Terms of Service This agreement (the "Agreement") is entered into by and between you ("you") and ORDOS, Inc., ("ORDOS") regarding your use of the MyORDOS virtual marketplace (the "Service"). By searching or uploading file to the Service, you are entering into this Agreement with ORDOS and indicating that you agree to be bound by these terms and conditions. If you do not agree with these terms and conditions as stated, please do not use the Services. This Agreement may be modified from time to time. REGISTRATION. We require a registration process so that you may choose a member name ("Member Name" or "Sign In" or "Sign In Name") and a password, and so that we may permit you to use this service. Your Member Name will be used to identify you on Virtual Marketplace. You may log in to Virtual Marketplace, use the Services or modify your information, only through your Member Name and password. You may not have more than one account or Member Name, and only one email address for your use of the Service. By registering, you certify that the email address you provide in the registration is accurate and belongs to you; otherwise we have the option of suspending your account with ORDOS. You are responsible for maintaining the confidentiality of your password and for any and all activities that occur under your Member Name and password. You agree to notify ORDOS immediately at clientservice@ordosinc.com of any unauthorized use of your account or any other breach of security you learn about. To protect your privacy and the privacy of others, ORDOS uses Member Names to identify participants. We keep your email address and other information strictly confidential. You should refrain from using identifiers in choosing your Member Name and in your postings that would compromise your privacy, such as your email address, URLs, full name, street address, telephone or fax numbers, place of employment, etc. PRIVACY. You are providing your electronic mail ("email") address for the purposes of registering to access this service. Correctly entering your email address is important so that you are able to participate in the collaboration process (e.g. you will receive email notifications when a problem/question you posted receives a comment or a proposed solution.) Occasionally, you will receive newsletters, updates, information and notices, etc. with information that we deem to be of interest to the members of ORDOS. If you do not want to receive newsletters and updates, you may opt out of those services when you register, or, after receiving the newsletters and updates, you may unsubscribe. PRIORITY. This Agreement, in combination with ORDOS's general Terms of Service (available at http://www.myordos.com/terms.jsp) and ORDOS's general Privacy Policy (available at http://www.myordos.com/privacy.jsp), sets forth the terms and conditions under which ORDOS makes the Service available to you. In the event of an inconsistency between this Agreement and either ORDOS's general Terms of Use or Privacy Policy, this Agreement shall control. PROPER USE. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations. Furthermore, you agree that you will not submit questions or comments that are unlawful, defamatory, harassing, abusive, fraudulent, obscene, contain viruses, intended to advertise or sell goods or services, or are otherwise objectionable. You further agree not to submit questions or comments designed to elicit responses that relate to illegal activity or that infringe upon another party's intellectual property rights. You may not sell, use, reproduce, modify, edit, translate, publish, perform, display, post, transmit and distribute questions, comments or answers for any public or commercial purpose without the written permission of ORDOS. ORDOS does not edit, screen, filter, modify, or otherwise monitor the content of questions or comments in advance of initially posting or displaying such content on the Service. ORDOS takes no responsibility for third party content, nor does ORDOS have any obligation to monitor such third party content. Nonetheless, ORDOS reserves the right not to respond to or Use questions or comments that violate the foregoing conditions and to delete or edit questions or comments, in whole or in part, from the Service at any time for any reason. Further ORDOS reserves the right to refuse service to anyone at any time without notice for any reason and to remove objectionable or personally identifiable information from any comments or questions in its Use of such questions and/or comments. ORDOS reserves the right to determine what constitutes Internet abuse and objectionable conduct. ORDOS will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement. NOT PROFESSIONAL ADVICE. Information provided via the Services is not intended to substitute for informed professional medical, psychiatric, psychological, tax, legal, investment, accounting, or other professional advice. If you submit a question or comment on such a topic, we will assume you are interested in soliciting and receiving or giving general information rather than professional advice. You should bear in mind that the applicability of such general information might vary substantially in different states and according to the individual factual circumstances surrounding a particular question or comment. Accordingly, if you desire or require professional advice, please consult a qualified provider who is licensed in your state or country. CONFIDENTIALITY; USE OF INFORMATION. The questions or comments you submit and the responses you receive do not form the basis for a professional-client relationship, including but not limited to attorney-client, physician-patient, or therapist-patient and are not subject to standards or requirements of confidentiality and/or privilege associated therewith. Furthermore, ORDOS shall have the perpetual, irrevocable, non-exclusive right to use, reproduce, modify, edit, translate, publish, perform, display, post, transmit and distribute ("Use") your questions, comments, and/or the corresponding answers without compensation to you, anonymously or in the aggregate, for internal or external purposes, alone or as part of other works in any form, media, or technology, whether now known or hereafter developed and to sublicense such rights. ORDOS will not, however, publicly disclose your questions or comments in a manner that directly associates them with you (except where you include personally identifiable information in a question or comment and such question or comment is Used by ORDOS as provided). HOLD HARMLESS AND INDEMNITY. You agree to hold harmless and indemnify ORDOS, and its employees, officers, directors, agents and representatives, from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. RELEASE AND WAIVER. To the maximum extent permitted by applicable law, you hereby release, and waive all claims against ORDOS and its employees and agents from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with use of the Service. If you are a California resident, you waive your rights, whether known or unknown, under California Civil Code § 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." Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations. NO ASSIGNMENT. You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without ORDOS's prior written consent. Any such purported assignment or delegation by you without ORDOS's prior written consent will be null and void and of no force or effect, unless otherwise expressly consented to by ORDOS at its sole and absolute discretion. RELATIONSHIP OF THE PARTIES. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Los Angeles, California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, ORDOS may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. MISCELLANEOUS. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. ORDOS's failure to act with respect to a breach by you or others does not waive ORDOS's right to act with respect to subsequent or similar breaches. The failure of ORDOS to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. The section headings and subheadings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. This Agreement shall be interpreted in accordance with the laws of the State of California as if made in California by two residents of that state. This Agreement constitutes the entire agreement between ORDOS and you with respect to the subject matter hereof. NOTICES. Except as explicitly stated otherwise, all notices permitted or required under this Agreement shall be by email, to us at clientservice@ordosinc.com, and to you at the email address you provide ORDOS during the registration process, or to such other address as either of us shall specify in writing as our addresses for notice. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Evidence of successful transmission shall be retained. ORDOS may modify the terms of this Agreement at its sole discretion by posting modifications on its website. Your continued use of the Services after notice of modifications constitutes your acceptance of the modifications. If you do not agree to the modifications, you should cancel your membership to the Services and terminate this Agreement. EXPORT CONTROL COMPLIANCE. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Site any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. The export control laws of the United States and other jurisdictions regulate the export of certain technology. This includes email transmission of certain information to foreign countries and foreign nationals. You agree to abide by these laws. Regrettably, nations of Cuba, Iraq, Iran, Libya, North Korea, Afghanistan, and Syria may not legally access ORDOS.com. LIMITATION OF LIABILITY. REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU AGREE THAT IN NO EVENT SHALL ORDOS, ITS AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES, TECHNOLOGY OR CONTENT AVAILABLE ON THE SERVICES ("ORDOS AFFILIATES"), BE LIABLE TO YOU IN ANY MANNER WHATSOEVER: (i) FOR ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICES; (ii) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (iii) FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOSS OF PROFITS OR LOSS OF REPUTATION, EVEN IF ORDOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF ANY SERVICES PROVIDED BY ORDOS SHALL BE CANCELLATION OF YOUR MEMBERSHIP TO THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
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