OpenFinity Terms of Service
Last Updated: 4-10-2024
Supplemental terms, conditions, or documents that may be posted on our website, including our Privacy Policy, from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to append, revise, or modify these Terms of Service (these “Terms”) or any of the aforesaid supplemental documents at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised terms of service by your continued use of the site after the date such revised terms of service are posted.
​
Age Requirement.
You cannot use the Services (as defined below) unless you are at least 18 years of age. By using or accessing the Services, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have the right, authority and capacity to agree to, and abide by these Terms; and (c) you shall not use the Services or any rights granted hereunder for any unlawful purpose or any purpose which violates these Terms.
​
1. ACCEPTANCE OF TERMS.
Please read these Terms carefully. OpenFinity ("OpenFinity") is a trademark of Open Gramercy, LLC (together the "Company", "we", "us", or "our" except in any instance where the Terms expressly state otherwise) under the District of Columbia Uniform Limited Liability Company Act. These Terms are a binding agreement by and between the Company and (i) each member of, or applicant for membership in, the community operated by us (a “Community”), or (ii) any other visitor to this website and/or other authorized or unauthorized user of any of the Company’s Services, and each such person shall be referred to as “you”, “your”, “Member”, or “User”.
​
BY ACCESSING OUR WEBSITE OR ANY OF OUR SERVICES, INCLUDING, BUT NOT LIMITED TO, SUBMITTING AN APPLICATION TO BECOME A MEMBER OF THE COMMUNITY (A “MEMBER”), BY USING YOUR COMMUNITY MEMBERSHIP OR ANY OF THE BENEFITS OF YOUR MEMBERSHIP (COLLECTIVELY, YOUR “MEMBERSHIP”), YOU (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS, CONDITIONS AND NOTICES CONTAINED IN THESE TERMS JUST AS IF YOU HAD SIGNED THESE TERMS.
​
PLEASE NOTE THAT THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS ONLY, I.E., CASE CONSOLIDATIONS AND CLASS-ACTIONS ARE NOT PERMITTED IN ORDER TO RESOLVE DISPUTES.
​
YOU AGREE THAT IF YOU WANT TO SUE US, YOU MUST FILE YOUR LAWSUIT WITHIN ONE YEAR AFTER THE EVENT THAT GAVE RISE TO YOUR LAWSUIT. OTHERWISE, YOUR LAWSUIT WILL BE PERMANENTLY BARRED.
​
2. THESE TERMS OF SERVICE.
-
2.1. What Is Governed by These Terms. These Terms set forth the terms and conditions governing your access to and use of the Platform, your Membership, and your access to, participation in, and use of or other dealing with, the Company’s services, Events, and the Company Materials (as defined below) (collectively, the “Services”).
-
2.2. Additional Terms. Your use of some components, portions or features of the Services may be subject to additional terms and conditions as specified by us from time to time. Such additional terms and conditions shall be deemed incorporated in their entirety into these Terms by reference. This includes any additional terms and conditions with regard to specific Membership benefits, features or limitations that may be described through the Platform. In the event of a conflict between any such additional terms and conditions, or other any agreement between you and the Company, and any provision in these Terms, such additional terms or other agreement shall govern, but only with respect to the portion of the Platform to which such additional terms or other agreement applies.
-
2.3. Using the Services on Behalf of a Legal Entity. In the event you are taking any action or engaging in any conduct governed by these Terms at the direction of or on behalf of a legal entity (including using any of the Services through any sort of account created by and/or for such legal entity), “you” will refer to both you as the individual engaging in that action or action and the particular legal entity you are acting at the direction of or on behalf of.
-
2.4. Privacy Policy. The Company shall treat any Personal Information (as that term is defined in the Company’s Privacy Policy) that it obtains about or from you, whether through the Platform or otherwise, in accordance with the Company’s Privacy Policy and, for the avoidance of doubt, our Privacy Policy shall be deemed to be fully incorporated by reference into these Terms.
-
2.5. License; Right to Become a Member or to Use the Services.
-
2.5.1. These Terms provide you with a personal, revocable, non-exclusive, non-assignable, non-transferable, limited and temporary license to access and use the Services. We shall be entitled to terminate, restrict, or suspend this license granted to you with immediate effect and without notice, including but not limited to terminating your access privileges temporarily or permanently, or otherwise limiting or restricting your ability to access or use the Services, for any reason or no reason, as determined by in our sole discretion.
-
2.5.2. The Company may, in our sole discretion, refuse to offer Membership or access or use of the Services to any Person and we may likewise change our eligibility criteria for Membership at any time.
-
2.5.3. If you are under the age of 18, you may not, under any circumstances or for any reason, become a Member or use any part of the Services, whether for your own use or on behalf of a legal entity.
-
2.5.4. FOR THE AVOIDANCE OF DOUBT, THE COMPANY RETAINS THE RIGHT IN ITS SOLE DISCRETION TO DENY USE OR ACCESS TO ANYONE TO ALL OR ANY PART OF THE SERVICES AT ANY TIME AND FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, FOR VIOLATION OF THESE TERMS.
-
​​
3. AUTHORIZATION; RESTRICTIONS ON USE.
-
3.1. Authorization to Use the Services, the Company Materials, and the Platform. The Company hereby provides you with a limited, non-transferable, non-sublicensable royalty-free authorization to access and use the Services, including accessing and using the Platform and the Company Materials, provided that any such access and/or use is in complete compliance with these Terms.
-
3.2. Intellectual Property Rights. The Company and its suppliers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Service and Content which is included in the Service (other than User Content). If you give feedback on the Service, for example recommendations for improvements or features, implementation of that feedback is owned by us and may become part of the Service without compensation to you. We reserve all rights in and to the Service unless we expressly state otherwise. The Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
​All brand, product and service names used in the Service which identify the Company or our suppliers and our or their proprietary products and services are the trademarks or service marks of the Company or our suppliers. Nothing in this Service shall be deemed to confer on any person any license or right on the part of the Company or such supplier with respect to any such image, logo or name.​ -
3.3. Services Are for Personal Use Only; Restrictions on Use. The Services are intended solely for your personal, non-commercial use. You must not access or use, nor allow any other individual or entity to access, use, or interact with the Services or any components thereof (including the Platform and any Company Materials), except as explicitly allowed by these Terms. You are prohibited from, unless explicitly permitted by these Terms or otherwise authorized in writing by the Company: (i) Copying, modifying, or creating derivative works or improvements of the Services or any part thereof (including the Platform and any Company Materials); (ii) Renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making available the Services to any third party, including through the internet, or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (iii) Reverse engineering, disassembling, decompiling, decoding, adapting, or otherwise attempting to derive or gain access to the source code of the Platform, in whole or in part; (iv) Circumventing or breaching any security device or protection used by the Platform, or accessing or using the Services or any parts thereof other than by using a legitimate user name, identification number, password, license, or security key, security token, PIN, or other security code, method, technology, or device intended to confirm a user’s identity and authorization; (v) Knowingly inputting, uploading, transmitting, or otherwise providing to or through the Platform any information or materials that are unlawful or harmful, or contain, transmit, or activate any harmful code such as viruses; (vi) Accessing or using the Services or any parts thereof (including the Platform and any Company Materials) in a manner that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of the Company or any third party, or that violates any applicable law; (vii) post or contribute inappropriate, inaccurate, false, or misleading content to our Services (as determined by us in our sole discretion); (viii) post content that falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present; (ix) harass, stalk or intimidate other Users; manipulate or exclude identifiers in order to disguise the origin of any Content; (x) disrupt the networks connected to our Services, including but not limited to by: attempting to probe, scan or test the vulnerability of our Services, attempting to breach security or authentication measures without proper authorization, or attempting to interfere with our Services or a User, by means such as overloading, ‘flooding’, ‘mailbombing’ or ‘crashing.’; and (xi) collect content, personally identifying information, and/or other information from our Services, or otherwise access our Services, by using any automated means, including but not limited to, ‘robots’, ‘spiders’, ‘scrapers’ and ‘offline readers’, without our prior written approval which we may withhold in our discretion.
-
3.4 Responsibility for Users; Unauthorized Use. You are solely and fully responsible and liable for any and all activities done through or in connection with any login credentials or passwords associated with your Membership or other access or use of the Services, whether or not done by you or a third party, whether with your permission and/or knowledge or not. For the avoidance of doubt, this includes any and all use or other interactions with the Platform or any Company Materials by any Person acting at your direction or on your behalf in each case as if such Person was your own employee.
​​
4. MEMBERSHIP; MEMBERSHIP FEES.
-
4.1. Services Are Only For Members. Except where the Company has expressly stated that a particular Service is available to non-Members, any use or access to the Services other than access to any part of the Platform or any Company Materials is limited to Members in good standing only.
-
4.2. Your Membership Application and Other Information Related to your Membership.
-
4.2.1. You hereby represent, warrant, and covenant that any and all information that you have included in your Membership application or that you have otherwise previously or will in the future provide to the Company at any time was at the time of disclosure, and remains currently, true, correct, and without any material omission, and you covenant to update that information in the event that it is no longer entirely true, correct and complete. You can always update any information you have included in your Membership application by accessing your account information using the Platform.
-
4.2.2. You acknowledge and agree that any login credentials and passwords associated with your Membership, or you otherwise have in connection with any of the Services are for your use only. No other Person is permitted to use any of your login credentials or passwords to access or use any of the Services for any reason. You are responsible for maintaining the confidentiality of your personal Membership-related information and other Services-related information, including any login credentials and passwords associated with your Membership and or your access to and use of the Services.
-
-
4.3. Term of Membership; Cancelling Your Membership.
-
4.3.1. Your Membership, and your rights and obligations as a Member, shall continue until your Membership expires or is terminated by either yourself or the Company.
-
4.3.2. You may cancel your Membership at any time by emailing the Company at membership@openfinity.org with seven (7) days’ notice of your Membership renewal and agree to an exit interview. Unless you tell us otherwise, the cancellation will go into effect as soon as it is processed. However, cancelling your membership does not relieve you from your payment obligation per section 4.4 of the Agreement. If you cancel your Membership, we will not make any further automatic charges to your Payment Card (defined below) past your current 12-month period. For the avoidance of doubt, the Company does not offer any refunds or credits if your Membership is canceled for any reason.
-
-
4.4. Membership Fees and Billing.
-
4.4.1. A Member’s Membership fee (“Membership Fee”) shall initially be the amount that was selected by you when you chose the Membership Plan Level (“Membership Plan”) to join the Community. THE COMPANY RESERVES THE RIGHT TO MODIFY YOUR MEMBERSHIP FEE (BY RAISING, LOWERING, OR OTHERWISE MODIFYING YOUR MEMBERSHIP FEE) AS IT SEES FIT IN ITS SOLE DISCRETION BUT ONLY AT THE TIME OF RENEWAL OF YOUR CURRENT MEMBERSHIP by directly notifying you at least seven (7) days prior to the anniversary date of your Membership, or by announcing a modification of Membership Fees through the Platform. No other notice to you is required for any such modification.
-
4.4.2. The Membership Fee for your Membership will be automatically billed to the specific credit card, debit card or other payment card you have provided for this purpose (your “Payment Card”). BY SUBMITTING AN APPLICATION FOR MEMBERSHIP AND PROVIDING YOUR BILLING INFORMATION, YOU AUTHORIZE THE COMPANY TO AUTOMATICALLY RENEW YOUR MEMBERSHIP AND AUTOMATICALLY CHARGE YOUR PAYMENT CARD THE APPLICABLE MEMBERSHIP FEE ON AN ANNUAL OR MONTHLY BASIS UNTIL YOU CANCEL. Your Payment Card will continue to be automatically charged the applicable Membership Fees unless and until your Membership has ended in accordance with Section 4.3.
-
4.4.3. All Membership Plans are for a 12-month membership period.
-
4.4.4. If you choose the monthly Membership payment plan, you are committing to pay the monthly plan for a 12-month period starting from the first payment. Your monthly Membership Fee will be automatically charged to your Payment Card on the day of checkout to officially start your Membership. Your Payment Card will then be automatically charged on each subsequent monthly anniversary of that first automatic charge date as long as you are still a Member at such time and for a 12-month period, even if you cancel your Membership during your current 12-month period.
-
4.4.5. If you choose the annual Membership payment plan, your annual Membership Fee will be automatically charged to your Payment Card on the day of checkout to officially start your Membership. Your Payment Card will then be automatically charged on each subsequent annual anniversary of that first automatic charge date as long as you are still a Member at such time.
-
4.4.6. No refund of billed Membership Fees will be provided even if your Membership is terminated in the middle, rather than at the end, of a calendar month (if you have a monthly payment plan) or during the middle of a Membership year (if you have an annual payment plan). This rule applies regardless of whether your Membership was terminated by you or by the Company or why it was terminated.
-
4.4.7. You may upgrade from a Free Membership Plan to a higher Membership Plan at any time by paying the fee for Membership Plan selected. Your Membership Plan will then restart for a new 12-month period, starting from your first payment at check-out.
-
4.4.8. You may upgrade from a non-free Membership Plan to a higher non-free Membership Plan, or downgrade from a non-free Membership Plan to a lower Membership Plan, only at the time of renewal of your current Membership at the end of your current 12-month perdiod by emailing the Company at membership@openfinity.org with seven (7) days’ notice of your Membership renewal.
-
4.4.9. IF YOU RECEIVED A PROMOTIONAL MEMBERSHIP FEE, COMPANY WILL AUTOMATICALLY RENEW YOUR MEMBERSHIP AND CHARGE YOUR PAYMENT CARD AT THE STANDARD (I.E., NON-PROMOTIONAL) MEMBERSHIP FEE UPON EXPIRATION OF THE PROMOTIONAL PERIOD.
-
-
4.5. Billing Information; Payment Processor.
-
4.5.1. In order to pay for your Membership Fees, you will be required to supply your Payment Card number and expiration date, your billing address, and other relevant billing information (“Billing Information”). You agree to provide accurate and up-to-date Billing Information at such time and to keep your Billing Information accurate and up-to-date in the event there are any changes.
-
4.5.2. Your Billing Information will be handled by one or more third-party payment processors that we have contracted with, not by the Company itself. You should be aware that online payment transactions are subject to validation checks by our payment processor and your Payment Card issuer and we are not responsible if your Payment Card issuer declines to authorize payment for any reason. For your protection, our payment processor uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Please note that it is possible that your Payment Card issuer may charge you an online handling fee or processing fee. We are not responsible for this fee. In some jurisdictions, our payment processor may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services. For more information about how we use your Billing Information, including how we may share it with third-party payment processors and vendors, please review the Privacy Policy.
-
-
4.6. Taxes. All Membership Fees and other amounts payable by you hereunder are exclusive of all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, any credit card, debit card or payment-related fees, or similar assessments, charges or fees. You shall be solely responsible for all such amounts other than taxes imposed on the Company’s income, profits or net worth.
-
4.7. Failure To Timely Pay Membership Fees. If you fail to pay your Membership Fees in full when due then, in addition to all other remedies that may be available to the Company:
-
4.7.1. The Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; and
-
4.7.2. The Company may without notice suspend your right and/or ability to access and/or use any or all of the Services until all past due amounts and interest thereon have been paid. The Company shall have no obligation or liability to you or any other Person by reason of any such suspension.
-
-
4.8. Collections. You acknowledge you shall be solely responsible and will pay on demand all costs of collection, including all reasonable attorneys’ fees, incurred by the Company in enforcing any of your payment obligations hereunder.
-
4.9. Changes to Memberships. The Company reserves the right to modify or discontinue any type of Membership, any required Membership Fees, benefits, features and limitations at any time, at its sole discretion, by notifying a Member directly about any such modification or discontinuance or by announcing such modification or discontinuance through the Platform (each, a “Membership Change”). If you have already paid for a Membership when a Membership Change affecting your Membership Fees is made, any change in Membership Fees will go into effect for you at the next renewal of your Membership (provided that we may impose such a Membership Change sooner upon written notice to you in extraordinary circumstances). All other Membership Changes shall be effective upon notification to you in accordance this Section. IF YOU DO NOT AGREE TO ANY MEMBERSHIP CHANGE, YOUR SOLE REMEDY IS TO CANCEL YOUR MEMBERSHIP AND TO IMMEDIATELY DISCONTINUE ANY ACCESS TO OR USE OF ANY OF THE SERVICES OR SELECT THE FREE MEMBERSHIP PLAN IF IT STILL EXIST.
5. CODE OF CONDUCT; EVENTS; INTERACTIVE FEATURES; MEMBER CONTRIBUTIONS.
-
5.1. Code of Conduct. You agree that your involvement in all Events, all other aspects of the Company’s Communities, and all Member Contributions (defined below) that you may make shall comply with the Company’s Code of Conduct.
-
5.2. Interactive Features. The Services may include message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, interactive instant messaging channels or groups, interactive real-time audio and/or video conversation platforms, and other interactive features that allow Members to post, submit, publish, display, or transmit to other Members or other Persons (hereinafter, “post”) content or materials on or through the Platform. For the avoidance of doubt, any such interactive features shall be deemed part of the Platform.
o 5.2.1. User Interaction. CERTAIN ASPECTS OF OUR SERVICE MAY CREATE A FORUM OR VENUE TO CONNECT USERS. USERS ARE NOT OUR EMPLOYEES, INDEPENDENT CONTRACTORS, OR AGENTS. WITH THAT IN MIND, YOU UNDERSTAND AND AGREE THAT WE: (i) do not employ, recommend or endorse any Users and have no control over the acts or omissions of any other User in any way using or having used the Services, on or off our Website; (ii) are not responsible for any User’s compliance or non-compliance with applicable laws in connection with any interactions such User may engage in with another User; (iii) make no representations or warranties about the quality or legality of the interaction or potential services (if any) offered by a User to another User; (iv) are not responsible for the performance or conduct of any User or other third parties in any way using or having used the Services, on or off the Platform; and (v) while we may choose to moderate or facilitate resolutions to disputes between Users, we are under no obligation to become involved in any dispute between Users.
o 5.2.2. We are under no obligation to screen Users or conduct any kind of identity or criminal records checks. As such, Users should exercise caution and perform their own screening before meeting another User in person or traveling to a location in response to Member Contributions, communications or otherwise. We expressly disclaim, and you expressly release us from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm and/or damages arising from and/or in any way related to the Services or your interactions or dealings with other Users, including but not limited to any acts and/or omissions of Users in any way using or having used the Services, on or off our Platform. By using the Services, you acknowledge that you are solely responsible for such use and the connections you make and that ALL USE OF OUR SERVICES IS AT YOUR SOLE RISK.
-
5.3 Events; Additional Terms and Conditions for Events. The Services may include various types of Events, each differing in duration, tone, and expected level of participation. By participating in any Event, you agree to the following terms and conditions as lawful consideration for being allowed by the Company to engage in the Event:
o 5.3.1 Event Recording Consent. You agree that your participation in any Event may be recorded in various formats, including audio, video, digital, or others ("Event Recording"), by the Company or under its direction. You irrevocably grant the Company and its affiliates, successors, licensees, and assigns ("Authorized Persons") the rights to use, modify, distribute, and publicly display the Event Recording, including your name, image, likeness, and voice, in all media, worldwide, in perpetuity, without any further consent or compensation, except as explicitly stated in these Terms.
o 5.3.2 Personal Information Usage. You irrevocably permit and authorize the Company and Authorized Persons to use your personal details such as name, likeness, voice, and biographical information in connection with any Event Recording, worldwide and in perpetuity, in any media, without further consent or compensation.
o 5.3.3 Ownership and Intellectual Property. You agree that the Company will own all rights, titles, and interests in any Event Recording and anything derived from an Event Recording, including all intellectual property rights, perpetually and universally. If any part of the Event Recording does not qualify as a work made for hire, you agree to transfer all rights, titles, and interests to the Company irrevocably and universally. Notwithstanding the foregoing, any of a User’s pre-existing intellectual property that is incorporated into an Event Recording shall remain the intellectual property of the User, but the User hereby grants the Company a perpetual, nonexclusive, worldwide, royalty-free license to (in any media now known or not currently known or invented) link to, utilize, use, copy, exploit, and prepare derivative works of such intellectual property.
o 5.3.4 Use and Editing of Event Recordings. The Company is under no obligation to utilize any Event Recording and may edit or alter such recordings without your approval. You acknowledge that the Company is not liable for any editing or alteration effects or any distortions. Any credit or acknowledgment in connection with an Event Recording is at the Company’s sole discretion.
o 5.3.5 Waiver of Claims. To the fullest extent permitted by law, you waive all rights related to any claims from the use of an Event Recording by Authorized Persons, regardless of whether such claims arise from negligence. You also agree not to bring any claims against Authorized Persons and release them from all liability under such claims.
o 5.3.6 Representations and Warranties. You warrant that your participation in any Event and the subsequent use of the Event Recording by Authorized Persons does not violate any third-party rights, nor does it breach any agreements or require any third-party consents or payments.
• 5.4. Definition of “Member Contribution.” “Member Contribution” means anything that you express or do (or omit to express or do) in connection with any Community or otherwise connection with any other Member or other Person accessing or using any of the Services. Your “Membership Contributions” also include your actions (i.e. anything you say, do, submit, upload, link to, transmit, communicate, transfer, post, publish or broadcast through our Platform or our Services that is not reasonably understood to be private or confidential) at any Event or any content or materials you contribute to the Platform or the Services.
• 5.5. Status of Member Contributions. You acknowledge and agree that, as between you and the Company, your Member Contributions shall be considered non-confidential and non-proprietary. Subject to our Privacy Policy, by making any Member Contribution, you grant us, our licensees and service providers and other vendors, and each of our and their respective licensees, successors, and assigns, a nonexclusive, worldwide, royalty-free license (in any media now known or not currently known or invented) to use, reproduce, modify, perform, display, distribute, link to, utilize, use, copy, exploit, prepare derivative works, and otherwise disclose to third parties any such material for any purpose.
o 5.5.1. You own or control all rights in and to all your Member Contributions and have the right to grant the license set forth above to us, our licensees, and our service providers or other vendors, and each of our and their respective licensees, successors, and assigns;
o 5.5.2. All of your Member Contributions do and will comply with these Terms (including the Code of Conduct); and,
o 5.5.3. You understand and acknowledge that you are responsible for all your Member Contributions, and you, not the Company, have full responsibility for any such Member Contribution, including its legality, reliability, accuracy, and appropriateness.
• 5.6. Enforcement of Terms Regarding Member Contributions. Company has the right to:
o 5.6.1. Remove from or refuse to post to the Platform any Member Contributions for any or no reason in our sole discretion;
o 5.6.2. Take any action with respect to any Member Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such Member Contribution violates the Terms, including the Code of Conduct, infringes any Intellectual Property Rights or other rights of any Person, threatens the personal safety of another Member, user of the Services or other Person, or could create any liability for the Company; and,
o 5.6.3. Disclose your identity or other information about you to any third party who claims that any Member Contribution made or posted by you violates their rights, including their Intellectual Property Rights or their right to privacy.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone making or posting any Member Contribution. YOU WAIVE AND HOLD HARMLESS THE COMPANY, ITS PERSONNEL, LICENSEES, SERVICE PROVIDERS AND OTHER VENDORS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY ANY SUCH PARTY, ANY LAW ENFORCEMENT AGENCY OR OTHER GOVERNMENTAL AUTHORITY.
• 5.7. No Prior Review of Member Contributions; No Liability. The Company does not undertake to review Member Contributions before they are made (whether at an Event or posted on or through any part of the Platform) and cannot ensure prompt removal of any objectionable Member Contribution after it has been made or posted. Accordingly, we assume no liability for any action or inaction regarding any Member Contributions, any violation of the Code of Conduct, or any other transmissions, communications, or content provided by any Member, other user or any third party. We have no liability or responsibility to anyone for the performance or nonperformance of the activities described in this Section by you or any by other Member.
• 5.8. Copyright Infringement. If you believe that any Member Contribution violates your copyright, please send us a notice of copyright infringement at legal@openfinity.org. It is the policy of the Company to terminate the Memberships and other rights to access and use the Services of repeat infringers.
• 5.9. No Reliance on Information and Materials Shared with you.
o 5.9.1. You acknowledge and agree that, except where the Company expressly states otherwise, any information or materials, including any Company Materials, any Member Contributions made or posted by any other Members or any content provided by another third party, that is presented or shared with you on or through the Services, or otherwise in connection with any Company activities is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of any such information or materials. Any reliance you place on such information or materials is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you, any other Member or any other Person using or accessing any part of the Services, or by anyone who may be informed of any of their contents.
o 5.9.2. In addition to the Member Contributions, the Services may include content provided by other third parties, including materials provided by other users, bloggers, journalists, subject-area experts, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and opinions expressed in any such materials, and all Member Contributions, other articles and responses to questions and other content, other than content or responses authored by or at the direction of the Company itself, are solely the opinions and the responsibility of the Person providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third party.
• 5.10. Linking to the Platform. You may link to our homepage provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
​
6. THIRD-PARTY PLATFORMS AND SERVICES.
• 6.1.1. The Company may use certain third-party websites, services or other resources on the Internet to help provide certain Services (for example, a third-party service that allows for online video conversations between Members). In other instances, the Company may provide links to third-party websites, services or other resources including our partners and social media networks. Collectively, these third-party websites, services, and other resources are referred to in these Terms as “External Platforms”.
• 6.1.2. Any link to any External Platform or any arrangements between the Company and an External Platform to help make certain Services available to you are provided solely as a convenience to you and not as an endorsement by the Company of any content on such External Platform that is not solely provided by or at the direction of the Company. We are not responsible for the content of any linked External Platforms and do not make any representations regarding the content or accuracy of any materials on such External Platforms except those that are solely provided by or at the direction of the Company. You should take precautions when downloading files from or otherwise accessing an External Platform to protect your computer and other digital devices from Viruses. If you decide to access any External Platform, including in connection with accessing or using any Services, you do so at your own risk. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, technology, goods, products or services available on or through any External Platforms, whether or not that use or reliance is related to your accessing or using any Services.
• 6.1.3. In the event that you use any External Platform to access or use any of the Services, you agree to follow all terms, conditions, and notices applicable to accessing or using such External Platform. If you are not willing to accept all of an External Platform’s terms and conditions, you are not permitted to use that External Platform to access or use any of the Services.
7. MAINTENANCE AND AVAILABILITY OF THE SERVICES. The Company may take offline or otherwise make unavailable the Services (including any part of the Platform or any Company Materials) or any portion thereof because of any scheduled or emergency maintenance, events of force majeure, malicious attacks on the Platform, issues associated with your computing devices, local area networks or internet service provider connections, internal organizational matters or for any other reasons.
8. MODIFICATIONS TO THE SERVICES. The Company reserves the right to add, remove, amend, modify and/or update any part of the Services, including the Platform and the Company Materials, or any component, feature or selection thereof at any time as it sees fit in its sole discretion. The Company also reserves the right to charge a separate or additional fee or charge for any part of the Services that was previously provided free of any additional charge at any time.
9. ANONYMIZED INFORMATION. Subject to the terms of our Privacy Policy, the Company may compile and use anonymized, aggregated data generated by your accessing and/or use of the Services or any part thereof for purposes of improving the Services or for any other purposes as the Company determines appropriate, but only if such information does not identify such data as originating from you (such anonymized, aggregated data, “Anonymized Data”). For the avoidance of doubt, the Company shall be the sole owner of, and hold all right, title, and interest to, any and all Anonymized Data and you shall have no such ownership, right, title or interest.
10. FEEDBACK. You may, from time to time and in its sole discretion, make suggestions for changes, modifications or improvements to the Company regarding all or part of the Services or any other matter or subject related thereto (“Feedback”). All Feedback shall be owned solely by the Company (including all Intellectual Property Rights therein and thereto) and, if provided in a private or confidential setting or context, shall also be the Company’s Confidential Information. You shall and hereby do make all assignments necessary for the Company to achieve such ownership.
11. YOUR OBLIGATIONS WITH REGARDS TO THE PLATFORM. You shall be solely responsible for (a) obtaining and maintaining all computer hardware, software, and communications equipment you need to access the Platform including any Interactive Features and any Company Materials provided on or through the Platform, (b) paying all third-party access, usage or service charges or fees incurred while accessing the Platform, and (c) implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against Viruses. You shall (i) abide by all Applicable Laws in connection with these Terms and the Platform, (ii) use the Platform or any portion thereof only for those legal purposes permitted herein, and (iii) comply with all regulations, policies, and procedures of any networks and telecommunications providers involved in accessing or using the Platform.
12. CONFIDENTIALITY. “Confidential Information” includes any private or confidential information about the Company, the Services or any part thereof, the Company’s past, present or future business, operations, products, services, partners, Personnel, vendors, customers or technology, and any agreement, arrangement or understanding that the Company and you are both parties to. To the extent that you receive or otherwise obtain any Confidential Information, you shall hold that Confidential Information in confidence, not share or transfer it to any other Person, and use it only as expressly permitted by the Company. For the avoidance of doubt, any information that the Company shares generally with, or with a large group of, its Members shall be deemed not to be Confidential Information. At any time the Company so requests, or automatically and immediately in the event that your Membership and/or any other rights you may have to access or use the Services are terminated, you shall return (if tangible copies) or permanently delete or destroy (if digital or otherwise intangible copies) all copies of any Confidential Information you possess or otherwise have control of.
13. REPRESENTATIONS AND WARRANTIES. You represent and warrant that the following is accurate and true as of the date on which you apply for a Membership or, if you have not applied for Membership, the date on which you first use or access any of the Services, and you covenant that the following will remain accurate and true during the entire time you, or others at your direction or on your behalf, access or use any of the Services: (a) you are a natural Person with legal capacity over 18 years of age or you are legal entity properly incorporated, formed or organized (as the case may be) and existing under the laws of the jurisdictions of its incorporation, formation or organization; (b) you have the authority and capacity to enter into the agreement constituted by these Terms; (c) these Terms constitute a legal, valid, and binding obligation, enforceable against you according to its terms; (e) you are not under any restriction or obligation that it would be reasonable to conclude may affect your performance of your obligations under these Terms; and (f) your entry into the agreement constituted by these Terms and your performance of your obligations under these Terms will not breach or result in a default under (i) if you are a legal entity, your charter, articles, bylaws, limited liability company agreement or any other governing document or agreement to which you are subject, (ii) any Applicable Law to which you are subject, or (iii) any agreement to which you are a party or by which you are bound.
14. TERMINATION AND EXPIRATION.
• 14.1.1. The Company may, in our sole discretion, change, suspend or terminate all or any part of your Membership, your right to use or access all or any part of the Services (including all or any portion of the Platform or the Company Materials), at any time and without prior notice or liability, if you breach these Terms or if the Company is unable to continue to offer all or any part of the Services. In the event you cancel your Membership, or it is otherwise terminated, regardless of reason, you shall immediately and completely cease any and all accessing or use of the Services.
• 14.1.2. Notwithstanding the termination, for any or no reason, of your Membership, the agreement formed between the Parties by these Terms, and/or any other rights you may have to access or use the Services, you acknowledge and agree that any other terms that by their nature are intended to survive the termination of your Membership, the agreement formed between the Parties by these Terms and/or any other rights you may have to access or use the Services, shall survive such termination.
15. INDEMNIFICATION. You shall indemnify, defend and hold harmless the Company and its Personnel (each such Person, an “Indemnitee”) from and against any and all Claims arising from, related to or otherwise occurring in connection with any actual or alleged (a) violation of these Terms by you, (b) a violation, infringement or misappropriation of any third party’s Intellectual Property Rights, proprietary rights, privacy or personality rights or other rights by you, or (c) gross negligence or willful misconduct by you. For the avoidance of doubt, the remedies set forth in this Section are in addition to, not instead of, any other remedies available to an Indemnitee pursuant to these Terms or otherwise available to an Indemnitee under Applicable Law. The Company reserves the right to assume the exclusive defense and control (at your sole expense) of any matter that is subject to indemnification under this Section. In such case, you agree to cooperate (at your sole expense) with any reasonable requests assisting our defense of such matter.
16. DISCLAIMERS; LIMITATIONS OF LIABILITY.
• 16.1. Disclaimer of Warranties. THE COMPANY AND ITS PERSONNEL MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ERROR-FREE FUNCTIONING, VIRUS-FREE STATUS OR ACCURACY OF THE SERVICES, INCLUDING ANY EVENT, THE PLATFORM, THE COMPANY MATERIALS, OR ANY COMPONENT, FEATURE OR PORTION THEREOF OR ANY INFORMATION OR DATA MADE AVAILABLE FROM ANY OF THEM FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, ANY PORTION THEREOF, AND ANY INFORMATION, DATA OR MATERIALS (INCLUDING BUT NOT LIMITED TO THE COMPANY MATERIALS) MADE AVAILABLE FROM, ON OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL EVENTS, THE PLATFORM, AND THE COMPANY MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE EXTENT THAT THE COMPANY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
All Posts and Content on our Services and Platform are provided to you ‘AS IS’, ‘AS AVAILABLE’ and ‘WITH ALL FAULTS’. We provide the Services and the Platform for informational purposes only and any statements made by us are opinions only. We expressly disclaim all liability related to the accuracy or reliability of any opinion, advice, or content on the Services or Platform or reliance on any opinion, advice, or content on our Services or Platform. OUR SERVICES and Platform ARE NOT TO BE CONSTRUED AS LEGAL, EMPLOYMENT, ACCOUNTING, TAX, OR OTHER PROFESSIONAL ADVICE. OUR SERVICES ARE A RESOURCE ONLY. We are not attorneys, paralegals, accountants, or tax specialists, or any other sort of licensed professional. As such, we expressly disclaim all liability related to the accuracy or reliability of any opinion, guidance, or content transmitted by us or available through our Services or Platform or reliance on any of the aforementioned. We will do our best to provide top-quality services to you. However, the content published through the Services or Platform may also include inaccuracies or typographical errors. Although we strive for accuracy and completeness, we do not warrant or represent that the content available through our Services is complete or up to date.
• 16.2. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS PERSONNEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY PART THEREOF, INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. IN THE EVENT THAT THE COMPANY OR ANY OF ITS PERSONNEL ARE DETERMINED TO HAVE ANY LIABILITY HEREUNDER, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF THE COMPANY OR ITS PERSONNEL WILL BE LIMITED TO THE LESSER OF TEN THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO THE COMPANY (FOR EXAMPLE, YOUR MEMBERSHIP FEES) IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, THE COMPANY WOULD NOT PROVIDE YOU WITH MEMBERSHIP OR MAKE AVAILABLE ANY OF THE SERVICES TO YOU.
• 16.3. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF THE COMPANY AND ITS PERSONNEL SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTHING IN THESE TERMS SHALL AFFECT ANY LEGAL RIGHTS AND REMEDIES YOU HAVE UNDER ANY LOCAL LAW.
17. AMENDMENTS AND UPDATES. These Terms may be amended, modified, updated or terminated at any time by the Company, provided that the Company notifies you in advance of any material amendment, modification or update by posting an amended version of the Terms through the Platform (and the date of such posting shall be deemed the date of notification) or by notifying you of such change(s) in accordance with the notification provision included in these Terms. Any such amendment, modification or update shall go into effect on the tenth (10th) business day following the date of such notification (a “Terms Amendment Date”). Any use or accessing of the Services or any part thereof on or following the applicable Terms Amendment Date, except solely to the extent that may be required by you to terminate your Membership, shall be deemed to constitute your acceptance of such amendment, modification or update to these Terms.
​
18. MISCELLANEOUS.
-
18.1. Entire Agreement and Severability. Unless you and the Company expressly agree otherwise in writing, these Terms constitute the entire agreement between you and the Company with respect to the subject matter hereof and any transactions contemplated herein and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the same. If any provision of these Terms is found to be unenforceable or invalid by a court or arbitrator, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
-
18.2. Amendment and Modification; Waiver. Unless done pursuant to Section 16, no amendment or update to, modification of or rescission, termination or discharge of these Terms is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of your agreement with the Company constituted by these Terms, and is signed by an authorized representative of each Party. No waiver by a Party of any of these Terms shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
-
18.3. Assignment. Neither your Membership, any other rights you have to access or use any of the Services, your agreement with the Company as constituted by these Terms or any of your obligations hereunder may be assigned, sublicensed or delegated, in whole or in part, by you without the Company’s prior written consent. The Company may assign, sublicense, transfer or delegate any of its rights and obligations herein without your consent. These Terms are binding upon and will inure to the benefit of both Parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. Any purported assignment, delegation or transfer in violation of this Section is null and void.
-
18.4. Relationship of the Parties. The relationship of the Parties is that of an independent contractor, and no agency, partnership, joint venture, or employment is created as a result of these Terms, and neither Party has any authority of any kind to bind the other Party in any respect.
-
18.5. Third-party Beneficiaries. The Parties agree that any Event Releasee and any Authorized Party shall be a third-party beneficiary of Section 4.3 and any Indemnitee shall be a third-party beneficiary of Section 14. Otherwise, these Terms are for the sole benefit of the Parties and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
-
18.6. Governing Law. These Terms, the rights, authorizations, and licenses granted hereunder or any of the transactions contemplated herein, any access or use of any of the Services by you or for which you shall be responsible for as stated herein shall be governed by and construed in accordance with the internal laws of the District of Columbia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the District of Columbia.
-
18.7. ARBITRATION CLAUSE & CLASS ACTION WAIVER.
-
18.7.1. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH THE COMPANY, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS, THE RIGHTS, AUTHORIZATIONS, AND LICENSES GRANTED HEREUNDER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, ANY ACCESS OR USE OF THE SERVICES, INCLUDING THE PLATFORM, ANY EVENTS, AND THE COMPANY MATERIALS, BY YOU OR FOR WHICH YOU SHALL BE RESPONSIBLE AS STATED HEREIN, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND THE COMPANY HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE THE COMPANY’S INTELLECTUAL PROPERTY RIGHTS, THE COMPANY MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN THE DISTRICT OF COLUMBIA COURTS OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND THE COMPANY WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
-
18.7.2. As an alternative, you may bring your Claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring Claims only on your own behalf. Neither you nor the Company will participate in a class action or class-wide arbitration for any Claims covered by this agreement to arbitrate.
-
18.7.3. YOU AGREE THAT YOU ARE HEREBY GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST THE COMPANY INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in Claims brought in a private attorney general or representative capacity, or consolidated Claims involving another Person’s Membership, the Services (including their access to or use of the Services or any part thereof) or any other matter related to the Company if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of Applicable Law notwithstanding, the arbitrator will not have the authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any Applicable Law to the contrary, any Claim arising out of, related to or connected with your Membership or your access to or use of the Services or any component thereof (including any matters related to your Membership Fees) or these Terms must be filed within one (1) year after such Claim arose or be forever banned.
-
18.7.4. If the prohibition against class actions and other Claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Section 17.7 will be null and void. This agreement to arbitration will survive the termination of your relationship with us.
-
-
18.8. Equitable Relief. You acknowledge and agree that a breach or threatened breach by you of the terms and conditions set forth in Sections 2.3 or 11 might cause the Company irreparable harm for which monetary damages might not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the Company will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available to the Company at law, in equity or otherwise.
-
18.9. Headings; Construction. Any section, subsection, and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
-
18.10. Notices.
-
18.10.1. When you use the Platform or send communications to us through the Platform, you are communicating with us electronically. You consent to receive electronically any notices or other communications related to these Terms, any agreement between the Parties or the Services. The Company may communicate with you by email or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from the Company intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us.
-
18.10.2. Any day-to-day communications from you to the Company regarding your Membership and/or your access to or use of the Services may be sent to info@openfinity.org. Any other communications or notices, including any notice that the Company has breached these Terms, must be sent by personal delivery, nationally recognized courier or certified or registered mail (in each case, return receipt requested, postage prepaid) to Open Gramercy, LLC 3821 Gramercy ST NW, Washington DC 20016. Except as otherwise provided in these Terms, any communication or notice is effective only (a) on receipt by the receiving Party, and (b) only if the Party providing such communication or notice has complied with the requirements of this Section.
-
-
18.11. Force Majeure. The Company shall not be liable under these Terms for performance delays or for non-performance due to causes beyond its reasonable control.
-
18.12. Contacting the Company. Subject to Section 17.10, you may contact the Company about any matter by emailing us at info@openfinity.org or by mail at Open Gramercy, LLC., 3821 Gramercy ST NW, Washington DC 20016.
​​
19. ADDITIONAL DEFINITIONS; INTERPRETATION.
-
19.1. Additional Definitions. In addition to those capitalized terms defined elsewhere in these Terms, the terms below have the following meanings:
“Applicable Law” means any law (including common law), statute, regulation, ordinance, rule, guideline, directive, requirement, order, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any federal, state, provincial, local or foreign government, or any subdivision, agency, department, board, commission, instrumentality or authority of any thereof, including any court.
“Claim” means any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, including claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy, violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world.
“Company Materials” means any content, data or information of any kind (audio, video, digital, oral, written or otherwise) manuals, instructions or other documents or materials that the Company provides or makes available to you in any form or medium in connection with the Services or that is otherwise related to the Company, its business, Personnel or Members. For the avoidance of doubt, “Company Materials” shall also include anything which describes the functionality, components, features or requirements of the Platform, including any aspect of the installation, configuration, integration, operation, use, support or maintenance of any component thereof.
“Event” means an event of any kind operated on and/or at the direction of the Company or which the Company has otherwise indicated shall be an event that Members can attend as a benefit of their Memberships. Events can be in-person, online, by telephone, videoconference, or otherwise or can be any combination of such means, methods, and formats.
“Governmental Authority” means any federal, state, local, or foreign (a) any federal, state, local, or foreign government, and any political subdivision of any of them, (b) agency or instrumentality of any such government or political subdivision, (c) self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), or (d) arbitrator, court or tribunal of competent jurisdiction.
“Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing, (b) copyrights, including all applications and registrations related to the foregoing, (c) trade secrets and confidential know-how, (d) patents and patent applications, (e) websites and internet domain name registrations, and (f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to Intellectual Property including any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Party” means either you or the Company, and, together, you and the Company may be referred to the “Parties”.
“Person” means (a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and (b) any individual.
“Personnel” means, in connection with a Party, the employees, officers, directors, managers, managing members, agents, subcontractors, vendors, equity holders, legal and financial representatives of such Party.
“Platform” means, collectively, the Company’s websites located at www.openfinity.org and each other Company website, mobile site, service, application, online platform or tool, any third-party platform, service or tool that the Company uses to provide any functionality to its Members or other users of the Services, any other part of the Company’s information technology infrastructure, including computers, software, hardware, architecture, and related systems, databases, electronic systems (including database management systems) and networks (and including code related thereto), if any, whether operated directly by the Company or through the use of third-party services, as well as any new versions, updates, revisions, improvements and modifications of any part of the Platform.
“Viruses” means any computer infections, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties or that otherwise prevents the Company, any of its Personnel, anyone acting on the Company’s direction, any Member or any other user of any of the Services to access or use all or any part of the Services.
-
19.2. Interpretation. When a reference is made in these Terms to a Section, such reference shall be to a Section of these Terms unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in these Terms, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in these Terms shall refer to these Terms as a whole and not to any particular provision of these Terms. The definitions contained in these Terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.