IMPORTANT- THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
THE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH BELOW GOVERN YOUR USE OF THE FIND THE ORIGIN SERVICES (THE “SERVICE”) AVAILABLE AT https://exploreorigin.com (THE “PLATFORM”) AND/OR YOUR OFFERING AND SALE OF OUTINGS AS A SERVICE PROVIDER. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU (“YOU” OR “YOUR”) AND FIND THE ORIGIN INC (“COMPANY”, “WE” OR “US”) AND GOVERN YOUR ACCESS TO, AND USE OF, THE SERVICE, THE PLATFORM AND YOUR PROVISION OF THE OUTINGS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SERVICE, THE PLATFORM, OR ANY INFORMATION ON OR RELATED TO THIS SERVICE OR PLATFORM. BY CLICKING THE BOX TO USE THE SERVICE OR USING THIS SERVICE, THE PLATFORM AND/OR LISTING ANY OUTINGS ON THIS SERVICE, YOU AGREE TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.
The Platform enables You to upload descriptions of outings and tours (“Outings”) and for users to book Outings on the Service.
BY USING THE PLATFORM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, including all users under your account, in which case the term “you” shall refer to such entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Platform or the Services. You are responsible for all users under your account and their assent to the terms of this Agreement and their compliance with this Agreement.
1. Eligibility. Services may only be used or accessed through an electronic device controlled of you at all times. A valid Origin account may only be created and maintained if you provide valid information in the signup process, and you regularly update such information to assure its accuracy.
You shall be responsible for maintaining the confidentiality of login information associated with your account. Each user must have unique login credentials that may not to be shared by multiple users. You are responsible for all activities that occur under your account.
2. Temporary Use License. During the period for which you are authorized to use the Services for the term of this Agreement, and subject to your compliance with the terms of this Agreement, you are granted a non-sublicensable, nonexclusive, nontransferable, limited license, to use the Services for your internal business purposes solely to offer Outings in accordance with the user documentation and policies provided by Origin (“Documentation”). Any rights not expressly granted herein are reserved and no license or right to use any trademark of Origin or any third-party is granted to you in connection with the Services.
If Origin provides you with a widget or other software code or link URL to include on your website (“Link”), you will include such Link on your website. The Link will display a “Book Now” or similar message and when clicked, users will automatically transfer to the Origin Platform. The Link is considered a part of the Services.
3. Your Content.
As a service provider, you may use the Service to create listings about your Outings. You may be asked a variety of questions about the Outings in order to populate your listings, including, but not limited to, the location, capacity, size, features, availability, cancellation and refund policy, pricing and related financial terms, applicable fees, and other information. All listings must also include a valid physical address and any and all additional terms or material terms and conditions, including your cancellation policy (any such additional terms constitute an “Outing Agreement” between you and the user purchasing the Outing). All Outing Agreements are solely between you and the user, and not Origin. All information you upload to the Service to include in a listing will be made publicly available via the Service (“Your Content”) and other users may of the Platform may book Outings through the Service. You acknowledge and agree that once a user requests to book an Outing, you may not modify the price and/or terms for such Outing. You will not submit any of Your Content with a false or misleading information.
When you upload an Outing to the Service, you may also choose to include certain requirements and additional terms in your Outing Agreement which must be met by the users who are eligible to book your Outing. You agree that no such requirements will be applied in a discriminatory or unlawful manner. In addition, you will not use the Service to request that a user engage in any prohibited or unlawful activity or request any information from a user that is prohibited by law or subject to any applicable data security requirements.
Origin reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Services, you grant Origin a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content only in connection with its provision of the Services. You further agree that Origin may remove or disable any of Your Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third-parties or authorities relating to Your Content), or for no reason at all.
4. Acceptable Use.
4.1 General. You shall not post, upload, publish, submit or transmit any content (including but not limited to any text, graphics, images, music, software, audio, video, information or other material) via the Services that (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive as determined in Origin’s sole judgment; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances. In addition to any other remedies, Origin may immediately suspend or terminate your account if you violate these restrictions.
Additionally, you agree to the following:
- The Services may only be used for lawful purposes.
- You shall not attempt to undermine the security or integrity of computing systems or networks of Origin, its partners, or any other person, and must not attempt to gain unauthorized access.
- You shall not impersonate another person or misrepresent authorization to act on behalf of others or Origin.
- You must not introduce software or automated agents or scripts into Origin’s Platform in order to produce multiple accounts, generate automated searches, requests or queries, or to strip or mine content or data from Origin’s Platform.
- You must not access the Origin’s Platform through automated methods, including any use of robots or other computer code which calls Origin’s Platform.
- You shall not send unsolicited messages or use the Services to send unsolicited messages (also known as junk mail or SPAM).
- You shall not use the Services as a remote storage server or for the primary purpose of providing downloadable content.
- You may not rent, lease, loan, or sell access to, or otherwise attempt to transfer any right in Origin’s Platform (which includes its software and Documentation) to a third-party, through framing or any other method.
- You must not interfere with or disrupt the Services or create an undue burden on Origin’s Platform or the networks or services connected to Origin’s Platform.
- You must not perform any benchmark tests or analyses relating to Origin’s Platform or Services without express permission of Origin.
4.2 Violations. The final decision of whether an account is in violation of any of these acceptable use terms is at the sole discretion of Origin. You agree that violations of this Agreement by yourself or any person or entity acting under your account will, in addition to any other remedies including criminal prosecution, result in termination of your access to Origin’s Platform and removal (taking down) of all projects and deployments. In addition, violation of these terms or any of Origin’s policies may result in tracking information being stored to identify the offending person, and permanent restriction from holding an account on Origin’s Platform and Services.
4.3. Health Information. In addition to the obligations set forth in this Section 4, You must not (i) use the Platform or the Services to collect any user’s health, medical information, or other related sensitive information, including, without limitation, protected health information subject to the Health Insurance Portability and Accountability Act (“Health Information”), or (ii) modify any eligibility form, questionnaire, or waiver provided by Origin (through the Platform, the Services, or otherwise) in order to request, require, ask for, or inquire into any user’s Health Information; provided, however, that You may obtain and/or collect a user’s Health Information by contacting such user directly and in such a manner that does not, directly or indirectly, involve or include Origin, the Platform, or the Services. In the event of a breach of this Section 4.3, Origin may, in its sole discretion and in addition to all other remedies available to it at law or in equity (i) use commercially reasonable efforts to assist You by recommending changes to Your eligibility forms, questionnaires, or waivers; (ii) provide other reasonable assistance that Origin may deem appropriate, or (iii) suspend or terminate your account.
5. Service Use. Although Origin has no obligation to monitor your use of the Services, Origin may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. YOU ACKNOWLEDGE THAT ORIGIN MAY DISABLE OR TERMINATE THE SERVICES IF ORIGIN BELIEVES THERE IS ANY CONTENT THAT VIOLATES THIS AGREEMENT, INCLUDING THE ACCEPTABLE USE TERMS AND THE RESTRICTIONS ABOVE, AND/OR AS REQUIRED BY ORIGIN’S HOSTING PROVIDER.
6. Security. You understand that the operation of the Services, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Origin’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services.
7. Usage Restrictions. You will not, directly or indirectly: (i) sublicense, resell, rent, lease, transfer, assign, or otherwise commercially exploit or make the Services available to any third party; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; (iii) modify, translate, or create derivative works based on the Services or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (iii) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels; (iv) remove, alter or obscure in any way any proprietary rights notices (including copyright notices) of Origin or its suppliers on or within the Services; (v) violate any applicable laws or regulations (including without limitation in violation of any data, privacy or export control laws) or infringe the rights of any third-party in connection with the use or access of the Services. You shall comply with any codes of conduct, policies or other notices, Origin provides you or publishes in connection with the Services, and you shall promptly notify Origin if you learn of a security breach related to the Services. Without limiting the foregoing, you acknowledge that Origin may establish general practices and limits concerning use of the Services, including without limitation the maximum number of Outings you may post, how long Outings will remain on the Platform. You further acknowledge that Origin reserves the right to change these general practices and limits at any time, in its sole discretion. You shall not use personal information from users other than to provide the Outing to the user.
8. Insurance. You acknowledge and agree that Origin does not act as an insurer or as a contracting agent for you. Origin recommends that you obtain appropriate insurance for your business. Please review any insurance policies that you may have carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of users that purchase your Outings (and the individuals the user invites on an Outing, if applicable).
9. Support. Subject to the terms hereof, Origin will provide you with commercially reasonable remote technical support services during Origin’s normal business hours (“Support Services”) in accordance with Origin’s current policies.
10. Electronic Communications. By using the Services, you consent to receiving electronic communications from Origin. These electronic communications may include notices about applicable Services fees and charges related to the Services and transactional or other information concerning or related to the Services. These electronic communications are part of your relationship with Origin and you receive them as part of your use of the Services. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
11. Representation and Warranties
11.1. Representations and Warranties. You represent and warrant that (i) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in posting and other activities (and allow Origin to perform its obligations) in connection with the Services without obtaining any further releases or consents; (ii) Your Content and other activities in connection with the Services, and Origin’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy, or publicity, or other personal or proprietary right and Your Content is not defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iii) you will use the Services only in compliance with Origin’s standard published policies then in effect, including all Documentation, and all applicable laws and regulations.
In addition to the representations and warranties contained above and elsewhere in this Agreement, you further represent, warrant and covenant that (a) Your Content and any other information that is submitted to, published or displayed via the Service will not include any false, misleading, deceptive, defamatory, obscene, pornographic, vulgar or offensive materials, and that you will not use the Service to promote, encourage or solicit in any activity that is illegal, immoral, would give rise to civil liability or is prohibited in the jurisdictions where the Outing appears or the Outing is offered; (b) that you are responsible for maintaining and providing your Outings in a safe and reliable manner and are responsible for any resulting harms; (c) you will fulfill all Outings that are purchased, as the Outings are described on the Services and will not breach any Outing Agreements or other agreements that you have entered into with a user that purchases an Outing or any other party; (d) your Outings will comply will all applicable laws, regulations, rules, zoning requirements and safety guidelines; and (e) you will not engage in any practice or conduct that conflicts with, interferes or violates the rights of any third party. You acknowledge and agree that Origin is not responsible for your compliance with any applicable law, regulation or other requirement.
11.2. Mutual Warranty. Each party represents and warrants to the other that it has full right and power to enter into and perform under this Agreement, without any third-party consents or conflicts with any other agreement.
You will indemnify and hold harmless Origin against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) any claim of infringement or misappropriation arising out of your Outings or any of Your Content; (iii) your other access, contribution to, use or misuse of the Services; or (iv) your Outings and your Outing Agreements and contracts with users that purchase your Outings. Origin shall provide notice to you of any such claim, suit or demand. Origin reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Origin’s defense of such matter.
13. Confidentiality; Proprietary Rights
13.1. Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, product or financial information or data relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Origin includes non-public information regarding features, functionality and performance of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without confidentiality restrictions by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party as evidenced by its internal files. If a Receiving Party is required by law or a governmental agency to disclose the Disclosing Party’s Confidential Information, the Receiving Party must provide reasonable notice to the Disclosing Party of such required disclosure so as to permit the Disclosing Party a reasonable period of time to seek a protective order or limit the amount of Confidential Information to be disclosed.
13.3. Company Ownership. Origin shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto and (b) all intellectual property rights related to any of the foregoing.
13.4. Feedback. To the extent you or any of your users provide any suggestions to Origin regarding the functioning, features, and other characteristics of the Platform or the Services, or other material or services provided or made available by Origin (“Feedback”), you hereby grant Origin a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully transferable, worldwide license (with rights to sublicense through multiple tiers of sublicenses) under all of your intellectual property rights, for Origin to use and exploit in any manner and for any purpose.
13.5. Name. During the term of this Agreement, you grant Origin a non-exclusive, royalty-free, fully-paid up license to use and reproduce your trademarks, tradenames and logos in Origin’s marketing materials and Platform and to indicate that you are a Origin service provider. Origin will abide by any written trademark usage guidelines provided by you. All goodwill arising out of the use of your trademarks, tradenames and logos shall inure to your benefit. To decline Origin this license you need to email [email protected] stating that you do not wish to be used as a reference.
14. Payment of Fees
Fees: You authorize Origin and its third party payment processor (currently Stripe) to collect the applicable fees for the Outing, which you determine and set in your listing for each Outing, plus any Origin service fees and Stripe fees. For the purposes of clarity, a user will pay the Outing fee that you set, plus an Origin service fee that is equal to 5% of the Outing fee. After a user pays for an Outing, in accordance with Stripe’s direct charge terms and the terms below, you will retain the Outing fee less the Stripe fee.
Origin may direct the payment processor, in Origin’s sole but reasonable discretion, to withhold part or all of the payment for a period of up to ninety (90) days after the date the Outing is provided to the user in order to satisfy any requests to return any security deposits, cancellation requests or other refunds. You are responsible for abiding by your cancellation and refund policies and Origin is not responsible for processing or providing any refunds to users. In the event of any refund, cancellation, reversal, chargeback, error or other need to return any amount to a user, and if Origin determines in its sole discretion that you are not properly providing the foregoing, you expressly authorize Origin and its third-party payment processor to, without any further notice or consent (a) use funds currently held by the third-party payment processor to satisfy the obligation, (b) reverse part or all of any previously applied transfers from the third-party payment processor to your financial institution, or (c) to apply a debit against and transfer the necessary amounts directly from your financial institution.
Unless otherwise agreed to in writing by Origin, all payments will be in US dollars.
Payment Agent: You hereby appoint Origin as your limited agent solely for the purpose of collecting payments for Outings. You agree that payment made by a user shall be considered the same as a payment made directly to you and you will provide the Outing to users in the agreed upon manner as if you had received the fees directly. You agree that, Origin may, in accordance with your cancellation policy, refund to users the fees as specified or if in Origin’s sole but reasonable discretion Origin determines that you had not adhered to this Agreement. In accepting appointment as your limited authorized agent, Origin assumes no liability for any of your acts or omissions. You agree to reimburse Origin for any dispute, refunds issued by Origin or other related fees applied by Origin’s third-party payment processor and that said fees may be debited directly from Provider’s account held by the payment processor.
Taxes: If applicable and if required by applicable IRS regulations, Origin’s payment processor will issue any required 1099s to you. You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. Origin cannot and does not offer tax-related advice. Additionally, please note that you are responsible for determining all applicable federal, state and local taxes and governmental fees, and for including any applicable taxes and fees to be collected in the applicable listings. Where applicable, or based upon your request, Origin may issue a valid VAT invoice to you. “Tax” or “taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal or other withholding and personal or corporate income taxes.
15. Term and Termination
15.1. Term. Subject to earlier termination as provided below, the term of this Agreement will commence on acceptance of this Agreement and will continue for as long as the Services are being provided to you under this Agreement.
You have the right to terminate your account at any time by sending a cancellation request to [email protected].
Origin may terminate this Agreement at any time, for any reason or for no reason, with or without notice. In addition to any other remedies Origin may have, Origin may also terminate this Agreement upon ten (10) days’ notice if you breach any of the terms or conditions of this Agreement. You acknowledge that Origin reserves the right to terminate accounts that are inactive for an extended period of time and the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof). All of Your Content on the Services (if any) may be permanently deleted by Origin upon any termination of your account in its sole discretion.
15.2. Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, and accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
15.3. Effect of Termination. Upon the termination of this Agreement for any reason: (i) the licenses granted under this Agreement in respect of the Services shall immediately terminate and you and your users shall cease use of the Services; (ii) Origin’s obligations to provide Services shall immediately terminate; and (iii) within fourteen (14) calendar days of such termination, each party shall destroy or return all Proprietary Information of the other party in its possession or control, and will not make or retain any copies of such information in any form, except that the receiving party may retain one (1) archival copy of such information solely for purposes of ensuring compliance with this Agreement.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE SERVICES AND PLATFORM ARE PROVIDED “AS IS” AND Origin DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Origin DOES NOT WARRANT THAT THE SERVICES OR PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR PLATFORM. ORIGIN MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOU WILL GENERATE ANY FEES THROUGH YOUR USE OF THE SERVICES OR THAT USERS WILL PURCHASE YOUR OUTINGS.
17. Limitation of Liability
17.1. Limit of Liability and Waiver of Consequential Damages. EXCEPT FOR YOUR BREACH OF ANY LICENSES GRANTED HEREUNDER OR YOUR BREACH OF ANY REPRESENTATIONS OR WARRANTIES OR YOUR INDEMNITY OBLIGATIONS, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR (D) FOR ANY DIRECT DAMAGES, COSTS, LOSSES, OF LIABILITIES IN AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF $100.00 OR THE FEES PAID AND PAYABLE TO YOU FOR PURCHASED OUTINGS IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER THIS AGREEMENT.
17.2. Limits. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, ORIGIN’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
18. User Disputes. We understand that occasionally disputes may arise between or among our users. In the event a dispute initiated by either You or a user cannot be resolved independently, You hereby agree at Origin’s request, to participate with good faith, to the extent You are reasonably able to do so, in a neutral resolution, mediation, or arbitration process conducted by Origin or a neutral third-party mediator or arbitrator selected by Origin. Notwithstanding the foregoing, You agree that Origin is under no obligation to become involved or impose resolution in any dispute between or among users or any third party.
19. Consent to Receive Text Messages, Emails and Other Communications.
You expressly consent to receive and accept communications from Origin, including via e-mail, telephone calls and text messages, including by automated dialer. You agree that the foregoing authorized communications may be initiated for any transactional, marketing, customer service, debt collection, account administration or other purposes related to your transactions with us by push notifications, text messages, or other comparable means at any of the e-mail addresses and/or telephone numbers provided by you or on your behalf to Origin. YOU ACKNOWLEDGE YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE MARKETING OR ADVERTISING COMMUNICATIONS FROM ORIGIN BY TELEPHONE CALL OR TEXT MESSAGE SENT BY AN AUTOMATIC TELEPHONE DIALING SYSTEM OR A PRERECORDED VOICE, AND YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PRERECORDED OR AUTODIALED PROMOTIONAL, ADVERTISING OR MARKETING (COLLECTIVELY, “MARKETING”) CALLS OR TEXT MESSAGES AS A CONDITION OF PURCHASING ANY PROPERTY, GOODS OR SERVICES. IF YOU WISH TO OPT OUT OF MARKETING CALLS, EMAILS OR TEXT MESSAGES FROM US, YOU AGREE TO OPT OUT BY FOLLOWING ANY UNSUBSCRIBE INSTRUCTIONS PROVIDED TO YOU IN THOSE COMMUNICATIONS, REPLYING STOP TO END MARKETING TEXTS OR BY CONTACTING US AT [email protected] Standard text messaging and data charges charged by your wireless service carrier will apply to text messages we may send. You represent and warrant that you are authorized to approve the receipt of calls and text messages at any telephone number you provide to us in connection with your account or your use of our Service and to approve any related carrier charges. PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING COMMUNICATIONS, ORIGIN MAY STILL SEND YOU COMMUNICATIONS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS BETWEEN YOU AND ORIGIN. YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING TEXT MESSAGES OR OTHER COMMUNICATIONS MAY IMPACT YOUR USE OF THE SERVICE. Any personal information collected via such communications is processed as outlined in our https://exploreorigin.com/blog/privacy-policy/. As a service provider, you shall ensure that you obtain consent as required by applicable law from your employees and contractors for Origin to send these communications on your behalf.
Origin may change this Agreement from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice at https://exploreorigin.com/blog/service-provider-terms-of-use/. You can review the most current version of this this Agreement at any time at https://exploreorigin.com/blog/service-provider-terms-of-use/. The revised Agreement will become effective thirty (30) days after Origin posts or sends you notice of such changes, and if you use the Services after that date, your use will constitute acceptance of the revised Agreement. If any change to this Agreement is not acceptable to you, your only remedy is to stop using the Services and send a cancellation email to [email protected]. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any delays in or failure of performance of Origin shall not constitute a default hereunder or give rise to any claims for damages if, to the extent that, and for such period that, such delays or failures of performance are caused by any events beyond the reasonable control of Origin including, without limitation, any of the following specific occurrences: acts of God or the public enemy, acts of terrorism, pandemics, epidemics, labor strikes, expropriation or confiscation of facilities, compliance with any unanticipated duly promulgated governmental order, acts of war, rebellion or sabotage or damage resulting therefrom, fires, floods, explosion, or riots. You may not assign, transfer or sublicense without the prior written consent of Origin, but Origin may assign or transfer this Agreement, in whole or in part, without restriction. Any attempted assignment or transfer of this Agreement by the parties in contravention of the foregoing shall be null and void. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all amendments must be in writing signed by both parties, except as otherwise provided herein. Origin’s failure to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. The failure of Origin to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. Origin is not a party to any agreements between service providers and their employees or contractors. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing.
21. Governing Law; Disputes; Arbitration
21.1. Law. This Agreement shall be governed by the laws of the State of Colorado without regard to its conflict of laws provisions and the parties agree to the exclusive jurisdiction of the state and federal courts in Boulder County.
21.2. No Waiver. The failure of Origin to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. You acknowledge that this Agreement is a contract between you and Origin, even though it is electronic and is not physically signed by you and Origin, and it governs your use of the Services.
21.3. Arbitration. Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). You and Origin expressly agree and intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement. For purposes of this Section, “Claims” means collectively, and without limitation, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, non-asserted, fixed, conditional, or contingent) that arise from or relate to (i) the Services, including any and all contents, materials and software related thereto, and/or (ii) your use of the Services.
21.4. Informal Dispute Resolution. If any Claim arises out of or relates to the Services or this Agreement, other than as may be provided herein, then you and Origin agree to send notice to the other providing a reasonable description of the Claim, along with a proposed resolution of it. Origin notice to you will be sent based on the most recent contact information that you provided Origin. If no such information exists or if such information is not current, Origin has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, you and Origin will engage in a dialog to attempt to resolve the Claim, though nothing will require either you or Origin to resolve the Claim on terms with respect to which you and Origin, in each of the parties’ sole discretion, is not comfortable.
21.5. Applicable Law. If you and Origin cannot resolve a Claim, within sixty (60) days of the receipt of the notice, then you agrees that that any such Claim and all other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration relating to your use of the Services, will be resolved by binding arbitration, rather than in court. The FAA, not state law, shall govern the arbitrability of such disputes, including the class action waiver below. However, you and Origin agree that Colorado state law or United States federal law shall apply to, and govern, as appropriate, any and all Claims or disputes arising between you and Origin regarding this Agreement and the Services, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to choice of law principles. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator must follow the terms of this Agreement as a court would. THIS SECTION, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OF YOUR ACCOUNT OR THE SERVICE.
21.6. Arbitration Request. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Origin at 340 S Lemon Ave #4133, Walnut CA, 91789. The arbitration will be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration and arbitrator fees will be governed by JAMS’s rules. The arbitration shall take place in San Francisco, Colorado or at such other venue (and pursuant to such procedures) as is mutually agreed upon. You can obtain JAMS procedures, rules, and fee information as follows: JAMS: 800.352.5267 and http://www.jamsadr.com.
21.7. Fees. You and Origin will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Origin to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Origin will have the right to elect to pay the fees and costs and proceed to arbitration. Arbitration rules may permit Origin to recover attorneys’ fees. Origin will not seek to recover attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
21.8. Class Action Waiver. YOU AND Origin EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. You and Origin each agree that such proceeding shall take solely by means of judicial reference.
21.9. Exceptions. Notwithstanding the agreement to resolve all disputes through arbitration, you or Origin may bring suit in court to enjoin infringement or other misuse of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not including privacy rights). You or Origin may also seek relief in small claims court for Claims within the scope of that court’s jurisdiction. In the event that the arbitration provisions above are found not to apply to you or to a particular Claim, either as a result of your decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, you agree that the venue for any such Claim or dispute is exclusively that of a state or federal court located in Boulder County, Colorado. You and Origin agree to submit to the personal jurisdiction of the courts located within Boulder County, Colorado for the purpose of litigating all such Claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement or your use of the Services in the event that the arbitration provisions are found not to apply. In such a case, should Origin prevail in litigation against you to enforce its rights under this Agreement, Origin shall be entitled to its costs, expenses, and reasonable attorneys’ fees (whether incurred at or in preparation for trial, appeal or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which Origin may be entitled.
21.10. Restrictions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR Origin WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR Origin MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. “Commencing” means, as applicable: (i) by delivery of written notice as set forth herein; (ii) filing for arbitration with JAMS as set forth herein; or (iii) filing an action in state or federal court. This provision will not apply to any legal action taken by Origin to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to the Services, intellectual property rights of Origin, and/or Origin’s provision of the Services.
21.11. Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to: [email protected] with the subject line “COMPANY ARBITRATION AND CLASS ACTION WAIVER OPT-OUT”. The notice must be sent within thirty (30) days of your first use of the Services, otherwise you shall be bound to arbitrate any disputes in accordance with this Agreement providing for binding arbitration. If you opt-out of these arbitration provisions, Origin also will not be bound by them.
22. Notification. Origin respects the intellectual property rights of others, and we require You to do the same when interfacing with the Platform and Services.
Origin may, in appropriate circumstances and at our discretion, terminate service and/or access to this Platform for users who infringe or repeatedly infringe the intellectual property rights of others. If You believe that Your work is the subject of copyright infringement and/or trademark infringement and appears on our Platform, please provide Origin’s designated agent the following information:
- 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 and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a full 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 at the Platform, and information reasonably sufficient to permit Origin to locate the material.
- Information sufficient to permit Origin to contact You as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted.
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Origin’s agent for notice of claims of copyright or trademark infringement on this Platform can be reached as follows:
Find The Origin Inc.
Attn: DMCA Agent
PO Box 5368
San Jose, CA 95150
Email: [email protected]
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If You are a user who posted allegedly infringing material and who received notification to that effect from Origin, You may elect to send us a counter notice. To be effective, such counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult Your legal counsel or see Section 512(g)(3) of the Copyright Act to confirm these requirements):
- Your physical or electronic signature.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- Your name, address, and telephone number, and a statement that You consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if Your address is outside of the United States, for any judicial district in which Origin may be found, and that You will accept service of process from the person who provided notification of a complaint of allegedly infringing materials or an agent of such person.
- Such written notice should be sent to our designated agent as follows:
Find The Origin Inc.
Attn: DMCA Agent
PO Box 5368
San Jose, CA 95150
Email: [email protected]
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
23. California Residents.
If You are a California resident, You may have this Agreement mailed to You electronically by sending a letter to [email protected] with Your email address and a request for the Agreement. In addition, under California Civil Code Section 1789.3, You may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at 1-800-952-5210 in order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform.