PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS”) CAREFULLY. 

 

The website(s) located at the domain opusconnect.com and any other websites of Opus Connect, its affiliates or agents, including the Opus Connect online platform website and the Opus Connect members-only website, (collectively, the “Website”) and the information available on or through the Website are copyrighted works belonging to and controlled by Opus Connect, Inc. (“Opus Connect,” “us,” “our,” “we”). Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

These Terms Set forth the legally binding terms BETWEEN YOU AND OPUS CONNECT. THESE TERMS GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INDIVIDUALS VISITING THE WEBSITE BY ACCESSING OR USING THE WEBSITE IN ANY WAY AND TO ALL INDIVIDUALS ACCESSING OR USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE, SUCH AS CREATING AN ONLINE ACCOUNT, ACCESSING OR USING THE ONLINE PLATFORM SERVICE (THE “PLATFORM”) OR THE MEMBERS-ONLY WEBSITE, AND REGISTERING FOR OR ATTENDING AN EVENT (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”). BY COMPLETING AN ONLINE APPLICATION OR ONLINE ACCOUNT REGISTRATION PROCESS, REGISTERING FOR AN EVENT VIA THE WEBSITE, COMMUNICATING WITH US VIA THE WEBSITE OR SERVICES, AND/OR ACCESSING OR USING THE WEBSITE OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH OPUS CONNECT, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE WEBSITE OR THE SERVICES.

 

These terms require the use of BINDING arbitration (Section 15) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT OPUS CONNECT’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL OR CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 7.6 BELOW.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE AND SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

PLEASE NOTE THAT The Terms are subject to change by OPUS CONNECT in its sole discretion at any time.  When changes are made, Opus Connect will make a new copy of the Terms available on the Website and any new supplemental terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of the Terms.  If we make any material changes, we will notify you through our Website or other means to give you the opportunity to review the changes before they become effective. In certain cases and as required under applicable law, Opus Connect may require you to provide consent to the updated Terms in a specified manner before further use of the Website and/or the Services is permitted. If you object to any changes, you may close out your online account and stop using our Website and Services.  Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. Use of the Opus Connect Website and Services

  • 1.1 Eligibility Requirements. The Website, the Services, and the information, features and content available on the Website and the Services (as these terms are defined herein) (collectively, the “Company Properties”) are not for use by anyone under age 16.  To access and use the Company Properties: (1) you must be the “Minimum Age” (described below) or older; (2) you will only have one online Account (as defined below) per unique Service, which must be in your real name; and (3) you are not already restricted by Opus Connect from using the Company Properties. Creating an Account with false information is a violation of our Terms, including accounts registered on behalf of others or persons under the age of 16.  “Minimum Age” means 16 years old. However, if law requires that you must be older in order for Opus Connect to lawfully provide the Services to you without parental consent (including using your personal data) then the Minimum Age is such older age.
  • 1.2 License.  The Company Properties are protected by copyright laws throughout the world.  Subject to these Terms, Opus Connect grants you a non-transferable, non-exclusive, revocable, limited license to use and reproduce portions of the Company Properties for the sole purpose of using the Services for your own personal, noncommercial use or internal business purposes. Unless otherwise specified by Opus Connect in a separate license, your right to use any Company Properties is subject to the Terms.
  • 1.3 Certain Restrictions. The rights granted to you in these Terms are subject to the restrictions set forth in the Acceptable Use Policy in Section 3.3 of these Terms. Unless otherwise indicated, any future release, update, or other addition to functionality of the Company Properties shall be subject to these Terms.  All copyright and other proprietary notices on the Website (or on any content displayed on the Website) must be retained on all copies thereof. Any unauthorized use of Company Properties terminates the licenses granted by Opus Connect pursuant to the Terms.
  • 1.4 Modification.  Opus Connect reserves the right, at any time, to modify, suspend, or discontinue the Company Properties (in whole or in part) with or without notice to you.  You agree that Opus Connect will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Company Properties or any part thereof.
  • 1.5 No Support or Maintenance. You acknowledge and agree that Opus Connect will have no obligation to provide you with any support or maintenance in connection with the Company Properties.
  • 1.6 Notices from Opus Connect. You agree that Opus Connect will provide notices and messages to you in the following ways: (1) within the Company Properties, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address).
  • 1.7 Automated Processing. We will use the information and data that you provide and that we have about members and other users to make recommendations for connections to build your professional network and develop content and features that may be useful to you. Keeping your information accurate and up-to-date helps us to make these recommendations more accurate and relevant.

2. Online Accounts

  • 2.1 Account Creation. In order to access or use certain features of the Company Properties, you may be required to register for an online account, such as through our Website, in order to apply for membership, register for an event, use the Platform, or gain access to Opus Connect’s members-only content (“Account”). During the registration process, we may ask you to provide certain information about yourself as prompted by the Account registration form. You represent and warrant that: (a) all registration information you submit is true, accurate, current and complete; and (b) you will maintain and update your registration information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Opus Connect has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Opus Connect has the right to suspend or terminate your Account and refuse any and all current or future use of Company Properties (or any portion thereof). Opus Connect may otherwise suspend or terminate your Account in accordance with Section 13. Opus Connect reserves the right to remove or reclaim any Account usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.
  • 2.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to: (1) choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your Account; and (4) follow the law and these Terms, including our Acceptable Use Policy (Section 3.3). You agree to immediately notify Opus Connect of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. Opus Connect cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
  • 2.3 No Ownership in Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Opus Connect.


3. User Content

  • 3.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Company Properties. This includes information such as your professional bio or interests that you might include in your member profile or online Account profile. You agree that you are solely responsible for all of the User Content that you make available on or in the Company Properties. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure your make of your User Content that personally identifies you or any other individual person. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (set out in Section ‎3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Opus Connect. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Opus Connect does not claim ownership of your User Content. However, when you post or publish your User Content on or in Company Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your User Content. Any personal information included in any User Content will be collected, used, and shared according to the Opus Connect Privacy Notice.
  • 3.2 License to Your User Content. You hereby grant (and you represent and warrant that you have the right to grant) to Opus Connect a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, prepare derivative works of, publicly perform, and publicly display, your User Content (in whole or in part) for the purposes of operating and providing Company Properties to you and to our other users. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. Please remember that other users may search for, see, use, modify, and reproduce any of your User Content that you submit to any “public” area of Company Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in your User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Opus Connect, are responsible for all of your User Content that you make available on or in Company Properties.
  • 3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy.”
    You agree not to:
    (a)    Collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party;
    (b)    Upload, transmit, or distribute to or through the Company Properties any computer viruses, worms, or any software intended to damage or alter a computer system or data;
    (c)    Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide Company Properties, or to obtain any information from Company Properties;
    (d)    Use any metatags or other “hidden text” using Opus Connect’s name or trademarks;
    (e)     Send through the Company Properties unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
    (f)     Make available any User Content that impersonate any person or entity, including any employee or representative of Opus Connect;
    (g)     Use the Company Properties to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
    (h)     Copy, use, disclose or distribute any information obtained from the Company Properties, whether directly or through third parties (such as search engines), without the express written consent of Opus Connect;
    (i)     Develop, support or use software, devices, scripts, robots, or any other means or processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, browser plugins and add-ons, or any other technology) to scrape the Company Properties or otherwise copy profiles and other data from the Company Properties;
    (j)    nterfere with, disrupt, or create an undue burden on servers or networks connected to the Company Properties, or violate the regulations, policies or procedures of such networks;
    (k)    Attempt to gain unauthorized access to the Company Properties (or to other computer systems or networks connected to or used together with the Company Properties), whether through password mining or any other means;
    (l)    Disrupt or interfere with the security of, or otherwise cause harm to, Company Properties, systems, resources, Accounts, passwords, servers or networks connected to or accessible through Company Properties or any affiliated or linked sites;
    (m)    Access Company Properties in order to build a similar or competitive website, application or service;
    (n)    License, rent, lease, loan, trade, sell/re-sell, transfer, assign, distribute, host, or otherwise monetize or commercially exploit the Company Properties or any portion of the Company Properties, related data, or access to the same, including the Website or any content displayed on or in the Website, without Opus Connect’s express written consent;
    (o)    Use, display, mirror or frame Company Properties, or any individual element within Company Properties, including Opus Connect’s name, any Opus Connect trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Opus Connect’s express written consent;
    (p)    Overlay or otherwise modify the Company Properties or their appearance (such as by inserting elements into the Company Properties);
    (q)   remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties;
    (r)    Monitor the Company Properties’ availability, performance or functionality for any competitive purpose;
    (s)    Harass or interfere with any member or other user’s use and enjoyment of the Company Properties; or
    (t)    Use bots, software or automated agents or scripts to produce multiple accounts on the Company Properties, to add or download contacts, to send or redirect messages, or to generate automated searches, requests, or queries to Company Properties.
  • 3.4 No Obligation to Pre-Screen Content. You acknowledge that Opus Connect has no obligation to pre-screen User Content or content that Opus Connect makes available on or in the Company Properties (“Opus Connect Content”) (“User Content” and “Opus Connect Content” collectively are referred to as “Content”), although Opus Connect reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of your User Content, including without limitation chat, text, or voice communications. In the event that Opus Connect pre-screens, refuses or removes any Content, you acknowledge that Opus Connect will do so for Opus Connect’s benefit, not yours.
  • 3.5 Storage. Opus Connect has no obligation to store any User Content that you make available on or in the Company Properties. Opus Connect has no responsibility or liability for the deletion or accuracy of any Content, including your User Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Company Properties. If Opus Connect provides settings or preferences that enable you to restrict access to your User Content, you agree that you are solely responsible for applying the appropriate level of access to your User Content. You agree that Opus Connect retains the right to create reasonable limits on our use and storage of Content, including User Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Opus Connect in its sole discretion.
    3.6 Enforcement. Opus Connect shall reserve the right (but have no obligation), in its sole discretion, to remove any of your User Content for any reason (or no reason), including if such User Content violates the Acceptable Use Policy or any other provision of these Terms, any applicable law, or is otherwise objectionable. We also reserve the right (but have no obligation) to investigate and/or take appropriate action against you in our sole discretion as described in Section 12.1.
  • 3.7 Feedback. If you provide Opus Connect with any feedback or suggestions (“Feedback”), Opus Connect will treat your Feedback as non-confidential and non-proprietary. You agree that you will not submit to Opus Connect any information or ideas that you consider to be confidential or proprietary. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Opus Connect a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Company Properties.


4. Interactions with Other Users

  • 4.1 Your Responsibility. You are solely responsible for your interactions with other users and any other parties with whom you interact; provided, however, that Opus Connect reserves the right, but has no obligation, to intercede in disputes. You agree that Opus Connect will not be responsible for any liability incurred as the result of such interactions. YOU UNDERSTAND THAT OPUS CONNECT DOES NOT CURRENTLY CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS OR OTHER USERS, REGARDLESS OF WHETHER THEY HAVE REGISTERED FOR AN ACCOUNT. OPUS CONNECT ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS OR OTHER USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS OR OTHER USERS. OPUS CONNECT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR OTHER USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS OR OTHER USERS. OPUS CONNECT RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
  • 4.2 Content Provided by Other Users. Company Properties may contain User Content provided by other users. Opus Connect is not responsible for and does not control User Content. Opus Connect has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. You use all User Content and interact with other users at your own risk.


5. Ownership

  • 5.1 Intellectual Property Rights in Company Properties. Excluding any User Content that you may provide, you agree that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Company Properties and the Opus Connect Content are owned by Opus Connect or Opus Connect’s vendors or suppliers. Neither these Terms nor your access to the Company Properties transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth herein. Opus Connect, its suppliers and service providers reserve all rights not granted in the Terms. There are no implied licenses granted under these Terms.
    5.2 Trademarks. Any trademarks, graphics, logos, service marks and trade names used on or in connection with Company Properties are the trademarks of Opus Connect and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Company Properties are the property of their respective owners.
    5.3 Other Content. Except with respect to your User Content, you agree that you have no right or title in or to any Content that appears on or in Company Properties.


6. Third-Party Links & Ads.
Company Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application, or Third-Party Ad, we will not warn you that you have left Company Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Ads are not under the control of Opus Connect. Opus Connect is not responsible for any Third-Party Websites, Third-Party Applications, or Third-Party Ads. Opus Connect provides these Third-Party Websites, Third-Party Applications, and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications, or Third-Party Ads, or their products or services. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.


7. Fees and Purchase Terms

  • 7.1 General Purpose of Terms: Sale of Service, not Software. The purpose of the Terms is for you to secure access to the Services available through the Company Properties. All fees set forth within and paid by you under the Terms shall be considered solely in furtherance of this purpose. In no way are these fees paid considered payment for the sale, license, or use of software, and, furthermore, any use of software by you in furtherance of the Terms will be considered merely in support of the purpose of the Terms.
    7.2 Payment. If you register for or engage with any of our paid Services, such as when you register for an event or sign up as a member, you agree to pay all fees or charges incurred by you in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Opus Connect with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or, where enabled, PayPal account (each a “Payment Provider”), as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Opus Connect with your credit card number or PayPal account and associated payment information, you agree that Opus Connect is authorized to immediately invoice or charge you for all fees and charges due and payable to Opus Connect hereunder and that no additional notice or consent is required. You agree to immediately notify Opus Connect of any change in your billing address or the credit card or PayPal account used for payment hereunder. Opus Connect reserves the right at any time to change its fees and billing methods, either immediately upon posting on Company Properties or by e-mail delivery to you.
    7.3 Service Subscription Fees. You will be responsible for payment of the applicable fee for any recurring or subscription based Services (each, a “Service Subscription Fee”) at the time you sign up and/or create your Account and select your subscription package (each, a “Service Commencement Date”). Except as set forth in the Terms, all fees for the Services are non-refundable. No contract will exist between you and Opus Connect for the Services until Opus Connect accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
    7.4 Taxes. Unless otherwise stated in writing at the time of payment, the fees that Opus Connect charges for its paid Services are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Opus Connect, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Opus Connect for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Opus Connect is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
    7.5 Withholding Taxes. You agree to make all payments of fees to Opus Connect free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Opus Connect will be your sole responsibility, and you will provide Opus Connect with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
    7.6 Automatic Renewal. For certain Services, Opus Connect provides access on an ongoing basis as a subscription and charges a Service Subscription Fee on a recurring basis. If you sign up for the Platform, you will be charged a Service Subscription Fee for the Platform services on a recurring basis. If you become a member with Opus Connect, you will be charged a membership Service Subscription Fee on a recurring basis. For such recurring Services, your subscription will continue indefinitely until terminated in accordance with the Terms. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically renew beginning on the first day following the end of such period (each “Renewal Commencement Date”) and continue for an additional equivalent period, at Opus Connect’s then-current subscription fee for that Service. You agree that your subscription will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date. If you do not wish your subscription to renew automatically, or if you want to cancel your subscription, please login to your account online (members.opusconnect.com/subscription) to do so before the next billing cycle. If you cancel your subscription, you may use your subscription until the end of your then-current subscription period; your subscription will not be renewed after your then-current subscription period expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Opus Connect to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Opus Connect does not receive payment from your Payment Provider, (i) you agree to pay all amounts due upon demand, and/or (ii) you agree that Opus Connect may either cancel or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your subscription will be activated and for purposes of automatic renewal, your new subscription period will begin as of the day payment was received).


8. Indemnification.
You agree to indemnify and hold Opus Connect, its parents, subsidiaries, affiliates, officers, employees, agents, partners, licensors and those third parties that Opus Connect works with to provide the Company Properties (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your User Content; (b) your use of, or inability to use, Company Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Opus Connect members or other users; or (e) your violation of any applicable laws, rules or regulations. Opus Connect reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Opus Connect in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your membership, Account, the Terms or your access to Company Properties.


9. Disclaimer of Warranties and Conditions

  • 9.1 As-Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF COMPANY PROPERTIES IS AT YOUR SOLE RISK, AND THE COMPANY PROPERTIES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE COMPANY PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE COMPANY PARTIES MAKE NO WARRANTY THAT COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH COMPANY PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS COMPANY PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY PARTIES OR THROUGH COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE COMPANY PROPERTIES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
    9.2 No Liability for Third Party Conduct. YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
    9.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH MEMBERS AND OTHER USERS OF COMPANY PROPERTIES. YOU UNDERSTAND THAT OPUS CONNECT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF COMPANY PROPERTIES. THE COMPANY PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF COMPANY PROPERTIES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF COMPANY PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF COMPANY PROPERTIES. YOU ACKNOWLEDGE AND AGREE THAT OPUS CONNECT DOES NOT CONDUCT BACKGROUND CHECKS ON ANY USER.
    9.4 Applicability of Exclusion of Implied Warranties. THE FOREGOING EXCLUSION OF IMPLIED WARRANTIES APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.


10. Limitation of Liability

  • 10.1 Disclaimer of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH COMPANY PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF COMPANY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE COMPANY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
    10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL COMPANY PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF: (A) THE TOTAL OF THE MOST RECENT MONTHLY OR YEARLY FEE YOU PAID TO OPUS CONNECT PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES; AND (C) ONE HUNDRED U.S. DOLLARS (U.S. $100) WHERE NO PAYMENT HAS BEEN MADE AND NO REMEDY OR PENALTY IS IMPOSED. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
    10.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OPUS CONNECT AND YOU.
    10.4 Applicability of Limitations of Liability. THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.


11. Procedure for Making Claims of Copyright Infringement.
Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), Opus Connect has implemented procedures for receiving written notification of claimed infringements. Opus Connect has also designated a Copyright Agent to receive notices of claimed copyright infringement. Opus Connect will take reasonable steps in good faith to notify any user who posted content that has been alleged to infringe intellectual property rights. It is Opus Connect’s policy, in appropriate circumstances and in our discretion, to terminate the Account and/or access or membership privileges of any user who repeatedly infringes copyright upon prompt notification to Opus Connect by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Company Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Company Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Submit the above information to Opus Connect’s Copyright Agent (a) via postal mail at the following address: Opus Connect, Inc., Attn: Copyright Agent, 10250 Constellation Blvd., Suite 100, Los Angeles, CA 90067 or (b) via email to info@opusconnect.com and include “Attn: Copyright Agent” in your email’s subject line.


12. Remedies

  • 12.1 Violations. If Opus Connect becomes aware of any possible violations by you of the Terms, Opus Connect reserves the right to investigate such violations and/or take appropriate action. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 13, and/or reporting you to law enforcement authorities, without prior notice to you. If, as a result of an investigation, Opus Connect believes that criminal activity has occurred, Opus Connect reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Opus Connect is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Company Properties, including your User Content, in Opus Connect’s possession in connection with your use of Company Properties, to (1) comply with applicable laws, legal process or governmental request, (2) enforce the Terms, (3) respond to any claims that your User Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Opus Connect, its users or the public, and all enforcement or other government officials, as Opus Connect in its sole discretion believes to be necessary or appropriate.
    12.2 Breach of Terms. In the event that Opus Connect determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Company Properties, Opus Connect reserves the right to:
    (a) Warn you via e-mail (to any e-mail address you have provided to us) that you have violated the Terms;
    (b) Delete any User Content provided by you or your agent(s) to Company Properties;
    (c) Close your Account with any of the Company Properties and discontinue any Services;
    (d) If you’re a member, discontinue your membership;
    (e) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
    (f) Pursue any other action which Opus Connect deems to be appropriate.


13. Term and Termination.

  • 13.1 Term. The Terms commence on the date when you enter into them (as described in the preamble above) and remain in full force and effect while you use Company Properties, unless terminated earlier in accordance with the Terms.
    13.2 Prior Use. Notwithstanding the foregoing, if you used Company Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Company Properties (whichever is earlier) and will remain in full force and effect while you use Company Properties, unless earlier terminated in accordance with the Terms.
    13.3 Termination by Opus Connect. We may suspend or terminate any Services provided to you and/or your ability to access or use the Company Properties at any time for any reason at our sole discretion, with notice to you. We have the right to, immediately and without notice, suspend or terminate any Services provided to you and/or your ability to access or use the Company Properties if: (a) timely payment cannot be charged to your Payment Provider for any reason, (b) you have materially breached any provision of the Terms, or (c) Opus Connect is required to do so by law. You agree that all terminations for cause shall be made in Opus Connect’s sole discretion and that Opus Connect shall not be liable to you or any third party for any termination of your Account.
    13.4 Termination by You. If you want to terminate the Services provided by Opus Connect and/or your access to the Company Properties, you may do so by (a) notifying us at any time and (b) closing your Account for all of the Services that you use. Send your notice to Opus Connect using the methods described in Section 16.9, Notice, below. SUBSCRIPTION SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 7.6.
    13.5 Effect of Termination. Termination of any Service includes removal of access to such Service and, in some cases, barring of further use of the Service. Termination of all Services also includes deactivation and deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including your User Content, except to the extent we are required to retain information in accordance with our retention obligations as described in our Privacy Notice. Upon termination of any Service, your right to use such Service will automatically terminate immediately. If you are a member and terminate your membership, your member Account on the Opus Connect members-only website will be closed. However, if you have a separate online Account for the Opus Connect website or Platform, you may still be able to access that Account. Opus Connect will not have any liability whatsoever to you for any suspension or termination, including for deletion of your User Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
    13.6 No Subsequent Registration. If your ability to access or use Company Properties or your Account is discontinued by Opus Connect due to your violation of any portion of the Terms, including the Acceptable Use Policy, or for inappropriate conduct, then you agree that you shall not attempt to re-register with or access Company Properties or any Opus Connect community through use of a different name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Opus Connect reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.


14. International Users.
Company Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Opus Connect intends to announce such Services or Content in your country. Company Properties are controlled and offered by Opus Connect from its facilities in the United States of America. Opus Connect makes no representations that Company Properties are appropriate or available for use in other locations. Those who access or use Company Properties from other countries do so at their own volition and are responsible for compliance with local law.


15. Dispute Resolution.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Opus Connect and limits the manner in which you can seek relief from us.

  • 15.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any Services or products sold or made available through the Website, to any use of or interaction with the Company Properties, or to any aspect of your relationship with Opus Connect, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Opus Connect may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
    IF YOU AGREE TO ARBITRATION WITH OPUS CONNECT, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST OPUS CONNECT ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST OPUS CONNECT IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
    15.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent LegalZoom.com, Inc., 9900 Spectrum Drive, Austin, TX 78717 . The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Opus Connect will pay them for you. In addition, Opus Connect will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Opus Connect 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 country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
    15.3 Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Opus Connect. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Opus Connect.
    15.4 Waiver of Jury Trial. YOU AND OPUS CONNECT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Opus Connect are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
    15.5 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 16.6.
    15.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out within 30 days after first becoming subject to this Arbitration Agreement: (a) via postal mail to the following address: Opus Connect, Attn: Legal, 10250 Constellation Blvd., Suite 100, Los Angeles, CA 90067 or (b) via email to info@opusconnect.com and include “Attn: Legal” in the subject line. Your notice must include your name and address, your Opus Connect username (if different from your email address), the email address you used to set up your Opus Connect Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
    15.7 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
    15.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Opus Connect.
    15.9 Modification. Notwithstanding any provision in Terms to the contrary, you and Opus Connect agree that if Opus Connect makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) of which you had already provided notice to Opus Connect.


16. General Provisions

  • 16.1 Electronic Communications. The communications between you and Opus Connect use electronic means, whether you visit Company Properties or send us e-mails, or whether we post notices on Company Properties or communicate with you via e-mail. For contractual purposes, you (1) consent to receive communications from Opus Connect in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Opus Connect provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
    16.2 Release. You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Company Properties, including but not limited to, any interactions with or conduct of Opus Connect members or other users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Company Properties. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.
    16.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Opus Connect’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    16.4 Force Majeure. Opus Connect shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    16.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Company Properties, please contact us: (a) via postal mail to the following address: Opus Connect, Inc., Attn: Legal, 10250 Constellation Blvd., Suite 100, Los Angeles, CA 90067 or (b) via email to info@opusconnect.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
    16.6 Exclusive Venue. To the extent the you and Opus Connect are permitted under the Terms to initiate litigation in a court, both you and Opus Connect agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in Los Angeles County, California.
    16.7 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
    16.8 Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English. C’est la volonté expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
    16.9 Notice. Where we require that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, Opus Connect’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Opus Connect at the following address: Opus Connect, Inc., 10250 Constellation Blvd., Suite 100, Los Angeles, CA 90067. Such notice shall be deemed given when received by Opus Connect by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
    16.10 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    16.11 Severability. If any portion of the Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
    16.12 Export Control. You may not use, export, import, or transfer Company Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Company Properties, and any other applicable laws. In particular, but without limitation, Company Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Company Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Company Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Opus Connect are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company Properties or technology, either directly or indirectly, to any country in violation of such laws and regulations.
    16.13 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
    16.14 Entire Agreement. The Terms are the final, complete and exclusive agreement between you and Opus Connect with respect to the subject matter hereof and supersedes and merges all prior discussions between you and Opus Connect with respect to such subject matter.