PLEASE READ THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY, LOCATED AT PRIVACY POLICY CAREFULLY BEFORE USING THIS WEBSITE OR PURCHASING ANY PRODUCTS OR SERVICES FROM OSI. THESE TERMS AND CONDITIONS (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU AND OSI CONSULTING, INC. (“OSI” “WE” OR “US”) THAT SETS FORTH THE LEGAL TERMS AND CONDITIONS FOR YOUR ACCESS TO AND USE OF THE OSI CORPORATE WEBSITE AND ANY OTHER WEBSITE OWNED AND OPERATED BY OSI (THE “SITES”).

Your use of the Sites is expressly conditioned on your acceptance of the following terms and conditions. By using the Sites, you signify your assent to these terms and conditions. If you do not agree with any part of the following terms and conditions, you must not use the Sites or participate in any of their offerings or services (collectively, the “Offerings”). Additional terms and conditions may apply to other portions of the Sites. Where such additional terms apply, OSI will make them available for you and you agree to abide by such other terms and conditions.

1. MODIFICATIONS

OSI reserves the right, in its sole discretion, to modify, update, add to, discontinue, remove, revise or otherwise change any portion of this Agreement, in whole or in part, at any time. For changes to this Agreement that OSI considers to be material, it will place a notice on the Sites by revising the link on the homepage to read “Updated Terms and Conditions” for a reasonable amount of time. If you provide information to OSI or access or use the Sites in any way after this Agreement has been changed, you will be deemed to have read, understood and consented to and agreed to such changes. The most current version of this Agreement will be available on the Sites and will supersede all previous versions of this Agreement.

OSI also reserves the right to enhance, add to, modify or discontinue the Sites or any portion of the Sites at any time in its sole discretion. By accessing the Sites, you assume the risk that the information on the Sites may be changed or removed.

2. ACCESS

You must obtain access to the Internet and pay any service fees associated with such access to use the Sites. In addition, you must provide all equipment necessary for you to access the Internet. You are and will remain solely responsible for the purchase, hookup, installation, loading, operation and maintenance of any hardware, software, telephone (cable or other) service, and the Internet access service to your personal computer and for all related costs. You are solely responsible for scanning your hardware and software for computer viruses and other related problems before you use them. OSI expressly disclaims any liability or responsibility for any errors or failures relating to the malfunction or failure of your hardware or software in connection with the use of the Sites.

3. ELIGIBILITY

The Sites are general audience websites and OSI’s products and services are not designed for or targeted to children. Children under the age of eighteen (18) are prohibited from providing personal Information (as defined in the Privacy Policy) on the Sites. As a condition of your use of the Sites, you confirm and warrant that you have the right, authority and capacity to enter into this Agreement or, if you are under the age of majority in your jurisdiction of residence, you have obtained the consent of your parent or legal guardian to enter into this Agreement.

4. USE OF SITES

You agree that you will not upload, post, or otherwise distribute, or link to or from the Sites any content or material that:

  • is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person;
  • is bigoted, hateful, or racially or otherwise offensive;
  • is profane, violent, vulgar, obscene, pornographic, or otherwise sexually explicit;
  • otherwise harms or can reasonably be expected to harm any person or entity;
  • is libelous, slanderous, defamatory, or violates the law;
  • is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them;
  • infringes or violates any right of a third party including: (i) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (ii) right of privacy or publicity; or (iii) any confidentiality obligation;
  • contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Sites or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Sites including without limitation by attempting to access administrative areas of the Sites;
  • is antisocial, disruptive, or destructive, as determined in OSI’s sole discretion; or
  • violates this Agreement.

OSI cannot and does not assure that other users are or will be complying with the foregoing online rules of conduct or any other provisions of the Agreement, and, as between you and OSI, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

5. INTERNATIONAL USE OF SITES

The Sites are operated in the United States. Information contained on the Sites may not be appropriate or available for use in other locations, and access to the Sites from territories where the content of the Sites may be illegal is prohibited. If you choose to access the Sites or other Offerings from locations outside of the United States, you are responsible for compliance with local laws if, and to the extent that, such local laws are applicable.

Supply of products, services and software through the Sites is subject to U.S. export controls. By visiting and using the Sites, and acquiring any products, services or software through the Sites, you represent and warrant that (a) that you are not a national of, or resident within, any of the countries that are subject to trade embargo under these laws and regulations (currently, Cuba, Iran, North Korea, Sudan and Syria); (b) you are not listed on any of the United States government’s lists of prohibited and restricted parties; and (c) you do not intend to supply any products, services or software acquired through the Sites to a resident of those countries or a person listed on any of the U.S. government’s lists of prohibited and restricted parties.
OSI reserves the right, in its sole discretion, to limit the availability of the Sites or other Offerings to any person, geographic area or jurisdiction at any time.

6. TERMINATION

OSI may suspend or terminate your ability to use the Sites, or any portion of the Sites, for failure to comply with these Terms and Conditions, or as OSI deems necessary in its sole discretion to protect its business or intellectual property interests. OSI’s decision shall be final and binding. Upon termination of your access to the Sites, or upon demand by OSI, you must destroy all materials obtained from the Sites and all related documentation and all copies and installations thereof.

7. INFORMATION AND PRIVACY

If you provide information via the Sites, you agree to provide accurate, current and complete information where requested and you agree to maintain and update such information as appropriate. You will not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity.

By using the Sites, you agree that you have read the OSI Privacy Policy, the terms of which are incorporated herein. OSI will use and maintain personal information that it collects through the Sites in accordance with OSI’s Privacy Policy.

8. ELECTRONIC COMMUNICATIONS

If you are a customer or visitor to the Sites and you have provided OSI with your email address, you authorize OSI to periodically send you information and updates relating to OSI’s business, products, services, and other matters. You have the right to unsubscribe from these communications at any time. For contractual purposes, you consent to receiving communications from OSI by email.

9. OWNERSHIP

The Sites and all of the content it contains, or may in the future contain, including but not limited to articles, opinions, other text, directories, guides, photographs, illustrations, images, video and audio clips and advertising copy, as well as the trademarks, copyrights, logos, domain names, code, trade names, service marks, patents and any and all copyrightable material (including source and object code) and/or any other form of intellectual property (collectively, the “Material”) are owned by or licensed to OSI or other authorized third parties and are protected from unauthorized use, copying and dissemination by copyright, trademark, publicity and other laws and by international treaties. Unless expressly permitted in writing by OSI, you shall not capture, reproduce, perform, transfer, sell, license, modify, create derivative works from or based upon, republish, reverse engineer, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part any of the Material. Nothing contained in this Agreement or on the Sites should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Material in any manner without the prior written consent of OSI or such third party that may own the Material or intellectual property displayed on the Sites. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE MATERIAL IS STRICTLY PROHIBITED. Any use of the Material other than as permitted by this Agreement will constitute a violation of this Agreement. You agree not to use the Material for any unlawful purposes and not to violate OSI’s rights or the rights of others. OSI may add, change, discontinue, remove or suspend any of the Material at any time, without notice and without liability.

10. IDEA SUBMISSIONS

OSI is pleased to hear from users and welcomes your comments regarding OSI’s services and products. Nevertheless, OSI does not accept or consider creative suggestions, ideas, notes, photographs, drawings, concepts, text, content, advertisements, promotional materials, graphics, audios, messages, artwork, videos, audiovisual works, performances, or any other information or material (each, a “Submission” and collectively, the “Submissions”) submitted to it. While OSI values your feedback on its services and products, it requests that you be specific in your comments on those services and products, and that you not transmit any Submissions to OSI. It is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by OSI or its affiliates might seem to others to be similar to their own work.

If you send or post Submissions despite OSI’s request that you not send any unsolicited Submissions, the Submission will be treated as non-confidential and non-proprietary. Submissions shall not be subject to any obligation of confidence on the part of OSI, and it shall not be liable for any use or disclosure of any Submissions. Any Submission may be used by OSI without restriction for any purpose whatsoever, including, without limitation, reproduction, disclosure, transmission, publication, broadcast or posting, and you hereby irrevocably waive, release and give up any claim that any use of such Submission violates any of your rights, including, without limitation, copyrights, trademarks, moral rights, privacy rights, proprietary or other property rights, publicity rights, or right to credit for the Submission. OSI shall have and is irrevocably granted the right, but not the obligation, to reproduce, modify, adapt, publish, broadcast, license, perform, post, sell, translate, incorporate, create derivative works from, distribute and otherwise use the Submission in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, without according you any compensation or credit.

By submitting a Submission to the Sites or OSI, you represent that such Submission is original with you and does not violate or infringe upon the rights of any third parties, including, without limitation, any intellectual property rights and rights of publicity and/or privacy. All Submissions to the Sites and/or OSI shall be OSI’s sole property and will not be acknowledged or returned. You agree and understand that OSI is not obligated to use any Submission you make to the Sites or it and you have no right to compel such use. You hereby acknowledge and agree that your relationship with OSI is not a confidential, fiduciary, or other special relationship, and that your decision to submit any material to OSI does not place OSI in a position that is any different from the position held by members of the general public with regard to your Submission. You understand and acknowledge that OSI has wide access to ideas, stories, designs, and other materials, and that new ideas are constantly being submitted to OSI or being developed by OSI. Many ideas or stories may be competitive with, similar or identical to your Submission in theme, idea or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of OSI’s use of any such similar or identical material. Finally, you acknowledge that, with respect to any claim you may have relating to or arising out of an actual or alleged exploitation or use of any material you submit to the Sites and/or OSI, the damage, if any, thereby caused will not be irreparable or otherwise sufficient to entitle you to injunctive or other equitable relief or to in any way enjoin the production, distribution, exhibition or other exploitation of any production based on or allegedly based on the material.

11. COPYRIGHTS AND COPYRIGHT AGENT

OSI respects the intellectual property of others and asks users of the Sites to do the same. In accordance with the Digital Millennium Copyright Act, OSI has designated a Copyright Agent to receive notice of claims of copyright infringement on the Sites. OSI’s Copyright Agent may be reached at dmca@osius.com.

If you believe that any Community Content infringes the copyright in a work that is owned or controlled by you or if you believe that your work has been copied in a way that constitutes copyright infringement, please promptly provide OSI’s Copyright Agent the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by a single notification, a representative list of such works;
  • The exact URL or a description reasonably sufficient to permit OSI to locate where the alleged infringing material is located on the Sites;
  • Your name, address, telephone number and email address;
  • A 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 does not qualify as fair use;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are either the copyright owner or authorized to act on the copyright owner’s behalf.

Upon receipt of a notice complying with the DMCA, OSI will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing. However, it is often difficult to determine if someone’s intellectual property rights have been violated and OSI may request additional information before removing any allegedly infringing material. If a dispute develops as to the correct owner of the rights in question, OSI reserves the right to remove your content along with that of the alleged infringer pending resolution of the matter.

12. LINKS

The Sites may contain links to websites operated by parties other than OSI. Such links are provided for your reference only. OSI does not control such websites and is not responsible for their content. OSI makes no representation or warranty regarding any other websites or the contents or materials on such websites. The Sites’ inclusion of links to other websites does not imply OSI’s endorsement of the material on the websites or any association with their operators. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular service or resource.

13. NO WARRANTIES AND LIMITATION OF LIABILITY

You understand and agree that the Sites and all material and intellectual property contained on it are distributed “as is” “as available” “with all faults” and without any warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability, non-infringement or fitness for a particular purpose or those arising by statute or otherwise in law or from a course of dealing or usage of trade. Some jurisdictions do not permit the exclusion of implied warranties, so the above exclusion may not apply to you. You may have other rights which vary by jurisdiction.

You agree that OSI and its parents, affiliates, subsidiaries, licensors and assigns, and each of their respective employees, officers and directors (collectively, the “Released Parties”), are not liable to you for damages of any kind, whether based in tort, contract, strict liability or otherwise, including, without limitation, any direct, special, indirect, incidental, consequential or punitive damages arising or resulting in any way from or in connection with the Sites, the Offerings, the Material, or any errors or omissions in its technical operation or the Material, even if the Released Parties have been advised of the possibility of such damages, whether caused in whole or in part by negligence, acts of God, telecommunications failure, theft or destruction of, or unauthorized access to, the Sites or its related information. Notwithstanding any other provision in this Agreement, in no event and under no circumstances will the Released Parties be liable to you for any reason or any cause of action whatsoever in an amount greater than one hundred dollars ($100). Some jurisdictions do not allow the limitation or exclusion of certain warranties and conditions, and/or the disclaimer of some types of damages, so some of the above might not apply to you.

The Released Parties make no representation or warranty whatsoever regarding the completeness, accuracy, currency or adequacy of any information, facts, views, opinions, statements or recommendations contained on the Sites, in any Offerings and/or the Material. Reference to any product, process, publication or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by the Released Parties. Views and opinions of users of the Sites do not necessarily state or reflect those of the Released Parties. Users are responsible for seeking the advice of professionals, as appropriate, regarding the information, opinions, advice or content available at the Sites.

The Internet may be subject to breaches of security. The Released Parties are not responsible for any resulting damage to any user’s computer from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. The Released Parties make no representation or warranty whatsoever regarding the suitability, functionality, availability or operation of the Sites. The Sites may be temporarily unavailable due to maintenance or malfunction of computer equipment.

BY ACCESSING THE SITES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

14. INDEMNIFICATION

By using the Sites you agree to indemnify, defend and hold the Released Parties harmless from and against any third party claims, alleged claims, demands, causes of action, judgments, damages, losses, liabilities, and all costs and expenses of defense, including, without limitation, reasonable attorneys’ fees, arising out of or relating to: your breach of your representations, warranties, covenants or agreements hereunder; your violation of this Agreement or any law; your use of the Sites and/or the Material in violation of this Agreement; information or material posted or transmitted through your computer, even if not submitted by you, that infringes any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; any misrepresentation made by you; and/or OSI’s use of your information. You will cooperate as fully and as reasonably required in the Released Parties’ defense of any claim. OSI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such matter without OSI’s written consent.

15. SEVERABILITY

These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

16. CHOICE OF LAW AND VENUE

The laws of the United States, State of California apply to this Agreement (without regard to California’s conflict of law principles that would cause the application of any other jurisdiction’s laws) and will specifically not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable. Any dispute between you and OSI must be brought before state or federal courts located in Los Angeles County, California within ninety (90) days after the occurrence of the facts giving rise to the cause of action, otherwise the cause shall be forever barred. You hereby consent and submit to the exclusive personal jurisdiction and venue of the courts located in Los Angeles, California for any cause of action relating to or arising under this Agreement or the Sites.

17. NO WAIVER BY DELAY

You are still obligated to comply with this Agreement even if OSI does not insist upon or enforce strict performance of any provision of the Agreement. Similarly, if OSI delays in taking action against you for a violation of this Agreement, it does not prevent it from taking action against you at a later date.

18. ENTIRE AGREEMENT

These terms and conditions, together with those incorporated herein or referred to herein constitute the entire agreement between you and OSI relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on the Sites.

19. CONTACT US

If you have any questions, comments or concerns about the Sites, OSI’s products or services, or this Agreement, you may contact Us by emailing Us at info@osius.com or calling Us at (818) 992-2700.

Effective Date: April 21, 2017

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