2. Ownership of Content.
3. License Grant.
OFS Portal grants to you a limited, non-exclusive, revocable, non-transferable license to access, view and use the Website, including the Content contained therein, subject to any access restrictions OFS Portal may establish from time to time. You may download, view, copy and print the Content incorporated into the Website solely for your internal business use and only if you attribute ownership and authorship to OFS Portal; provided further that, without the express prior written permission of OFS Portal, such Content may not be adapted, modified, published, displayed, transmitted, transferred, shared with or disseminated to anyone for any purpose which is inconsistent with the business purpose of the Website, facilitates competition with the Website, makes commercial use of the Website for the benefit of a person other than OFS Portal or an OFS Portal Member or which violates applicable United States or international law.
4. Use Restrictions.
Notwithstanding the foregoing license grant, you may not resell, redistribute, broadcast or transfer the Content or use the Content in a searchable, machine-readable database or file except through the authorized access to the Website. Unless separately and specifically authorized in writing by OFS Portal, you may not rent, lease, sublicense, distribute, transfer, copy, reproduce, publicly display, publish, adapt, modify, create derivative works, mine, harvest, collect, store or time-share the Website, any part thereof, or any of the Content received or accessed therefrom to or through any person or entity. Access to any restricted or password protected area of the Website without the authorization of OFS Portal is strictly prohibited. You agree to use the Website, including, without limitation, any restricted area, and the Content contained herein for lawful purposes only. You agree not to post or transmit any information through the Website which (i) infringes the rights of others or violates their privacy or publicity rights, (ii) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, (iii) is protected by copyright, trademark or other proprietary right without the express written permission of the owner of such right, or (iv) which is used to unlawfully collude against another person in restraint of trade and competition. You shall be solely liable for any damages resulting from any infringement of copyright, trademark or other proprietary right, or any other harm resulting from your use of the Website or the Content contained herein.
You may not utilize logos, marks, or other distinctive graphics, video, or audio material in your links, without OFS Portal’s express written permission, which OFS Portal may withhold in its discretion. You may not link in any manner reasonably likely to (i) imply affiliation with or endorsement or sponsorship by OFS Portal, (ii) cause confusion, mistake, or deception, (iii) dilute OFS Portal’s trademarks or service marks, or (iv) otherwise violate state or federal law. In addition, you may only link to the home page of the Website unless you are authorized to access other portions of the Website pursuant to a valid Buyer Agreement or Supplier Agreement with OFS Portal.
8. Connectivity; Delay in Service.
You are responsible for all costs and expenses associated with establishing and maintaining your connection to the Website. You shall provide and maintain all telephone and other equipment necessary to access the Website. OFS Portal reserves the right to refuse assistance or seek fees if you seek assistance from OFS Portal with respect to your use of the Website. Neither OFS Portal nor any of its licensors (including its and their officers, directors, managers, employees, affiliates, agents, representatives or sub-contractors) shall be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electric or mechanic equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war or other like causes. OFS Portal shall have no responsibility to provide you access to the Website.
You acknowledge that OFS Portal reserves the right, and may from time to time, monitor your access and use of the Website and all Content transmitted or received through the Website. OFS Portal, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any Content which OFS Portal deems inappropriate or that violates any term or condition of this Agreement. During monitoring, Content may be examined, recorded, copied, and used for authorized purposes. Your use of the Website, authorized or unauthorized, constitutes consent to such monitoring.
OFS Portal and its licensors do not warrant the accuracy or suitability of the Content for any purpose. Furthermore, the Website may contain links to third party websites not under the control or operation of OFS Portal. OFS Portal provides any such links only as a convenience for you and is not responsible for any such linked sites, the content on any such linked sites or an site linked to or from any such linked sites. FOR THIS REASON, YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE AND THE CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “WITH ALL FAULTS” BASIS. OFS PORTAL AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. FURTHER, OFS PORTAL AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR ARE SUITABLE FOR YOUR NEEDS. UNDER THIS AGREEMENT, YOU ASSUME ALL RISKS OF ERRORS AND/OR OMISSIONS IN THE WEBSITE AND THE CONTENT, INCLUDING THE TRANSMISSION OR TRANSLATION OF THE CONTENT. YOU HEREBY ASSUME ALL RESPONSIBILITY, BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS, FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM FOR THE SIMILAR FUNCTION.
12. Limitation of Liability.
You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for accuracy and suitability of the Website and the Content, and for maintaining any means which you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Content provided under this Agreement. YOU ACKNOWLEDGE AND AGREE THAT OFS PORTAL AND ITS LICENSORS (INCLUDING ITS OR THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES AND SUBCONTRACTORS) SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE AND THE CONTENT FOR ANY PURPOSE WHATSOEVER. PROVISIONS CONTAINED IN THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
You agree to release, indemnify, defend and hold harmless OFS Portal and its licensors and their affiliates, officers, directors, managers, employees, agents, representatives and subcontractors from and against any and all losses, damages, claims, demands, suits, liabilities, fines, penalties, and expenses (including reasonable attorney’s fees and expenses) (collectively, “Claims”) of whatever kind, character or nature brought by or on behalf of any person that arise out of, are related to or in connection with this Agreement or your access or use of the Website or the Content, even if caused, in whole or in part, by the joint, sole, or concurrent negligence, willful misconduct, strict liability or other fault, whether passive or active, of any person or entity, including any of the indemnified parties.
14. No Conflicting Terms.
If there is any Conflict between this Agreement and any help text, manuals, or other agreements between you and OFS Portal, this Agreement shall govern, whether such other documents or prior to or subsequent to this Agreement, or are signed or acknowledged by any officer, manager or member of OFS Portal. If you have entered into any other agreement with OFS Portal, including an Electronic Data Agreement, then that Agreement supplements this Agreement and you agree to comply with that Agreement in your use of the Website and Content.
15. Attorney’s Fees.
If OFS Portal takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, OFS Portal shall be entitled to recover from you (and you agree to pay), in addition to all sums to which it is entitled or any other relief, at law or in equity, reasonable and necessary attorney’s fees and any costs of any litigation.
16. Applicable Laws/Jurisdiction.
OFS Portal controls and operates this Website from its offices in the United States of America. Persons who chose to access this Website from other locations do so on their own initiative, and are responsible for compliance with local laws. The laws of the State of Texas, excluding its conflicts-of-law rules, shall govern this Agreement and your use of this Website. You agree that any claim or dispute with OFS Portal relating in any way to your use of the Website shall be commenced and heard in the state or federal courts of the State of Texas, County of Harris, and you agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Texas, in connection with any such dispute. In the event that you have entered into a Buyer Agreement or Supplier Agreement with OFS Portal, then the dispute resolution provisions contained in the Buyer Agreement or Supplier Agreement, as applicable, shall control over the terms of this Section 16.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provisions shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any unenforceable provision will be replaced by a mutually acceptable provision which comes closest to the intention of the parties at the time the original provision was agreed upon.
18. U.S Government Restricted Rights.
The information on this Website is provided with “Restricted Rights.” Use, duplication or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgement of OFS Portal’s proprietary rights in them.
19. Copyright, Patent and Trademark Notice.
All rights reserved. The Website and the Content is the valuable, exclusive property of OFS Portal or its licensors and nothing in this Agreement shall be construed as transferring or assigning any such ownership rights to you or any other person or entity. The Content is protected by contract law and various intellectual property laws, including domestic and international copyright laws. Accept as permitted in this Agreement, you may not copy, adapt, distribute, commercially exploit, or publicly display the Content or any portion thereof in any manner whatsoever without OFS Portal’s prior written consent. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Website or the Content. OFS Portal, and its associated logos, and all page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, or registered trademarks of OFS Portal, LLC. All other product names and company logos mentioned on the Website or the Content are trademarks of their respective owners.
20. Notice and Procedure for Copyright Infringement Claim.
OFS Portal, pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the “Act”), reserves the right, but not the obligation, to terminate the license granted to you herein to access and use this Website if OFS Portal determines in its sole and absolute discretion that you, or your affiliate or agents, are involved in infringing activity, including any alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. By accessing this Website, you acknowledge that in the performance of its obligations under this Agreement, any Buyer Agreement or Supplier Agreement or otherwise, OFS Portal accommodates and does not interfere with standard technical measures used by its members, licensors or any other copyright owners to protect their materials, including without limitation the Content provided pursuant to each OFS Portal member’s Supplier Agreement. In addition, pursuant to 17 U.S.C. Section 512(c), OFS Portal has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. OFS Portal’s designated agent to receive such notifications of claimed infringement is:
Chris Welsh, CEO
OFS Portal, LLC
3 Riverway, Suite 1810
Houston, Texas 77056
In the event that you should have reason to suspect any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right, arising under or relating to this Agreement, any Buyer Agreement or Supplier Agreement or otherwise, then you shall provide written notice regarding such defamatory or infringing activity to OFS Portal’s designated agent, listed above, and such notice must include the following information:
(a) A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed;
(b) Identification of the copyrighted work that is claimed to have been infringed, or, if multiple copyrighted works on a single online site are covered by a single notification, a represented list of such works at that site. Similarly, for other types of infringing materials, a list of such materials;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit OFS Portal to locate the material;
(d) Information reasonably sufficient to permit OFS to contact the complaining person, such as the applicable address, telephone number and/or electronic mail address;
(e) A statement that the complaining person has a good faith belief that the use of the subject material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that such complaining person is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed upon or on behalf of the person defamed.
You may not assign any of your rights, obligations, privileges or performance under this Agreement without the prior written consent of OFS Portal. Any assignment by you other than is provided for in this Section 21 shall be null and void, ab initio.
22. Entire Agreement.
This Agreement is complete and effective at the time you agree to it by accessing or using the Website or the Content contained herein. Except as provided in Paragraph 14, this Agreement constitutes the entire agreement between the parties, and no other agreement, written or oral, exists between you and OFS Portal.
Revised October 21, 2015
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