Terms of Service

Effective as of February 1, 2021

The following Terms of Service, including the Privacy Policy, shall govern all usage of all portals, software, web-based products, and websites provided through the ofpartner.com domain as well as all software applications using such websites as part of their interface, front-end, or otherwise. (The “Products.”) The Products are provided by ofPartner, LLC, an Ohio Limited Liability Company, with a principal place of business at 1526 Yellowstone Dr, Streamwood, IL 60107 (the “Company.”) Use of the Products constitutes agreement with these Terms of Service and creates a binding contract between all persons or entities (“You” or “User”) using the Products both individually and in their individual capacity as an employee, officer, agent, partner, etc. of each organization they represent in connection with any use of the Company web site.

Use of the Products without agreeing to these Terms of Service is prohibited. If You do not agree with these Terms of Service, stop using the Products.

Business or Employment Use.

When You use the Products in the course of your employment or business, You enter into this Agreement both on your own behalf and in your individual capacity as an employee, officer, director, manager, agent, partner, etc. of such organization which You represent, and references in this Agreement to "You" shall mean both you as the individual user of the Products and you in your capacity as a representative of your organization. The term “You” or “User” shall include the individual and any represented entity.

Eligibility And Limitations On Use.

By using the Products or signing up for a user account on the Products, You represent and warrant that you are at least eighteen (18) years of age or above and are fully able and competent to understand and agree with these Terms of Service. You also represent and warrant that you are in compliance with all laws and regulations in the country in which you live when you access and use the Products. You agree to use the Products only in compliance with these Terms of Service and applicable law, and in a manner that does not violate the Company’s legal rights or those of any third party(ies). Use of any personal information You provide to the Company during the user account creation process, or your use of the Products is governed by our Privacy Policy. You must keep your password confidential and You are solely responsible for maintaining the confidentiality and security of your account, all changes and updates submitted through your account, and all activities that occur in connection with your account. You represent that you have read understood and agreed to our Privacy Policy. Please note that we may disclose information about You to third parties or government authorities if we believe that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply our Terms of Service and/or Privacy Policy; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process/notice served on us; or (iv) protect our rights, reputation, and property, or that of our users, affiliates, or the general public.

You represent to the Company that all information provided to the Company in such process is true, accurate and correct, and that You will update your information as and when necessary, in order to keep it accurate. If You are creating an account for a business or other legal entity, then you represent to the Company that You are the owner or authorized agent of such business. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts or business listings except as otherwise authorized by the Company, or provide or use false information to obtain access to the Products. Providing any inaccurate information is a breach of these Terms of Service and will result in immediate termination by the Company.

You agree that you are responsible for all activities that occur with regard to your User account. You agree to notify the Company immediately of any unauthorized use of your user account in order to enable the Company to take necessary corrective action. You also agree that You will not allow any third party to use your user account for any purpose and that You will be liable for such unauthorized access.

By creating an account, You agree to receive certain communications in connection with the Products. You can opt-out or manage your preferences regarding non-essential communications through account settings or by contacting us.

You agree not to access (or attempt to access) the Products by any means other than web pages and/or proprietary applications provided by the Company, unless the Company has granted You prior written permission. You specifically agree not to access (or attempt to access) the Products through any automated means (including use of scripts or web crawlers) and shall ensure that You comply with the instructions set out in any robots.txt file present on the Products. You agree that you will not engage in any activity that interferes with or disrupts the Products (or the servers and networks which are connected to the Products).

You agree not to access (or attempt to access) the Products by any means other than web pages and/or proprietary applications provided by the Company, unless the Company has granted You prior written permission. You specifically agree not to access (or attempt to access) the Products through any automated means (including use of scripts or web crawlers) and shall ensure that You comply with the instructions set out in any robots.txt file present on the Products. You agree that you will not engage in any activity that interferes with or disrupts the Products (or the servers and networks which are connected to the Products).

Updates and Minimum Technical Requirements

The Company may include Products functionality that checks to make sure that the device or the software (including but not limited to web browsers) You use to access the Products has certain technical requirements. Unless your device, its settings, or computer software does not permit transmission or use of upgrades or updates, You agree that the Company may provide notice to You of the availability of such upgrades or updates and push such upgrade or update notices to your device or computer from time-to-time. You may be required to install certain upgrades or updates to your device or software in order to continue to access or use the Products, or portions thereof (including upgrades or updates designed to correct issues with the Products). If a device does not allow access to the Products due to not meeting minimum technical specifications, You may not use the Products with that device or software.

Changes to this Agreement.

The Company may remove, amend or replace any provision of these Terms of Service at any time, but, if it does so, the Company will post such changes on the Products at the URL terms-of-service.html.

Disclaimer.

You agree to all terms of the Company's Legal Advice and Services Disclaimer as set forth below.

Privacy Policy.

Data and certain other information about You are subject to the Privacy Policy as set forth below. You agree that you have read and understand the Privacy Policy.

Company Intellectual Property

All of the intellectual property, including, without limitation, all content, text, graphics, video and sounds on within or associated with the Products, and all computer codes associated with the Products (the “Intellectual Property,”) are the valuable and proprietary property of the Company, its licensors and contributors, and are subject to copyright, trademark and other intellectual property protection. You may not reproduce, modify, transmit, publish, license, create derivative works from, transfer or sell any content, text, graphics, video, sounds, designs, images or code obtained from the Products. You acknowledge and agree that the Company has expended substantial time and effort to create the Products, and the content and services provided through the Products, and that the Company exclusively owns or has been licensed by third parties to use and sublicense all rights, title and interest therein and all associated information, data, databases, images and other material.

You agree not to use any framing techniques to enclose any trademark or logo, or other proprietary information belonging to or controlled the Company; or remove, conceal or obliterate any copyright or other proprietary notice or source identifier, including without limitation, the size, color, location or style of any proprietary mark(s). Any infringement shall lead to legal proceedings against You in the appropriate forum for seeking all available/possible remedies under applicable laws of the country of violation. You cannot modify, reproduce, publicly display or exploit in any form or manner whatsoever any of content available through the Products in whole or in part except as expressly authorized by the Company.

Assignment.

Your rights and obligations under these Terms of Service are personal to You and may not be assigned to any other party, except with the expressed written consent of the Company, which may be withheld for any reason.

Force Majeure.

The Company will not, nor will any entity that is part of the Company, be deemed to be in breach of these Terms of Service for any failure or delay in performance caused by reasons beyond its reasonable control, including any natural calamity, emergency closure or shutdown, pandemic, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other, failure to perform by any supplier or other third party, or any other cause beyond the reasonable control of the Company (or any entity that is part of the Company).

Waiver.

The Company will not, nor will any entity that is part of the Company, be deemed to have waived any breach by you of these Terms of Service, except by a written waiver expressly so stating, and such waiver will not be construed as a waiver of subsequent or continued breaches.

Severability.

If any provision of these Terms of Service is held to be invalid or unenforceable, such invalidity or unenforceability will be limited to the maximum extent permissible, and the other provisions of these Terms of Service will remain in full force and effect.

Term and Time Limitations

The Company may terminate any User’s right or use the Products at its sole discretion for any reason or no reason, in its sole discretion, including your: (i) violation of these Terms of Service; or (ii) lack of use of the Products and/or any user account You may create. You agree that any termination of your access to the Products may be affected without prior notice and acknowledge and agree that the Company may immediately deactivate or delete your user account and all related information and/or bar any further access to your user account or the Products. If You use the Products in violation of these Terms of Service, the Company may, at its sole discretion, retain all data collected from your use of the Products. Further, You agree that we shall not be liable to You or any third party for the discontinuation or termination of your access to the Products.

YOU MUST COMMENCE ANY LEGAL ACTION AGAINST US WITHIN ONE (1) YEAR AFTER THE ALLEGED HARM INITIALLY OCCURS OR YOUR USER ACCOUNT IS CANCELLED FOR ANY REASON, WHICHEVER COMES FIRST. FAILURE TO COMMENCE THE ACTION WITHIN THAT PERIOD SHALL FOREVER BAR ANY CLAIMS OR CAUSES OF ACTION REGARDING THE SAME FACTS OR OCCURRENCE, NOTWITHSTANDING ANY STATUTE OF LIMITATIONS OR OTHER LAW TO THE CONTRARY. WITHIN THIS PERIOD, ANY FAILURE BY US TO ENFORCE OR EXERCISE ANY PROVISION OF THESE TERMS OR ANY RELATED RIGHT SHALL NOT CONSTITUTE A WAIVER OF THAT RIGHT OR PROVISION.

Disclaimer of Warranty

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, AND/OR (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PRODUCTS INCLUDING ANY PROPRIETARY APPLICATION OR SOFTWARE, AND/OR (III) ANY UNAUTHORIZED ACCESS TO OR USE OF COMPANY SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, AND/OR (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM COMPANY SERVERS, AND/OR (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE PRODUCTS BY ANY THIRD PARTY, AND/OR (VI) ANY LOSS OF YOUR DATA OR CONTENT FROM THE PRODUCTS, AND/OR (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (VIII) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY, AND/OR (IX) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

Remedies

. You agree and stipulate that it would not be equitable or reasonable to require the Company to continue to offer the Products, either in general or to You in particular, in the event of an uncurable breach of or irreconcilable dispute regarding these Terms of Service. Therefore, both You and the Company agree that money damages shall be the sole remedy available to either party in the event of such an alleged breach or irreconcilable dispute, and that no injunction, restraining order, or other writ or decree shall be sought or issued which would force either party to do anything other than pay monetary damages.

Governing Law

Use of the Products and the rights and obligations granted under these Terms of Service, and any dispute related to such use, rights and obligations shall be governed under the laws of the State of Illinois (excepting choice-of-laws provisions) in the United States of America and all suits or other proceedings related to such use, rights and obligations shall take place in the courts within and having jurisdiction over Cook County, Illinois. If you bring suit against the Company, You agree to bring suit against us in the country in which the entity which provides the Products and related services to you. If for any reason a court outside this jurisdiction finds that it has jurisdiction over any dispute related to these Terms of Service that such court shall still apply the laws of the agreed-upon jurisdiction.

Attorney's Fees

In the event of any litigation or arbitration between the parties arising from your use of the Products, the prevailing party shall be entitled to recover, in addition to any other relief granted or awarded, its reasonable costs and expenses (including attorney's fees) incurred in the proceeding.

No Attorney-Client Relationship

Certain parts of the Products are intended to be used by attorneys and/or their clients to evaluate, monitor, and improve the relationship between attorneys and their clients. The Company does not provide legal advice and does not act as an attorney in any capacity. Transmission of information from the Products does not create an attorney-client relationship between You and the Company, nor is it intended to do so. The use of the Products and/or transmission of information through the Products, in part or in whole, and/or any communication with us via Internet e-mail through the Products does not constitute or create an attorney-client relationship between the Company and any user, viewer, or recipient of the Products and/or such information.

Complete Understanding/Exception

These Terms of Service constitute the final and complete agreement between the parties regarding your use of the Products, (which includes the Privacy and Legal Advice and Service Disclaimer) and supersedes any prior or contemporaneous communications, representations or agreements between you and the Company relating to the Products. The preceding sentence, or anything else in these Terms of Service, notwithstanding, if you have purchased services from the Company related to its commercial software products and related services, where there is any conflict between these Terms of Service and the license agreement, sales agreement, lease agreement or other related agreement (“Commercial Agreement”) related to such commercial software products and related services, the Commercial Agreement shall control.