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Terms of Use
IMPORTANT-READ CAREFULLY: YOUR USE OF THE ORCA SYSTEMS PRODUCTS AND ASSOCIATED PRODUCTS IS CONDITIONED UPON
YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS. BY CLICKING THE "I AGREE" BUTTON OR BY UTILIZING THE ORCA SYSTEMS
PRODUCTS YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
This is a legal agreement ("Agreement") between You and ORCA Systems GmbH. ("ORCA Systems"), for use of the ORCA
Systems products which You selected or initiated, which may include OfferMaker or other products provided by
ORCA Systems ("Products"). "You" refers to the individual who opened an account at ORCA System by clicking on
the registration link sent to the e-mail address indicated in the registration for the Products.
If You do not agree with the terms of this Agreement, click the "Cancel" button and do not use the Products.
Any software associated with the Products is protected by copyright laws and international copyright treaties,
as well as other intellectual property laws and treaties.
1 PRODUCTS.
ORCA Systems will provide the Products in accordance with this Agreement. ORCA Systems may at its sole discretion
modify the features of the Products from time to time without prior notice.
ORCA Systems will provide sure transmission lines for the use of the Products and make reasonable efforts to
protect data You uploaded to ORCA Systems server. Not withstanding the foregoing, You agree to upload any data
to ORCA Systems server on Your own risk.
2 CHARGES.
The use of the ORCA Systems may be subject to an annual subscription fee as indicated on www.offermaker.ch,
in which case You will be granted access only after payment of the annual subscription fee. All bank changes
and other payment costs will be borne by You.
The current subscription fees are published www.offermaker.ch ORCA Systems may change the subscription fees at
any time without prior notice.
You agree that in the event ORCA Systems is unable to collect the fees owed to ORCA Systems for the Products,
ORCA Systems may block and cancel Your use of the Products, and take any other steps it deems necessary to
collect such fees from You and that You will be responsible for all costs and expenses incurred by ORCA Systems
in connection with such collection activity, including collection fees, court costs and attorneys' fees.
You further agree that ORCA Systems may collect interest at the lesser of 1.5% per month or the highest amount
permitted by law on any amounts not paid when due.
3 NO COMMERCIAL USE.
Other than using the Products for Yourself and Your Company, and as permitted under the terms and conditions of
this Agreement or other written agreements between You and ORCA Systems, You may not resell, distribute, make
any commercial use of, use on a timeshare or service bureau basis, or use to operate a Web-site or otherwise
generate income from the Products.
4 PROPRIETARY RIGHTS.
ORCA Systems and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Products
and in all trade names, trademarks and service marks associated or displayed with the Products. You will not
remove, deface or obscure any of ORCA Systems' or its suppliers' copyright or trademark notices and/or legends
or other proprietary notices on, incorporated therein, or associated with the Products. You may not reverse
engineer, reverse compile or otherwise reduce to human readable form any software associated with the Products.
4.1 Copyright.
The content, organization, graphics, design, compilation and other matters related to the Products are protected
under applicable copyrights and other proprietary (including but not limited to intellectual property) rights.
The copying, redistribution, use or publication by You of any such matters or any part of the Products, except
as allowed by Section 4.2 (Limited Right to Use), is strictly prohibited. You do not acquire ownership rights
to any content, document or other materials viewed in connection with the Products.
4.2 Limited Right to Use.
The viewing, printing or downloading of any content, graphic, form or document relating to the Products grants
You only a limited, nonexclusive license for use solely by You for Your own personal use and not for
republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No
part of any content, form or document may be reproduced in any form or incorporated into any information
retrieval system, electronic or mechanical, other than for Your personal use (but not for resale or
redistribution).
4.3 Editing, Deleting and Modification.
We reserve the right in our sole discretion to edit or delete any documents, information or other content that
You uploaded to ORCA Systems server as well as to block and/or cancel Your use of the Products.
5 NONTRANSFERABLE.
Your right to use the Products is not transferable. Any password or right given to You to obtain information
or documents is not transferable.
6 USE OF INFORMATION
You acknowledge that You are responsible for whatever material You submit, and You, not ORCA Systems, have
full responsibility for the message, including its legality, reliability, appropriateness, originality, and
copyright.
7 RRIVACY POLICY.
ORCA Systems Privacy Policy is published under www.offermaker.ch and it is a part of this Agreement.
ORCA Systems reserves the right to change it from time to time without further notice by posting the new
version on its Website.
8 TERMINATION.
You may terminate this Agreement by providing written notice to ORCA Systems via e-mail to contact@orcasys.ch.
Such termination will be effective on the later of: (a) the last day of the term (if Your Agreement has a
fixed term), or (b) thirty (30) days after ORCA Systems's receipt of Your written termination notice.
If You fail to comply with any provision of this Agreement, ORCA Systems may terminate this Agreement
immediately without notice.
In no event will ORCA Systems pay back any subscriptions or other amounts paid by You. Sections 2 through 13,
inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must
cease any further use of the Products and destroy any copies of associated software within Your possession
and control.
9 NO WARRANTIES.
YOU UNDERSTAND AND AGREE THAT THE PRODUCTS ARE PROVIDED "AS IS" AND ORCA SYSTEMS, ITS AFFILIATES, SUPPLIERS
AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ORCA SYSTEMS, ITS
AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE PRODUCTS, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED
THROUGH THE PRODUCTS, REGARDING ANY GOODS OR PRODUCTS PURCHASED OR OBTAINED THROUGH THE PRODUCTS, REGARDING
ANY TRANSACTIONS ENTERED INTO THROUGH THE PRODUCTS OR THAT THE PRODUCTS WILL MEET ANY USER'S REQUIREMENTS, OR
BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE PRODUCTS IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR
DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS AT YOUR OWN DISCRETION AND RISK. YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE PRODUCTS. THE ENTIRE RISK
ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCTS REMAINS WITH YOU.
In particular, You acknowledge that the Products may sometimes be temporarily unavailable.
You acknowledge and agree that You should always keep copies of the data uploaded to ORCA Systems server and
that You will not have any claim against OCRA Systems in case any data You uploaded is temporary or permanently
unavailable, lost or available to third parties.
If there are any problems in accessing and/or using the Products and/or the data You uploaded to ORCA Systems
server, You may send an e-mail to contact@orcasys.ch and ORCA Systems will use reasonable efforts during usual
working hours to try to resolve the problem. In no event will OCRA Systems be liable for any damages caused
by any errors, unavailability or lost of the Products and/or the data You uploaded to ORCA Systems server.
10 INDEMIFICATION.
You agree to indemnify, defend and hold harmless ORCA Systems, its affiliates, officers, directors, employees,
consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or
costs (including, but not limited to, attorneys fees) arising from Your use of the Products, Your violation
of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual
property or other right of any person or entity. Without limiting the generality of the foregoing, ORCA
Systems, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of
fitness for such purposes.
11 LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ORCA SYSTEMS OR ITS AFFILIATES, SUPPLIERS
OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS,
THE LOSS OR DISCLOSURE OF YOUR DATA OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT
PRODUCTS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ORCA
SYSTEMS, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY
CASE, ORCA SYSTEMS'S, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR
EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT
ACTUALLY PAID BY YOU FOR THE PRODUCTS (IF ANY) IN THE PREVIOUS 12 MONTHS.
12 MISCELLANEOUS
Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement
will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision
of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that
provision will be amended to achieve as nearly as possible the same economic effect of the original
provision and the remainder of this Agreement will remain in full force and effect. This Agreement embodies
the entire understanding and agreement between the parties respecting the subject matter of this Agreement
and supersedes any and all prior understandings and agreements between the parties respecting such subject
matter.
ORCA Systems may change the terms of this Agreement at any time by posting modified terms on its website.
All notices or other correspondence to ORCA Systems under this Agreement must be sent to the address as
provided by ORCA Systems for such purpose.
Any and all rights and remedies of ORCA Systems upon Your breach or other default under this Agreement will
be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law
on ORCA Systems, and the exercise of any one remedy will not preclude the exercise of any other.
The captions and headings appearing in this Agreement are for reference only and will not be considered in
construing this Agreement.
13 Applicable Law and Jurisdiction.
This Agreement shall be governed by and construed under Swiss law, without giving effect to conflict of
laws principles. The parties consent to the exclusive jurisdiction the ordinary courts located in Zurich,
Switzerland.
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