By accessing the Portal, you agree to be bound by these Terms unconditionally and without modification, regardless of whether or not you have read these Terms. If you do not agree with these Terms, you may not access or use the Portal.
1. Definitions. In addition to the capitalized terms defined elsewhere in these Terms, the following capitalized terms shall have the meaning ascribed to them below:
“Services” means the services and procedures (including content access, management services and hosting) provided and/or used by OGSystems in connection with the operation of the Portal and the facilitation of communication among Users, including, but not limited to, information, products, services and listings provided by Users and Third Parties. Services include collaboration features used to support discussions among Users in an open forum.
“Suspend” means the suspension of a User’s Portal account, following which a User will be unable to access the Portal.
“Third Party” means a person, group or entity (commercial or governmental), website or any other enterprise that is referred to in the context of these Terms other than OGSystems or a User.
“User” means a registered visitor to the Portal.
2. OGSystems Products and Services. OGSystems provides the Portal enabling Users to host information about their organization and their products, services or challenges and engage in discussions with other Users in an open forum. Much of the information and advice on the Portal is provided by Users. Information about a User’s organization and its products, services or challenges and other content contained on the Portal may not be current, accurate or complete. OGSystems makes no representation as to the availability of the Portal or the truth, thoroughness or accuracy of such information or advice provided through the Portal. Please address all complaints relating to the operation of the Portal to firstname.lastname@example.org. OGSystems’ obligations, if any, are governed solely by these Terms. OGSystems cannot ensure or guarantee and does not make any warranties (i) regarding User information available through the Portal, except as expressly stated in these Terms, or (ii) that the recommendations or other information provided by Users are complete, accurate or current.
3. Registration & Use.
(d) User Conduct/Acceptable Use. In general, OGSystems expects Users of the Portal to interact with each other, any Third Parties and OGSystems in a truthful, courteous manner and in compliance with all applicable laws. Vandalism, obscene or abusive language, harassment, threats or abuse of any nature or form in the Portal, including via email, post or other transmission, are strictly prohibited. Impersonation of others or misrepresenting your affiliation with OGSystems or another is prohibited. You may not upload to, distribute or otherwise publish through the Portal any material that you know is or believe to be false, misleading, contains viruses or malicious code, defamatory, vulgar, obscene, threatening, infringes upon another’s proprietary rights, is invasive of another’s privacy or publicity rights, hateful, racially or ethnically objectionable or which may constitute or encourage a criminal offense, violate any law or another’s rights or otherwise give rise to liability. You may not probe, scan or test the vulnerability of the Portal. You may not use any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Portal or any content contained on the Portal. You may not reproduce or circumvent the navigational structure or presentation of the Portal or any content contained on the Portal, circumvent the security features or attempt to access any materials or information through any means not purposely made available by OGSystems through the Portal, including any Portal account that you are not authorized to access. Any attempt to interfere with or disrupt all or any part of the Portal, whether via malicious code, files or other means, or attempts to disassemble, reverse engineer or decompile any Technology Features, trace the information of any other User, circumvent security features or take any action that compromises the privacy or security of the Portal or Users is strictly prohibited. As applicable, you are responsible for ensuring that your employees and any other Third Parties accessing the Portal and/or using the Services through your account adhere to OGSystems’ User Conduct/Acceptable Use terms described in this Section 3(d).
5. Transactions Between Users. OGSystems is not a party to any transaction between Users and maintains no employment, independent contractor or any other relationship with Users. OGSystems is not responsible for the actions of any User or any other Third Parties whose services may be accessed through links on the Portal. OGSystems does not provide any arbitration or dispute resolution services. Should a User have a dispute with another User, they must address such dispute directly to the User concerned. OGSystems may, in its sole and absolute discretion, but without being under legal obligation to do so, investigate any grievances held by Users and may discuss any investigation with all parties. However, there are only three (3) possible outcomes of a grievance investigation: (a) a User may be allowed to continue participating in the Portal; (b) a User may be Suspended from the Portal for a period of time at the discretion of OGSystems; or (c) a User may be banned indefinitely from participating in the Portal. Users agree to irrevocable and unconditionally forever release OGSystems from any and all damages, losses or claims whatsoever (including punitive, consequential and special damages of any kind or nature suspected and unsuspected, known and unknown and disclosed or undisclosed, arising out of or in any way) in connection with any disputes, grievances or transactions among Users.
6. Access by Children. OGSystems does not target or market to, and the Portal is not intended for use by, children at all, but especially those under age sixteen (16). OGSystems does not knowingly and will not intentionally contact or request Personal Information from children under the age of sixteen (16) for any purpose. OGSystems will not knowingly contact children under age sixteen (16) without a parent’s permission, nor will it ask for more Personal Information than is reasonably necessary to participate in a given activity. If OGSystems obtains actual knowledge that a child under sixteen (16) has submitted its Personal Information, it will attempt to delete the information as soon as possible or seek parental consent. The Portal does not filter ads or other material children may view through the Portal or linked sites, some of which may be inappropriate for children.
7. Indemnity. Unless prohibited by applicable law, you agree to indemnify, defend, release and hold harmless OGSystems, its officers, directors, equity holders, investors, suppliers, service providers, co-branders and other partners, agents and employees, and each those of its and their respective affiliates, from all liabilities, fees, costs, loss of business profits, damages (including consequential, special, incidental, punitive and indirect), taxes, penalties, sanctions and interest of any nature, including reasonable fees of attorneys and other professionals, that OGSystems may incur, suffer or become subject to due to, arising out of or in any way relating to any claims, demands, actions or proceedings, whether or not brought to suit, alleged or initiated against OGSystems by you or any Third Party in any way arising out of or related to anything you submit, transmit through or upload to the Portal, your use of the Portal, your provision of registration or other information that is untrue, inaccurate, fraudulent, or out of date, your communications on the Portal, your violation of anyone’s proprietary or confidential information, patent, trademark, trade secret or other proprietary rights or intellectual property, an allegation that you are in violation of any right, license, law, statute, regulation, rule, order or ordinance, your violation of these Terms and/or any other act or omission resulting in harm to OGSystems. OGSystems shall also have the right, in addition to the foregoing, to exercise such other rights and remedies as may be available at law or in equity.
11. Notices and Procedures for Making Claims of Copyright Infringement. OGSystems respects the intellectual property of others and asks its Users to do the same. OGSystems may process and investigate notices of alleged infringement and may take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to OGSystems. Upon receipt of notices complying with the DMCA, OGSystems will use commercially reasonable efforts to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will use commercially reasonable efforts to remove or disable access to any reference or link to material or activity that is found to be infringing. If you believe that your work has been copied in any way that constitutes copyright infringement, please provide all of the following information: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the material that you claim is infringing or is the subject of infringing activity, that it is to be removed or access to it disabled and information reasonably sufficient to enable OGSystems to locate the material on the Portal; (d) your name, address, telephone number, email address and all other information reasonably sufficient to enable OGSystems to contact you; (e) a statement by you that you have a good faith belief that use of the material as described by you is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the information in your notification is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Notices of copyright infringement should be directed to the address set forth in Section 13. THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING OGSYSTEMS THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS PRODUCT-RELATED QUESTIONS AND REQUESTS, OR QUESTIONS ON PRIVACY, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
12. Disclaimers and Limitations of Liability. OGSYSTEMS DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THE PORTAL, ITS CONTENT OR THE SERVICES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT:
(a) YOU ARE SOLELY RESPONSIBLE FOR YOUR TRANSACTIONS AND SERVICES, ACCURACY, SECURITY AND MAINTENANCE OF YOUR DATA, MESSAGE CONTENT, USE OF YOUR MESSAGES AND YOUR ACTIVITIES IN CONNECTION WITH THE PORTAL;
(b) ALTHOUGH OGSYSTEMS HAS NO OBLIGATION TO MONITOR ANY OF THE FOREGOING, IT HAS THE RIGHT NOT TO POST, PUBLISH, TRANSMIT AND FURTHER TO DELETE, REMOVE OR EDIT ANYTHING IT BELIEVES MAY CONSTITUTE A BREACH OF THESE TERMS AND TO SUSPEND OR TERMINATE YOUR ACCOUNT AT ANY TIME IN ITS SOLE AND ABSOLUTE DISCRETION WITHOUT NOTICE OR LIABILITY OF ANY SORT;
(c) UNDER NO CIRCUMSTANCES IS OR WILL OGSYSTEMS OR ITS AFFILIATES BE LIABLE IN ANY WAY FOR ANY TRANSACTIONS, COMMUNICATIONS, MESSAGE CONTENT, RECIPIENT LISTS, USER CONTRIBUTIONS, YOUR OR ANOTHER’S USE OF THE PORTAL OR SERVICES, ANY OF YOUR DATA OR OTHER CONTENT OR MATERIAL PROVIDED BY YOU, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY OF THE FOREGOING OR FOR LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY OF THE FOREGOING THROUGH THE PORTAL;
(d) YOUR USE OF THE PORTAL AND ANY PARTICULAR FEATURE IS AT YOUR SOLE RISK. THE PORTAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OGSYSTEMS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, FREEDOM FROM MALICIOUS CODE, NON-INFRINGEMENT AND NONINTERFERENCE WITH YOUR USE OF ALL OR ANY PART OF THE PORTAL;
(e) OGSYSTEMS MAKES NO WARRANTY (I) THAT THE SITES WILL MEET YOUR REQUIREMENTS, (II) THAT ACCESS TO THE PORTAL WILL BE UNINTERRUPTED OR TIMELY, THAT IT IS SECURE, OR THAT CONTENT CONTAINED ON THE PORTAL IS ACCURATE OR ERROR-FREE, (III) THAT THE RESULTS OBTAINED FROM USE OF THE PORTAL WILL BE ACCURATE OR RELIABLE, (IV) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY INFORMATION PROVIDED TO YOU AS PART OF THE PORTAL WILL BE CORRECTED, (V) THAT THE PORTAL WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION OR (VI) THAT YOUR USE OF THE PORTAL WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE;
(f) ANY MATERIAL UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE PORTAL, AND ANY INFORMATION YOU SHARE WITH OTHER USERS OF THE PORTAL OR OTHER THIRD PARTIES, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE. OGSYSTEMS IS NOT PROVIDING ANY LEGAL OR OTHER ADVICE TO ANY USERS OF THE PORTAL AND DISCLAIMS ANY LIABILITY FOR ANY REQUESTED DISCLOSURES REGARDLESS OF WHETHER SUCH REQUESTS ARE PROHIBITED IN CONNECTION WITH ANY TRANSACTION BETWEEN USERS OR COMPLY WITH APPLICABLE LAW;
(g) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OGSYSTEMS OR THROUGH OR FROM THE PORTAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS; AND
(h) OGSYSTEMS IS NOT LIABLE FOR ANY PRODUCT OR SERVICE WARRANTIES ISSUED IN CONNECTION WITH ANY TRANSACTION BETWEEN USERS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OGSYSTEMS SHALL NOT, IN ANY EVENT OR UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OGSYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER ARISING OUT OF OR IN CONNECTION WITH THE USE OR THE INABILITY TO USE THE PORTAL, ACCURACY OF THE INFORMATION SHOWN OR AVAILABLE FROM THE PORTAL, ANY TRANSACTION OR ANY OTHER MATTER RELATING TO YOUR ACCESS TO OR USE OF THE PORTAL. IN ANY CASE, OGSYSTEMS’ SOLE LIABILITY, AND THAT OF ITS LICENSORS, SUPPLIERS AND THIRD PARTY BUSINESS PARTNERS, IS LIMITED TO $100.00. THE PROVISIONS OF THESE TERMS ALLOCATE THE RISKS BETWEEN OGSYSTEMS AND YOU AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. YOUR LEGAL RIGHTS WITH RESPECT TO THESE DISCLAIMERS AND WAIVERS MAY VARY FROM JURISDICTION TO JURISDICTION. WITHOUT INTENDING TO LIMIT THE FOREGOING, YOU MUST BRING ANY CLAIMS YOU MAY HAVE AGAINST OGSYSTEMS WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE OR BE FOREVER BARRED. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
13. Notice. Notices to you may be made via email, United States Postal Service or commercial courier service to the contact information you provide. OGSystems also may provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Portal. Notice or other correspondence to OGSystems should be sent prepaid, by certified mail, return receipt requested or overnight commercial courier to: OGSystems, LLC, Attn: Garrett D. Pagon, 14900 Conference Center Road, Suite 500, Chantilly, Virginia 20151, with a copy (which shall not constitute notice) to Miles & Stockbridge P.C., Attn: Matthew D. Klaiber, Esq., 100 Light Street, Baltimore, Maryland 21202.
14. Modifications to the Portal and the Terms. From time to time, OGSystems may modify the Portal and Technology Features, disable certain features of the Portal and/or reduce or expand the Portal. OGSystems also reserves the right at any time and from time to time to modify these Terms and/or the Portal and Services and their functionality and capabilities and/or discontinue, temporarily or permanently, any or all of the foregoing with or without notice. OGSystems will post a notice to the Portal if OGSystems changes these Terms. You will be bound by the modifications if you use the Portal after being given notice. You also should regularly review these Terms. You agree that OGSystems shall not be liable to you or to any Third Party in any way for any modifications to the Portal and/or these Terms.
15. Violations. Please report any alleged violations of these Terms to email@example.com.