Support
You will provide us with all information we reasonably request to enable us to verify and reproduce any errors you report. Certain of our employees may need to access Data to provide the Services. You hereby consent to such access to enable us to provide the Services, which access may include downloading a copy of Data solely for so long a necessary and thereafter deleting such copy.
Confidential Information
“Confidential Information” includes these Terms, Orders, other agreements between you and us, business and marketing plans and strategies, non-public business and technology information, trade secrets, Data, any written materials marked as confidential, and any other information, including visual and oral information, which reasonably should be understood to be confidential. Each of you and us will use commercially reasonable efforts, including appropriate technology and industry practices, to ensure the confidentiality, integrity, and security of all Confidential Information.
The above confidentiality obligations do not apply to information that: (a) was rightfully in such recipient’s possession or known to such recipient prior to receipt of such information; (b) is or has become public knowledge through no fault of the recipient; (c) is rightfully obtained by the recipient from a third party without breach of any confidentiality obligation; (d) is independently developed by employees or personnel of the recipient who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law, or valid court order (but only to the extent required to comply with such regulation, law, or order and, if permitted by applicable law, with advance notice to the disclosure).
Indemnification
To the extent allowed by law, you agree to indemnify and hold us, and if applicable, our licensors and affiliates and each of their officers, directors, employees, and agents harmless against any and all claims and expenses, including reasonable attorneys’ fees, arising from the use of the Services. This indemnification expressly includes your responsibility for any and all liability arising from the violation or infringement of copyrights, trademarks, or other proprietary rights and from the use of any libelous or unlawful material contained within your Data.
Termination
We reserve the right to suspend or terminate your use of the Website and the Services at any time (including by terminating any outstanding Order), without notice, if you are found in violation of these Terms.
Following any termination, OCULON will discontinue providing Services, and you will cease using Services. Within 30 days after the expiration or termination of any Order, you will pay to OCULON all outstanding undisputed fees due and owing as of the effective date of termination.
Limitations of Warranties
ALL SERVICES PROVIDED BY US HEREUNDER ARE STRICTLY ON AN “AS IS” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND MERCHANTABILITY, AND WE DO NOT MAKE ANY WARRANTIES, REPRESENTATIONS, OR COVENANTS WITH RESPECT TO ANY THIRD-PARTY CONTENT, EXPRESS OR IMPLIED.
Limitation of Liability
WE DISCLAIM ANY LIABILITY FOR DAMAGES CAUSED BY OUR SERVICES OR THE CONTENTS OF THIS WEBSITE, UNLESS DUE SOLELY TO OUR INTENTIONAL WRONGDOING. OUR AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF OR RELATED TO THE SERVICES OR WEBSITE SHALL NOT EXCEED THE FEES YOU HAVE PAID US IN THE 12-MONTH PERIOD UNDER THE APPLICABLE ORDER IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. OCULON SHALL ONLY BE RESPONSIBLE FOR DIRECT DAMAGES. IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE.
Entire Agreement
These Terms and any other relevant terms in an Order or in Service-Specific Terms constitute the entire agreement and understanding between you and us. If there is a conflict or contradiction between the provisions of these Terms and any Order, the Order will prevail. Any other terms, conditions, or policies from any other agreements, such as purchase orders, written communications, click-throughs, or oral communications, are null and void.
Assignment
You are not permitted to sublicense the Services or assign the license to third parties without our prior written permission.
Choice of Law and Forum
These Terms and any Order will be governed by the laws of the State of Utah and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be in the state and federal courts located in Utah, and both parties irrevocably consent to personal jurisdiction of such courts and waive all objections thereto.
Modifications to this Agreement
We may modify these Terms at any time by posting a revised version on this website (www. OCULON.com) or by sending a message to the email address associated with your account. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message, whichever is earlier. By continuing to use the Services after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check this website regularly for modifications to these Terms. We last modified the Terms on the date listed at the end of these Terms.
Severability
If any of these provisions is held invalid, illegal, or unenforceable, such provision will be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions will not be affected or impaired.
Waiver
Our failure to enforce strict performance of any provision hereof does not constitute a waiver of the right to subsequently enforce such provision.
Third Party Beneficiaries
Except for your indemnification obligations to the persons listed, these Terms create no rights for third-party beneficiaries.
Cumulative Remedies
Except as expressly set forth herein or in any Order, the rights and remedies provided hereunder are cumulative and are in addition to and not in substitution for any other rights and remedies available at law, in equity, or otherwise.
Construction
Unless the context requires otherwise, as used herein, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation,” (b) the word “or” is not exclusive, and (c) the words “herein,” “hereof,” “hereto,” and similar words refer to these Terms and any Orders entered into hereunder.
Export Controls and Economic Sanctions
You must comply with all applicable export laws and regulations, including the Export Administration Regulations (“EAR”) and trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). You warrant that you will not use the Services or Software in connection with any person, including yourself, that is (1) located in a country or region that is subject to comprehensive U.S. economic sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); or (2) a designated, denied, or otherwise restricted party, as specified under the laws and regulations identified above.
Disputes
Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You and we each waive any right to a jury trial.
United States Federal Government Agency: If you are a United States federal government agency, your use of the Services is subject to this amendment.
For more information, please Contact Us.
