PLEASE READ THESE ODYL TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING THE SERVICES (DEFINED BELOW). ODYL, LLC AND ITS AFFILIATES (COLLECTIVELY, “ODYL”) PROVIDE THE SERVICES TO YOU, YOUR EMPLOYEES, AGENTS AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY, “YOU”) SUBJECT TO THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MAY NOT USE THE SERVICES IN ANY MANNER.
Odyl is a web publishing service and hosting service. On the website available at the top level domain Odylfarm.com (the “Website”), related websites and through applications created by Odyl and available through social networking sites (“SNS Apps”) and available through Your mobile device (“Mobile Apps”) Odyl may make available to You and your customers a wide range of software, products, tools, e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal Web pages and/or other message or communication facilities designed to enable You to communicate with others through the Internet (collectively, “Services”).
By accessing the Services in any way (including, without limitation, browsing the related websites), creating an account, uploading any Branding or Content (as defined below), using any services, downloading any materials, and/or placing an order for products or services, You agree to and are bound by these Terms. If You are using the Services on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer’s behalf.
These Terms constitute the entire agreement between You and Odyl and govern Your use of the Website and the Services, and supersede any and all prior agreements, written or oral, between You and Odyl regarding the subject matter of this Website, the Branding and Content and the Services (including, without limitation, any prior versions of these Terms).
You are responsible for maintaining the security of your account to use Services, and you are fully responsible for all activities that occur under your account and any other actions taken in connection with your use of Services, including any information, uploads, documents, communications, files, text, photographs, graphics, images, music, video, messages, software, products, tools, links to other web sites and publications, trade marks, service marks, logos and other materials in whatever form transmitted or posted by or through your account (collectively, “Branding and Content”) and any harm resulting from the Branding and Content.
1. YOUR CONDUCT AND USE OF THE WEBSITE
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or resell any Services without prior written permission from Odyl.
As a condition of Your use of the Services, You agree that You will not use the Services for any purpose that is unlawful or contrary to these Terms. In addition, several of the Services are designed to be used in conjunction with third party operated websites and internet services such as Facebook™ and Twitter™. You represent and warrant that you will comply with all applicable third party terms governing your use of third party websites and internet services (“Third Party Term”) in conjunction with the Services. You agree to indemnify and hold Odyl harmless from any claim by a third party resulting from your breach of any Third Party Terms.
You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or Website, or any third party internet service or web site, or interfere with any other party’s use and enjoyment of them. You may not attempt to gain unauthorized access to any account, computer systems or networks associated with the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.
Odyl has no obligation to monitor the Branding and Content you make available through the Services. However, Odyl reserves the right to review and/or edit posted Branding and Content which Odyl believes does not comply with these Terms or with any applicable Third Party Terms. You agree to use the Services only to post, send and receive messages and materials that are proper and, when applicable, related to the particular Odyl Service.
Specifically, in addition to the other provisions set forth in these Terms, You agree that You will not use the Services to:
- transmit spam, bulk or unsolicited communications
- forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Branding and Content transmitted through the Services
- harvest or collect email addresses or other contact information of other users from the Services or the Website by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications
- misrepresent Your affiliation with a person or entity
- engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm
- upload, post, transmit, share, store or otherwise make publicly available on the Website any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers
- solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes
You have sole responsibility for the cost and adequate protection and backup of any Branding and Content of any type and/or equipment You use in connection with the Services.
Odyl reserves the right at all times to disclose any information as Odyl deems necessary or appropriate to satisfy any applicable law, regulation, legal process or governmental request.
2. USER ACCOUNTS
As a user on the Website and the Services, You will represent Yourself accurately and truthfully at all times. You grant Odyl the right to independently verify any information that You post about Yourself, although Odyl does not routinely undertake any verification.
To open an account, You must complete the registration process by providing us with true, current, complete and accurate information as prompted by the applicable registration form, and You will maintain and promptly update such information to keep it true, current, complete and accurate. You may also choose a password and a user ID. You are responsible for maintaining the confidentiality of any password(s). You are given to access any part of the Website, and You are fully responsible for all activities that occur under Your password(s). You are entirely responsible for any and all activities that occur under Your account, and agree to notify Odyl immediately of any unauthorized use of Your account or any other breach of security. Odyl will not be liable for any loss that You may incur as a result of someone else using Your password or account, either with or without Your knowledge
3. FEES
Use of the Website and/or access to certain Services provided through the Website may be subject to fees specified by Odyl from time to time. All fees must be paid in a manner specified by Odyl from time to time, and are non-refundable.
4. USE OF SERVICES AND DOCUMENTS
Odyl grants You permission to use the software and documents available on the Website or through the Services (collectively, “System”), provided that: (i) You will not modify the System; (ii) Your use of the System documentation is for Your informational purposes only and documents will not be posted on any network computer or broadcast in any media; (iii) You will display the applicable copyright notice and other proprietary notices on any copy You make of the documents; and (iv) You agree that Odyl may revoke this permission at any time and You shall immediately stop Your activities related to this permission upon notice from Odyl. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties.
The permission above to use the System does not include permission to copy the design elements, look and feel, or layout of the Website or the Services. Those elements of the Website and Services are protected by law, such as trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the Website or Services may be copied or retransmitted unless expressly permitted by Odyl in writing. For clarity, and without limiting the foregoing, you represent and warrant that you will not provide the System or any information related to or provided as a part of the Services to any person or entity providing services which compete with the Services.
THE SYSTEM IS PROVIDED “AS IS” FOR INFORMATIONAL PURPOSES ONLY. ODYL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DOCUMENTS, AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
5. BRANDING AND CONTENT YOU SUBMIT
You are solely responsible for all Branding and Content that You upload, post or otherwise transmit via the Website or the Services. You agree not to upload, post or otherwise transmit via the Website or the Services any Branding and Content that: (i) includes unauthorized disclosure of personal information; (ii) is inaccurate, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable to Odyl, third parties or other users of the Website or the Services; (iii) 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; (iv) violates or infringes anyone’s intellectual property, publicity or privacy rights; or (v) violates any Third Party Terms. You agree that you shall be solely liable for and shall indemnify and hold Odyl harmless from any claims or damages resulting from any infringement of anyone’s intellectual property, publicity or privacy rights, or other legal rights or any other harm resulting from the submission of Your Branding and Content.
Odyl may collect and collate a variety of information regarding the use of the Services and third party web sites and services by You, your customers, or by people who use the Services through Your or your customers website, watch Your Branding and Content through the Services on third party websites, or visit social networking pages on which you have installed SNS Apps. Collection, management and ownership of such information is governed by our Privacy Policy.
No compensation will be paid by Odyl with respect to the use of Your Branding and Content. Odyl is under no obligation to post or use any Branding and Content You may provide.
By posting any Branding and Content in conjunction with your use of the Services that contains music, sound recordings, literary works, images, photographs, graphics, pictures, text, video clips, links or other material (“Works”), You represent and warrant that: (i) You are the copyright owner of such Works, or that the copyright owner of such Works has granted You permission to use such Works or any Branding and Content and/or images contained in such Works consistent with the manner and purpose of Your use and as otherwise permitted by these Terms; (ii) You have the rights necessary to grant the licenses and sublicenses described in these Terms; and (iii) each person depicted in such Works, if any, has provided all required consent to the use of the Works as set forth in these Terms, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Works.
To enable us to use Your Branding and Content, so that we are not violating any rights you might have in Your Branding and Content, you agree to grant us, and hereby do grant us, a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable (through multiple tiers) license to exercise all of the copyright and publicity rights you have in Your Branding and Content, and to make derivative works based on Your Branding and Content and exercise all of the copyright and publicity rights in such derivative works, in each case in any media now known or hereafter existing. If you submit material included in Your Branding and Content to any public online area, you also agree to permit any other user of the Services to access, view, store or reproduce such material for that user’s personal use.
6. NOTICES; MODIFICATION OF TERMS AND/OR SERVICES
Except as explicitly provided otherwise, any notices shall be given by postal mail to Odyl, 270 Lafayette Street #806, New York, NY 10012, Attn: Legal Compliance Officer (in the case of us). In the case of You, You agree that Odyl may provide notice to You via email, regular mail, or posting notices or links to notices on the Website.
Except as explicitly provided otherwise, Odyl reserves the right at any time, in its sole discretion, to modify, suspend or terminate in whole or in part the Services, information, software, Website, documents, publications, prices, technical specifications, product offerings and any other information and materials on the Website (or any part thereof), and/or Your use of or access to such information. Except to reimburse You any prepaid fees for Services not actually provided, Odyl will not be liable to You or any third party for any modification, suspension, or termination of the Services or Branding and Content, or loss of related information.
Odyl, at its sole discretion, may update or change the terms, conditions, and notices for the Website or the Services from time to time to reflect changes in the Website or the Services, changes in the laws affecting the Website or the Services, or for other reasons. You understand that Odyl reserves the right to make these changes and that You are responsible for regularly reviewing these terms, conditions, and notices. Continued access to or use of the Website or the Services after any such change shall constitute Your consent to such change. Unless explicitly stated otherwise, any new features that change or improve the Website or the Services shall be subject to the Terms, as modified from time to time. No modification of these Terms will be binding on Odyl unless posted by Odyl, or unless in writing and signed by a person authorized to act on behalf of Odyl.
7. NOTICE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Odyl will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to the following Designated Agent for this Website:
Odyl, LLC
Attn: Martin Reidy
c/o Trinity Partners
230 Third Avenue
Waltham, MA 02451
Telephone: 781 487 7300
Email: “mreidy at TrinityPartners dot com”
For clarity, only DMCA notices should go to the Designated Agent. Any other feedback, comments, requests for technical support, and other communications should be directed to Odyl customer service through “support at odylfarm dot com”.
To be effective, the notification must include the following (please consult Your legal counsel or see Section 512(c)(3) of the DMCA to confirm these requirements):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the body of an email is the best way to help us locate Branding and Content quickly.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please also note that the information provided pursuant to this notice may be forwarded to the person who provided the allegedly infringing Branding and Content.
8. BRANDING AND CONTENT PROVIDED VIA THIRD PARTY LINKS
This Website and/or Services may provide a link to other sites by allowing the user to leave this site to access third-party material, by bringing the third-party material into this site via “inverse” hyperlinks and framing technology or by a third party web site including via an Odyl Widget or SNS App or other piece of Odyl software (each a “Linked Website”). Odyl has no discretion to alter, update, or control the Branding and Content on a Linked Website, and is not responsible if any Linked Website is not working appropriately. Odyl is not responsible for webcasting or any other form of transmission received from Linked Websites. Odyl is providing these links to You as a convenience only, and the fact that Odyl has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. There are inherent risks in using, retrieving, or relying upon any information found on the internet, and Odyl urges You to make sure You understand these risks before using, retrieving, or relying upon any such information from a Linked Website. Odyl will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such Branding and Content, goods or services available on or through any Linked Website. Odyl will not be responsible for any malware, spam, virus, Trojan horse, or similar exploit which You are exposed to as a result of using the Website or the Services.
9. INTELLECTUAL PROPERTY RIGHTS
All materials contained in the Website, including, but not limited to, the materials used in the Services, but excluding Your Branding and Content, are the property of Odyl, affiliated companies and/or third-party licensors, and are protected by copyrights, trademarks and other intellectual property rights. All trademarks, service marks, and trade names are proprietary to Odyl, or affiliated companies and/or third-part licensors.
Except as expressly authorized in writing by Odyl or by Branding and Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the intellectual property of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Odyl discloses to You. You must not remove, alter or obscure any copyright, patent, trademark or other proprietary or restrictive notice or legend contained or included in the Website or the Services, and You shall reproduce and copy all such notices and legends on all copies of the Website that You are permitted to make hereunder, if any.
Odyl may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the Services, including the web pages that are part of the Services. Except as expressly provided in these Terms, the provision of the Services and the furnishing of such web pages to You does not give You any license to these patents, trademarks, copyrights, or other intellectual property. Any rights not expressly granted herein are reserved.
“Odyl Marks” means all names, trademarks, service marks, brands, logos, designs, trade dress, slogans and other designations Odyl uses in connection with its products and services. You may not remove or alter any Odyl Marks, or co-brand Your own products or material with Odyl Marks, without Odyl’s prior written consent. You acknowledge Odyl’s rights in Odyl Marks and agree that any use of Odyl Marks, and the goodwill generated thereby, shall inure to Odyl’s sole benefit. You agree not to incorporate any Odyl Marks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.
Any software which may be downloaded through the Services for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.
10. DISCLAIMER OF WARRANTIES
YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE SERVICES, IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. ODYL DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
ODYL MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE. ODYL MAKES NO WARRANTY OR REPRESENTATION THAT: (i) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF ANY VIRUSES, TROJAN HORSES OR WORMS ; (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR ANY SERVICES WILL BE ACCURATE OR RELIABLE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE OR SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (iv) ANY ERRORS IN THE WEBSITE OR SERVICES WILL BE CORRECTED.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION WITHIN THE WEBSITE OR SERVICES, AND DOCUMENTS. THE WEBSITE, OR SERVICES AND DOCUMENTS MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS. ODYL ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS.
ODYL DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (i) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH THE WEBSITE OR SERVICES BY ANY PARTY, (ii) ANY CONTENT PROVIDED ON LINKED WEBSITES, OR (iii) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED WEBSITE.
OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL ODYL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION, PRODUCT OR SERVICE OBTAINED THROUGH THE WEBSITE OR A LINKED WEBSITE. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE, OR OBTAINED FROM A LINKED WEBSITE.
FOR THE AVOIDANCE OF DOUBT, ODYL MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING HOW OFTEN THE MATERIALS OR INFORMATION POSTED ON THIS WEBSITE OR SERVICES WILL BE UPDATED (IF AT ALL).
11. TERMINATION AND RESTRICTION OF YOUR ACCESS
Odyl may also terminate or suspend Your access to all or any part of the Services for non-payment of any applicable fees upon written notice to you. If no fees are due, Odyl may also terminate your access to the Services for inactivity, which is defined as failing to sign in to the Services for an extended period of time, as determined by Odyl. Odyl may terminate your access to the Website or Services upon thirty (30) days prior written notice for any reason or no reason, without liability to You, except that Odyl will refund to you any prepaid fees You have paid for Services not actually provided by Odyl at the time of termination. Upon termination of Your account, Your right to use the Services immediately ceases.
12. LIMITATION OF LIABILITY
TO THE FULL EXTENT PERMITTED BY LAW, ODYL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, OR THE SERVICES, EVEN IF ODYL HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (i) THE USE OF OR THE INABILITY TO USE THE WEBSITE OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE OR SERVICES; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE OR IN CONJUNCTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (iv) B CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ODYL’S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100.
TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
13. INDEMNITY
You agree to indemnify, defend and hold harmless Odyl, its affiliates, and their respective officers, managers, members, agents, information providers, co-branders, partners, employees and licensors (collectively, the “Company Parties”) from and against any and all claims, liability, losses, costs and expenses (including attorney fees, accountant fees, expert fees and related costs of investigation) incurred by any Company Party in connection with (a) your breach of any these Terms, any Third Party Terms or any other agreement entered into by You and us, (b) any use, misuse or alleged use of the Website or Services under your password by any person, whether or not authorized by you, (c) Your Branding and Content, (d) Your connection to the Website or Services, and (e) Your violation of any rights of another. Odyl reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Company’s defense of such claim.
14. PRIVACY AND PERSONAL INFORMATION
You consent to the collection, processing and storage by Odyl of Your personal information in accordance with the terms of Odyl’s Privacy Policy, which is available at http://odyl.net/privacypolicy.php. You agree to comply with all applicable laws and regulations, and the terms of Odyl’s Privacy Policy, with respect to any access, use and/or submission by You of any personal information in connection with this Website.
15. APPLICABLE LAW
New York law and controlling U.S. federal law govern any action related to the Terms and/or Your use of the Website. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and Odyl agree to submit to the personal and exclusive jurisdiction of the courts located within the County of New York, New York, U.S.A.
Odyl makes no representation that the Website or Services are appropriate for access outside of the United States. Those who choose to access the Website or Services from outside the United States do so on their own initiative and are responsible for compliance with local laws. You agree to submission of any dispute to the state and federal courts of the State of New York and County of New York, USA.
Although the Website and Services are accessible worldwide, not all products or services discussed or referenced on the Website and Services are accessible to all persons or in all geographic locations. Odyl reserves the right to limit, in its sole discretion, the provision and quantity of any product or service to any person or geographic area it so desires. Any offer for any product or service offered in the Website and Services is void where prohibited.
16. GENERAL TERMS
You must not assign or otherwise transfer the Terms or any right granted hereunder.
You agree that any material breach of Sections 1, 2, 4, 5 and 9 of the Terms will result in irreparable harm to Odyl for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Odyl will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Odyl seeks such an injunction.
Services, content, and products derived or obtained from this Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (i) obtain any export, reexport, or import authorizations required by U.S. or Your local laws; (ii) not use Services, Branding and Content, or products derived or obtained from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (iii) not provide Services, Branding and Content, or products derived or obtained from this Website to prohibited countries and entities identified in the U.S. export regulations.
Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
Odyl’s performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Odyl’s right to comply with governmental, court, and law enforcement requests or requirements relating to Your use of the Services or information provided to or gathered by Odyl with respect to such use.
A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Please email us at “legal at OdylFarm dot com” with any questions regarding this Agreement.
ODYL is a trademark of Odyl, LLC.
Effective Date: March 24, 2011
Previous Modification: December 9, 2009
Previous Modification: March 4, 2008
