts proposals that have an adverse effect on the useful functioning of such networks. If a decentralized governance system is attacked, or becomes controlled either directly or indirectly by some party who makes unwise decisions, or the community generally makes unwise decisions, your data and personal information might be hacked or even completely lost.
9. Limitations of Liability.
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS,OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES ORLICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF YOUR USE OF OR ACCESS TO THE OORT SERVICES AND PRODUCTS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE OORT SERVICES AND PRODUCTS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE TERMS AND CONDITIONS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B)THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS,EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE OORT SERVICES AND PRODUCTS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE,LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS TERMS AND CONDITIONS WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 6 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 9 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10.1 Assignment. You will not assign or otherwise transfer any of your rights and obligations under this terms and conditions, without our prior written consent. Any assignment or transfer in violation of this Section 10.1 will be void. We may assign this terms and conditions without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Oort as a party to this terms and conditions and Oort is fully released from all of its obligations and duties to perform. Subject to the foregoing, this terms and conditions will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
10.2 Entire Agreement. This terms and conditions is the entire agreement between you and us regarding the subject matter. It supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this terms and conditions. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this terms and conditions (whether or not it would materially alter this terms and conditions) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b)related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms and conditions of this document are inconsistent with the terms contained in any other documents, the terms contained herein will control.
10.3 Force Majeure. Oort and its affiliates will not be liable for any delay or failure to perform any obligation under this terms and conditions where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
10.4 Governing Law. The terms and conditions shall be governed by, and construed in accordance with, the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas.
In the event of any dispute arising out of or in connection with this terms and condition, Oort and you shall first attempt in good faith to settle such dispute through friendly negotiations. Any legal suit, action or proceeding arising out of, or related to, this terms and conditions or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non convenient. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
Oort and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Oort and you waive any right to a jury trial. Notwithstanding the foregoing Oort and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
10.5 Trade Compliance. In connection with this terms and conditions, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S.company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Oort services and products, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the region in which any of the foregoing occurs. You represent and warrant that you, or any party that owns or controls you or your Content, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S.Department of Treasury, and the Entity List of the U.S. Department of Commerce),the European Union or its Member States, or other applicable government authority.
10.6 Non-Exclusive Rights. Oort and you agree that this terms and conditions will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
10.7 Language. All communications and notices made or given pursuant to this terms and conditions must be in the English language. If Oort provides a translation of the English language version of this terms and conditions, the English language version of the terms and conditions will control if there is any conflict.
10.8 Confidentiality and Publicity. You may use Oort Confidential Information only in connection with your use of the Oort services and products as permitted under this terms and conditions. You will not disclose Oort Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Oort Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this terms and conditions or your use of the Oort services and products.
10.9 No Third-Party Beneficiaries. This terms and conditions does not create any third-party beneficiary rights in any individual or entity that is not a party to this terms and conditions.
10.10 No Waivers. The failure by Oort to enforce any provision of this terms and conditions will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by Oort must be in writing to be effective.
10.11 Severability. If any portion of this terms and conditions is held to be invalid or unenforceable, the remaining portions of this terms and conditions will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this terms and conditions but the rest of the terms and conditions will remain in full force and effect.
“Account Information” means information about you that you provide to us in connection with the creation or administration of your Oort account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Oort account.
“API” means an application program interface.
“Oort Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners, or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Oort Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Oort Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this terms and conditions; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Oort Confidential Information.
“Oort Content” means Content that we or any of our affiliates make available in connection with the services or on the Oort website to allow access to and use of the Oort services and products, including APIs; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). Oort Content does not include the services or Third-Party Content.
“Oort Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Oort and its affiliates that we may make available to you in connection with this terms and conditions.
“Oort website” means https://www.oortech.com/ (and any successor or related locations designated by us), as may be updated by us from time to time.
“Oort Trademarks” means the guidelines and trademark license as may be updated by us from time to time.
“Content” means software (including machine images), data, text, audio, video, or images.
“End User” means any individual or entity that directly or indirectly through another user (a) accesses or uses Your Content, or (b) otherwise accesses or uses the Oort services and products under your account. The term “End User” does not include individuals or entities when they are accessing or using the services or any Content under their own Oort account, rather than under your account.
“Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, service tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.
“Intellectual Property License” means the separate license terms that apply to your access to and use of Oort services and products as may be updated by us from time to time.
“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
“Policies” means the all the policies, notices, terms, guidelines and restrictions described on the Oort website, and any other policies, notices, terms, guidelines, or restrictions referenced in or incorporated into this terms and conditions, but does not include white papers or other marketing materials referenced on the Oort website.
“Service” means each of the services made available by us or our affiliates. Services do not include Third-Party Content.
“Service Terms” means the rights and restrictions for services as may be updated by us from time to time.
“Suggestions” means all suggested improvements to the Oort services and products that you provide to us.
“Third-Party Content” means Content made available to you by any third party on the Oort website or in conjunction with the Oort services and products.
“Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the services in connection with your Oort account and any computational results that you or any End User derive from the foregoing through their use of the services, including but not limited to your data and your personal information. Your Content does not include Account Information.