Effective as of 8/29/2019
IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (referenced herein as “you” or with “your”) AND Oliphant Financial, LLC. (referenced herein as “OFL” or with “our”). READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE (the “TCU”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE OFL WEBSITE FOUND AT www.oliphantfinancial.com (COLLECTIVELY, THE “OFL WEBSITE”). OFL IS WILLING TO LICENSE TO YOU THE RIGHT TO ACCESS AND USE THE OFL WEBSITE ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TCU. IF YOU DO NOT AGREE, PLEASE EXIT THE OFL WEBSITE. This TCU may be amended or modified by OFL at any time, with or without notice, on the understanding that such changes will not apply to usage prior to the amendment or modification, or to claims arising prior to such change. Your continued use of any part of the OFL Website, as applicable, or your clicking of any button to indicate acceptance of these terms, constitutes acceptance to such change. It is therefore essential that you consult and accept the TCU at the time of accessing the OFL Website, to determine which provisions are in operation at that time, in case they have changed since the last time you used the OFL Website or reviewed the TCU. Updates to this TCU will be denoted by the date at the beginning of this document.
LICENSE GRANT. This TCU provides you with a personal, revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to use the OFL Website solely for your personal use and conditioned on your continued compliance with this TCU. You may print materials and information from the OFL Website solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. Notwithstanding the foregoing, you may not (i) use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the OFL Website (or any part thereof) in any manner not expressly permitted by this TCU; (ii) reverse engineer, decompile, disassemble, translate, or create any derivative work of the OFL Website (or any part thereof); (iii) access, link to, or use any source code from the OFL Website or the (or any part thereof); (iv) erase or remove any proprietary or intellectual property notice contained in or on the OFL Website (or any part thereof or materials therefrom); (v) tamper or interfere with the proper functioning of any part, page or area of the OFL Website and any and all functions and services provided by OFL, including any manner that could damage, disable, overburden or impair the OFL Website; (vi) submit any purposely inaccurate information, commit fraud, or submit falsifying information in connection with your User Account (as defined herein); or (vii) attempt to scan or test the security or configuration of the OFL Website or to breach security or authentication measures without proper authorization.
USER OBLIGATIONS. By accessing or using the OFL Website, you also agree to be responsible for and to abide by all applicable local, state, national, and international laws, regulations, rules, and guidelines with respect to your use of the OFL Website. In addition, you agree to assume all responsibility for compliance with this TCU and for your use, and the results of your use, of the OFL Website.
PROPRIETARY RIGHTS. The contents of the OFL Website, including all software, designs, text, graphics, images, photographs, illustrations, audio and video materials, artwork, databases, user interfaces, visual interfaces, sounds, artwork, computer code (including html code), products, information, and documentation, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the OFL Website, unless otherwise indicated, are owned, controlled, and licensed by OFL. Any rights granted hereby are expressly licensed. OFL does not grant any implied right to you or any other person and does not transfer or assign any ownership or intellectual property interest or title in or to the OFL Website (or any part thereof) to you or anyone else. The OFL Website is Copyright © 2019 Oliphant Financial, LLC, and/or its licensors. Oliphant Financial, LLC and all other names, logos, and icons identifying OFL and its products and services are proprietary trademarks of OFL, and any use of such marks, including, without limitation, domain names or account identifiers, without the express written permission of OFL is strictly prohibited. Other product and company names mentioned herein or on the OFL Website may be the trademarks and/or service marks of their respective owners.
PRIVACY. Please see our Web Privacy Policy for information relating to our collection and use of information you submit to the OFL Website. For information about OFL’s collection and use of personally-identifiable information from any source, including the OFL Website and off-line sources, please see our Privacy Notice.
LINKS TO OTHER SITES. OFL may provide links, in its sole discretion, to other websites or online social networks (or pages) for your convenience in locating or accessing related information, products, and services. These sites, networks, and pages have not necessarily been reviewed by OFL and are maintained by third parties over which OFL exercises no control. Accordingly, OFL expressly disclaims and shall not have any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites, networks, or pages. Moreover, these links do not imply an endorsement with respect to any third party, any website, network, or page, or the products or services provided by any third party.
AVAILABILITY AND ACCURACY OF THE OFL WEBSITE. You agree that from time to time OFL may modify or remove the OFL Website, including any features therein, for indefinite periods of time at any time, without notice to you. While OFL uses reasonable efforts to keep the OFL Website accessible, the OFL Website may be unavailable from time to time for any reason including, without limitation, routine maintenance. Although OFL strives for accuracy in all elements of the OFL Website, they may contain errors, inaccuracies or omissions. OFL reserves the right to correct any errors, inaccuracies or omissions and to change or update information if any information on the OFL Website is inaccurate at any time without prior notice. Although OFL makes reasonable efforts to prevent tampering with the OFL Website, OFL does not guarantee that OFL’s efforts will always be successful. OFL is not responsible for your reliance on any information or content found on either the OFL Website, which for the avoidance of doubt includes any information related to a listing or practice, and OFL makes no representations about the accuracy, reliability, completeness, or timeliness of either the OFL Website, or information thereon, and is not responsible for the conduct, whether online or offline, of any person using the Website, including any person’s violation of this TCU.
ELECTRONIC COMMUNICATIONS. When you use the OFL Website, including by providing an electronic mail address for any reason, or send e-mails, text messages, and other communications from your desktop or mobile device to OFL or its affiliates, you may be communicating with us electronically. By doing so, you consent to receive communications from OFL or its affiliates electronically, such as e-mails, texts, mobile push notices, or notices and messages on the OFL Website site or through any other means from OFL or its affiliates, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing unless otherwise prohibited by law. You further agree that you are the sole user of any electronic mail account or electronic device that you use to communicate with OFL or its affiliates, that you have sole access to that account or device, and that the e-mail address associated with that electronic mail account is not furnished or owned by your employer. If you do not wish to receive electronic communications from OFL or its affiliates, you may opt out of such communications by contacting us using the information provided at the bottom of this page.
CALL RECORDING. By using or accessing the OFL Website, you acknowledge that all calls to and/or from OFL may be monitored or recorded by OFL. By continuing any call to or initiated by OFL, you consent to such monitoring or recording of the call by OFL.
CALLS AND COMMUNICATIONS TO YOU USING A MOBILE TELEPHONE NUMBER. If you provide a mobile telephone number to OFL, you consent to receiving calls, texts, SMS messages, prerecorded messages, or other communications of any kind whatsoever, at that number or on a device connected to or associated with that number, from OFL, its parent, and/or its affiliates using an automatic telephone dialing system, autodialer, or predictive dialer. The ways in which you provide OFL a telephone number may include, but are not limited to, providing a telephone number in an e-mail, text message or other communication to OFL, adding a telephone number to your Account on the OFL Website, providing it to an OFL employee, or by contacting OFL from that phone number. YOU HAVE THE RIGHT TO REFUSE TO PROVIDE THIS CONSENT AND YOU HAVE THE RIGHT TO REVOKE THIS CONSENT AT ANY TIME. TO REFUSE TO PROVIDE THIS CONSENT OR TO REVOKE YOUR CONSENT, YOU MAY CALL 888-905-1802, VISIT THE Consumer Resolution Center, OR WRITE TO THE Chief Compliance Officer: Heath Morgan; 888-905-1802; [email protected]
PAYMENT TERMS AND CONDITIONS. These Payment Terms and Conditions (the “Payment Terms and Conditions”) are part of this TCU and govern any payment transaction you initiate on the OFL Website or the OFL App (each, a “Payment Transaction”). If you choose to use the OFL Website OFL to make a Payment Transaction, you accept and agree to these Payment Terms and Conditions.
11.1 Scope: As used herein, the words “bank account” refer to the account held by a bank, securities firm, or other financial institution from which payment will be made when you make a Payment Transaction. The words “your bank” mean the bank, securities firm, or other financial institution that holds your account and/or issued your credit or debit card. Making a Payment Transaction will enable you to pay your account(s) online. OFL, in its sole discretion, may refuse this payment option service, and specific payment methods, to anyone or any user without notice for any reason at any time.
11.2 Payment Authorization (Including Automatic Payments): To make a Payment Transaction, including automatic payments (if eligible), you must designate a valid major credit card, check, or electronic check (“Payment Method”). Each time you initiate a Payment Transaction, you authorize us or our agent to draw a check or draft, initiate an automated clearing house (“ACH”) debit, and/or charge your Payment Method, in your name to the bank account you specify, payable to us or to our agent, in the amount of the Payment Transaction, on the date(s) specified (“Billing Date”) of the month(s) of payment according to the schedule (one-time or recurring) that you have affirmatively elected to enroll in for your account. Your transaction must be payable in U.S. dollars. By paying using your designated Payment Method, you agree that: (a) you have read, understand and agree to these Payment Terms and Conditions, and that this agreement constitutes a “writing signed by you” under any applicable law or regulation; (b) you consent to the electronic delivery of the disclosures contained in these Terms and Conditions; (c) you authorize OFL (or its agent) to make any inquiries we consider necessary to validate any dispute involving your payment, which may include ordering a credit report and performing other credit checks or verifying the information you provide against third party databases; (d) you authorize OFL (or its agent) to initiate one or more drafts or ACH debit entries (withdrawals) or the creation of an equivalent bank draft for the specified amount(s) from your bank account; and (e) you authorize the financial institution that holds your bank account to deduct such payments, debit your debit card, and/or charge your credit card, and to initiate any debit or credit entries to your bank account in the amount of such payments or corrections.
11.3 Payment. Any request or order to settle or make a Payment Transaction shall require OFL’s confirmation of acceptance and may also require additional verification or information from you before acceptance by OFL. All amounts are denoted in US Dollars ($). OFL utilizes third party payment processors, and you hereby agree that OFL may charge your chosen payment method for any Payment Transaction and for any applicable taxes. You agree to pay all charges incurred by you in connection with any credit card, debit card, or other payment method utilized in connection with a Payment Transaction with OFL. OFL does not assess fees or interest to a consumer’s balance throughout the period of active repayment (except those awarded by a court upon agreement with the consumer or after due process of law); however, missed payments will invalidate any agreed upon arrangement. Interest on the account, if applicable, which had been deferred while payments were being received may be added back to the account after payments ceased. OFL also reserves the right to terminate or suspend access to the OFL Website if you fail to pay any amounts when due. You shall reimburse OFL for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts.
11.4. Third Party Processors. You acknowledge and agree that you are responsible for compliance with any third party payment processor’s terms and conditions and may be required to establish an account with a third party payment service provider in order to complete a Payment Transaction. You may also be required to abide by additional instructions from and to agree to further terms and conditions with OFL regarding payment, retrieving data, and receiving other services. If there is a conflict between this TCU and such other or third party terms and conditions, this TCU shall control as it relates to the subject matter of this TCU.
11.5 Current Information: It is your responsibility to make sure that your Payment Method information and contact information are current at all times during the term of the payment plan you specify in your Payment Transaction.
11.6 Payment Processing: With limited exceptions, Payment Transactions will be processed within 24 hours of receipt. You are solely responsible for making payments sufficiently available prior to the due date, and you are solely responsible for actions taken on your account resulting from a late payment.
11.7 Turning Off Automatic Payment or Voiding Your Plan: To cancel automatic payments on your payment plan, please contact us directly at the phone number at the bottom of the page. You may also void your plan by logging into your account located on the OFL Website OFL or by calling the same number. Such cancellation or termination shall be effective at the time of cancellation or termination. To cancel, change, or modify your payments or plan, please call or log-on at least two (2) Business Days before the Billing Date, unless otherwise permitted under applicable law, or your payment may be debited and/or charged for the then due payment. If you have entered into an agreement on a pending civil action regarding the underlying debt or a court has approved your payment plan and it, or the agreement itself, requires additional actions by either party in the event of your non-payment or default, then your cancellation of online automatic payments will be honored. However, this may not affect your legal rights or your obligations to pay as agreed. “Business Day” means Monday through Friday, excluding official U.S. government holidays. To Void your plan. By Phone: Call us at the toll-free phone number 888-905-1802
11.8 Customer Service: Payment Transactions that we process using your Payment Method, will be identified as “OLIPHANT” (or similar identifier) on the statement issued by your bank or other financial institution holding your account. All questions relating to any transactions made using your bank account by us should be initially directed to us. Save the payment confirmation that you are provided when you make a payment, and check it against your applicable account statement. You may contact us regarding any payments made using your bank account or other method by writing to us at, or by phone at. You may also view your transaction history for your payment at any time in the Account Details screen.
11.9 Transaction Errors and Advisability of Prompt Reporting: If you believe that any Payment Transaction initiated by OFL (or its agent) with respect to your bank account is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible. Notify us at once if you believe the password associated with your account has been lost or stolen, or if someone has attempted (or may attempt) to make a transfer from your bank account to complete a payment using your account without your permission. We reserve the right to cancel the ability to pay using the OFL Website for any reason at any time. You also should contact your bank for the Payment Method.
11.10 Our Liability for Improper Transactions or Payments: Federal law limits your liability for any fraudulent, erroneous unauthorized transaction from your bank account based on how quickly you report it to your financial institution. As general rule, you should report any fraudulent, erroneous or unauthorized transactions to your bank within 60 days after the questionable transaction FIRST appeared on your bank account statement. You should contact your bank for more information about the policies and procedures that apply to your account and any unauthorized transactions, including any limits on your liability. We will not be liable to you in the following instances: • If, through no fault of ours, your account does not contain enough money to complete the transaction; • If the funds in your account are subject to legal process or other encumbrance restricting the transaction; or • If circumstances beyond our control (such as fire or flood) prevent the transaction, despite reasonable precautions that we have taken.
11.11 Disclosure of Payment Information to Third Parties: To protect your privacy, we will not disclose any information about your online payments transactions to any person, except as follows:
11.12 Termination: OFL, in its sole discretion, may refuse this payment option service to anyone or any user without notice for any reason at any time. You may terminate your participation in this service, but you must do so by writing to us at the address disclosed in the Section of this these Payment Terms and Conditions entitled “Customer Service.” For automatic payments, see the section of these Payment Terms and Conditions entitled “Cancellation of Automatic Payments.” If you close your account, you agree to notify us first and to stop initiating transactions, and pay all agreed upon payments
11.13 Prior Agreements and Assignments: These Payment Terms and Conditions terminate and take the place of all prior agreements you may have with us relating to any Payment Transactions. We have the right to assign these Payment Terms and Conditions to a subsidiary or affiliate company at any time.
11.14 Note for Massachusetts Residents: GENERAL DISCLOSURE STATEMENT: Any documentation provided to you which indicates that an electronic fund transfer was made shall be admissible as evidence of such transfer and shall constitute prima facie proof that such transfer was made. The initiation by you of certain electronic funds transfers from your account will, except as otherwise provided in these Payment Terms and Conditions, effectively eliminate your ability to stop payment of the transfer. UNLESS OTHERWISE PROVIDED IN THESE PAYMENT TERMS AND CONDITIONS, YOU MAY NOT STOP PAYMENT OF ELECTRONIC FUND TRANSFERS; THEREFORE, YOU SHOULD NOT EMPLOY ELECTRONIC ACCESS FOR PAYMENTS UNLESS YOU ARE SATISFIED THAT YOU WILL NOT NEED TO STOP PAYMENT. DISCLOSURE OF ACCOUNT INFORMATION TO THIRD PARTIES: If you give us your written authorization to disclose information about you, your account or the transactions that you make to any person, that authorization shall be effective until we receive written notification from you to cancel such authorization, unless otherwise agreed or permitted by law, or as necessary under Paragraph 11.11.
11.15 Changes to Payment Terms and Conditions: We may in our discretion change these Payment Terms and Conditions, TCU, Web Privacy Policy, and/or our Privacy Notice at any time without notice to you. If any change is found to be invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any other changes or the remainder of these Payment Terms and Conditions or these TCU. We reserve the right to subcontract any of our rights or obligations under these Payment Terms and Conditions and TCU.
11.16 Refund Policy. Refunds will be made on any overpayment in 30 days or less.
YOUR CONTINUED USE OF YOUR BANK ACCOUNT AS A PAYMENT METHOD ON THE OFL WEBSITE OFLAFTER WE CHANGE THESE PAYMENT TERMS AND CONDITIONS, TCU, WEB PRIVACY POLICY AND/OR OUR PRIVACY NOTICE CONSTITUTES YOUR ACCEPTANCE OF THESE CHANGES.
FEEDBACK. OFL welcomes your feedback and suggestions about OFL’s products or services or with respect to how to improve the OFL Website. But, by transmitting any feedback or suggestions and any related information, material, or other content (collectively, “feedback”) to OFL, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey such feedback to OFL. In addition, any feedback received by OFL will be deemed to include from you a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for OFL to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in the information, material, or content related to such feedback, and you hereby waive any claim to the contrary.
WARRANTY DISCLAIMER. THE OFL WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. OFL MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE OFL WEBSITE OFLAND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. OFL ALSO DOES NOT REPRESENT OR WARRANT THAT THE OFL WEBSITE OFLWILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE OFL WEBSITE OFLIS WITH YOU.
LIMITATION OF LIABILITY. You acknowledge and agree that OFL shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond OFL’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or other natural disasters, strikes or other labor problems, wars, or governmental restrictions. MOREOVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT SHALL OFL BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, FOR LOST DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE OFL WEBSITEOFL, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF OFL HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. WITHOUT LIMITATION OF THE FOREGOING, TOTAL LIABILITY OF OFL FOR ANY REASON WHATSOEVER RELATED TO USE OF THE OFL WEBSITEOFL, RESULTS FROM USE OF THE OFL WEBSITEOFL, OR FOR ANY CLAIMS RELATING TO THIS TCU SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 USD).
ARBITRATION. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE OFL WEBSITE OFLOR TO ANY INTERACTION WITH OFL OR ITS PARENT OR AFFILIATES, WHETHER THROUGH THE OFL WEBSITEOFLOR OTHERWISE, OR TO ANY PRODUCT(S) OR SERVICE(S) OFFERED BY OFL OR ITS PARENT OR AFFILIATES WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THIS AGREEMENT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THESE CONDITIONS OF USE AS A COURT WOULD. TO BEGIN AN ARBITRATION PROCEEDING, YOU MUST SEND A LETTER REQUESTING ARBITRATION AND DESCRIBING YOUR CLAIM TO OUR REGISTERED AGENT CORPORATION SERVICE COMPANY. THE ARBITRATION WILL BE CONDUCTED BY ANY APPROPRIATE ARBITRATION FORUM INCLUDING, BUT NOT LIMITED TO THE AMERICAN ARBITRATION ASSOCIATION (AAA) OR JAMS, UNDER THEIR RULES, INCLUDING ANY SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. THE AAA’S RULES ARE AVAILABLE AT WWW.ADR.ORG OR BY CALLING 1-800-778-7879. JAMS RULES ARE AVAILABLE AT WWW.JAMSADR.COM OR BY CALLING (800) 352-5267. PAYMENT OF ALL FILING, ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED BY THE RULES OF THE ARBITRATION FORUM. OFL, ITS PARENT OR AFFILIATES WILL NOT SEEK ATTORNEYS’ FEES AND COSTS IN ARBITRATION UNLESS THE ARBITRATOR DETERMINES THE CLAIMS ARE FRIVOLOUS. YOU MAY CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE, BASED ON WRITTEN SUBMISSIONS, OR IN PERSON IN THE COUNTY WHERE YOU LIVE OR AT ANOTHER MUTUALLY AGREED LOCATION. WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION WE EACH WAIVE ANY RIGHT TO A JURY TRIAL. WE ALSO BOTH AGREE THAT YOU OR WE MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS.
ENFORCEMENT. OFL wishes to maintain the OFL Website as A helpful resource for all of its users. As it relates to OFL, OFL reserves the right to view, monitor, and/or record activity on the OFL Website and/or the OFL App (in accordance with applicable law) and to comply with government or court appointed authorities when necessary. Actual or attempted unauthorized use of the OFL Website may also result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. You shall therefore not, nor shall you permit any third party to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure established by OFL for use of or with the OFL Website. Moreover, you also acknowledge that any breach, threatened or actual, of this TCU by you may cause irreparable injury to OFL and/or its licensors, such injury would not be quantifiable in monetary damages, and OFL and/or its licensors would not have an adequate remedy at law. You therefore agree that OFL and/or its licensors (or on their behalf) shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TCU. Accordingly, you hereby waive any requirement that OFL or its licensors post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to OFL to enforce any provision of this TCU.
TERMINATION. OFL also reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraud, illegal activity, or actions or omissions that violate any term or condition of this TCU, to terminate this TCU with you (including any registered account) and your right to access and use the OFL Website. You acknowledge and agree that OFL shall have the sole right to determine in its reasonable discretion whether you are engaging in any unauthorized activity and/or violating any term or conditions of this TCU. OFL shall also not be responsible or liable for any damages or loss, such as loss of sales or profits, as a result of any termination of this TCU in accordance with this section. You may also terminate at any time by ceasing to use the OFL Website. But, all applicable provisions of this TCU will survive termination, as outlined below. Any licenses from OFL and any right to use the OFL Website shall immediately cease upon termination of this TCU. The provisions concerning feedback, OFL’s ownership rights, warranty disclaimer, limitation of liability, governing law, enforcement, termination, and the miscellaneous terms will survive the termination or expiration of this TCU for any reason.
GOVERNING LAW. This TCU has been made in and will be construed and enforced solely in accordance with the laws of the State of Florida, U.S.A., as applied to agreements entered into and completely performed in the State of Florida. Without limiting and subject to the arbitration provisions set forth in this TCU, the state or local courts in the State of Florida will have exclusive jurisdiction and venue over all controversies in connection with this TCU, and you hereby consent to such exclusive and personal jurisdiction and venue. Any claim you might have against OFL relating to performance under this TCU must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. In addition, you agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TCU and that each party has the right to seek attorney’s fees in any proceeding. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TCU and is hereby disclaimed.
SPECIFIC PROGRAMS; OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions, including, without limitation, OFL’s Web Privacy Policy, and OFL’s Privacy Notice, may apply to the use of the platforms or online solutions available through the OFL Website. You agree to abide by such other notices, terms, and conditions (as applicable). If there is a conflict with this Agreement, OFL’s obligations, if any, with respect to its services, programs, and/or products are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing should be construed to alter such terms, conditions, notices, and agreements. Nevertheless, your end use of the OFL Website shall be pursuant to this Agreement.
ENGLISH VERSION PREVAILS. In the event this TCU is translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail.
MISCELLANEOUS. The relationship between you and OFL is and shall be that of independent contractors and nothing in this TCU shall be construed or used to create or imply any relationship of partners, joint ventures, or employer and employee. You may not assign or otherwise transfer this TCU or the license granted hereunder or delegate any of your duties specified herein, in whole or in part, without OFL’s prior written consent. Any attempt of assignment, delegation, or transfer in violation of this TCU shall be void, of no effect, and a material breach of this TCU. Notwithstanding the foregoing, OFL may assign this TCU in whole or in part. Moreover, OFL may delegate its rights and responsibilities or use contractors or agents to fulfill its obligations under this TCU. Failure by OFL to insist on strict performance of any of the terms and conditions of this TCU will not operate as a waiver of that or any subsequent default or failure of performance. In the event any provision of this TCU is found by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, you agree that unless it materially affects the entire intent and purpose of this TCU, the invalidity, voidness, or unenforceability shall affect neither the validity of this TCU nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision. Headings are for convenience only and have no legal or contractual effect. This TCU and OFL’s Privacy Policy, which is hereby incorporated by reference as if set forth fully herein, represent the entire agreement between you and OFL with respect to subject matter herein, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and OFL with respect to the OFL Website. Please note that OFL reserves the right to change the terms and conditions of this TCU and by which the OFL Website are extended to you by providing notice of such changes on this webpage or providing in writing or electronically a copy of such revised terms (or notice thereof). OFL also has the exclusive right to provide updates, upgrades, and/or changes to any aspect of the OFL Website. Your continued use of the OFL Website following any such change will be deemed acceptance of any change to this TCU or the OFL Website.