Terms of Use

Overview

These Terms of Use apply to the website of Project Midas, Inc. d/b/a Orum (the “Company”) at www.orum.io, and its various associated web pages, applications, and website-related services (the “Site”).

This Agreement governs the relationship between the Company and the visitor of the Site (“You”) with respect to Your use of the Site. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE. BY USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE WITHOUT MODIFICATION. IF YOU DO NOT AGREE, DO NOT ACCESS THE SITE AND IMMEDIATELY DISCONTINUE YOUR USE OF THE SITE.

The Company may, at its sole discretion, change, update, add, or remove portions of this Agreement to Terms of Use, at any time by posting an amended Agreement on the Site. Any changes will be effective immediately upon posting. It is Your responsibility to check these Terms of Use periodically for updates. You will be able to determine if this Agreement has been changed since Your previous visit by viewing the “Last Updated” date that appears at the top of this Agreement. Your continued use of the Site following the posting of changes constitutes Your acceptance of the updated Agreement.

1. Access to Site

The Company reserves the right, in its sole and absolute unilateral discretion, to terminate, suspend, or restrict Your access to the Site, without notice, for any reason whatsoever, including without limitation if You violate any of these Terms of Use. We also reserve all remedies at law or in equity in connection with any violation of these Terms of Use.

The Company also reserves the right, at any time, to modify or discontinue, temporarily or permanently, the Site (including any information or service offered therein) without notice. You agree that the Company shall not be liable to You (or any third party or party acting on Your behalf) for any modification, suspension, or discontinuation of the Site or its services.

2. Intellectual Property & Proprietary Rights

Materials published by the Company on the Site may contain proprietary notices, information, products or services owned by the Company, its affiliates, its licensors and/or third parties. Nothing contained herein shall be construed as granting to the user a license under any copyright, trademark, patent or other intellectual property right of the Company or any third party. The Company will not be responsible for any third-party material. The information contained on this Site is proprietary to the Company and its providers and You hereby acknowledge and agree that the Company and/or its providers own all legal right, title and interest in and to the information contained herein. Except as expressly authorized by the Company, You shall not copy, distribute, transmit, display, perform or create derivative works of the Site or its information, provided that, subject to Your compliance with this Agreement, the Company grants You a limited, personal, revocable, non-transferable and non-sub-licensable license to: (a) access the Site via the Internet solely for purposes of viewing such materials, and (b) print or save Site information for Your personal, non-commercial use. You may not provide this Site to third parties by way of sale, lease, license, assignment, file transfer, networking or other form of acquisition without the prior written consent of the Company.

All the Company names, logos, service marks and designs are the marks or trademarks of the Company, its affiliates, or third parties. Nothing contained herein shall be construed as granting (by implication, estoppel or otherwise) to the user of this Site any consent, waiver, license, or right to use, any copyright, trademark, service mark, patent or other intellectual property or other legal right of the Company or any third party.

3. Privacy and Security

The Company respects Your right to the privacy of Your personal information, as stated in our Privacy Policy. the Company’s Privacy Policy is incorporated into this Agreement by reference.

Although the Company strives to protect the personal information of Site users, You acknowledge and agree that there are security and privacy limitations beyond the Company’s control. The security, integrity, and privacy of internet transmissions and information exchanged between the Company and Site users cannot be fully guaranteed; You understand such transmissions and information may be intercepted, viewed, or tampered with in transit by a third party, even if encrypted.

The Company agrees not to retain Your personal information for any other purposes than to fulfill the obligations of the Company as set forth in these Terms of Use or our Privacy Policy. The obligations set forth in this Section shall survive termination of the Terms of Use.

4. Consent to Monitoring and Disclosure

The Company is under no obligation and does not assume any obligation to monitor the information included in, transmitted to, or made accessible via the Site. However, You agree that the Company may monitor the Site in an effort to protect Site users and information of the Site and to comply with all applicable federal, state and/or local laws, rules and regulations. All information provided by the Company in connection with the Site that must be disclosed to any other person or entity to complete Your requested transaction will not be considered confidential for such limited purposes. the Company shall be free to use, disclose and distribute such information to service providers, clients, and third parties without limitation in accordance with the confines of the law and as disclosed in our Privacy Policy.

5. Links to Other Websites

Our Site may contain links to third-party web sites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further 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 such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

6. Site Rules of Conduct

You agree to comply with all applicable laws, rules and regulations in accessing and/or using the Site and/or its services. Your use of the Site is additionally conditioned on Your compliance with the following rules of conduct. You agree not to:

• Use the Site for any fraudulent or unlawful purpose.
• Transmit unsolicited e-mail messages (“Spam”), or obtain the services of another provider to send Spam to promote a website hosted or otherwise accessible on or through the Site.
• Impersonate any person or entity, including, but not limited to, any Site employee, agent or representative; falsely state or otherwise misrepresent Your identity or Your affiliation with any person or entity; or express or imply that we endorse any statement You make.
• Intentionally interfere with or disrupt the operation of the Site.
• Transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, or other harmful code.
• Attempt to gain unauthorized access to the Site or its services or information, whether by hacking, password mining, or any other means.
• Test the vulnerability of the Site or any connected network to attempt to breach the security or authentication measures, without prior express written consent of the Company.
• Frame or mirror all or any part of the Site without our prior express written consent of the Company.
• Restrict or inhibit any other person from using the Site, including by means of hacking or defacing any portion of the Site.
• Interfere with or violate any other Site visitor’s right to privacy or other rights, or harvest or collect personally identifiable information about Site visitors or users, or about our attorneys, other employees, and representatives identified on the Site, without their express consent.
• Sell, resell, transfer, license, or exploit, for any commercial purposes, any use of or access to the Site or its services or information.
• Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.

7. Other Terms and Conditions

Additional terms, conditions, and agreement may apply to or be required for your use of certain services and features offered via the Site, including making payments on your account, providing consents, etc., all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions as required (or where accepted by You when consent is not required), including where applicable representing that You are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of or feature/service offered on the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific feature/service at issue.

8. Indemnification

You agree to protect, defend, indemnify, and hold harmless the Company and its officers, directors, employees, representatives, and agents, from and against any and all claims, demands, actions, proceedings, judgments, damages, losses, liabilities, and expenses (including, without limitation, attorneys’ fees and court costs) made against the Company by any third party which may result or arise from, directly or indirectly, any breach by You of these Terms of Use or Your use of the Site.

9. Disclaimer and Limitation of Liability

THE INFORMATION AND SERVICES PROVIDED ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SITE AND THE APPLICATIONS, SERVICES, AND LINKS PROVIDED THEREIN. NO INFORMATION PROVIDED BY THE COMPANY AND/OR THE COMPANY’S EMPLOYEES OR ANY THIRD PARTY SHALL CREATE ANY WARRANTY. THE COMPANY DOES NOT WARRANT THAT THE INFORMATION OR SERVICES OFFERED ON THE SITE, LINKED WEBSITES, OR AS OTHERWISE ACCESSIBLE ON OR TRANSMITTED FROM THE SITE WILL BE UNINTERRUPTABLE OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THIS SITE OR ANY OTHER WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT PROMISE THAT YOUR USE OF THE SITE WILL PROVIDE A SPECIFIC RESULT. YOU UNDERSTAND THAT ACCESS TO THE SITE MAY FROM TIME TO TIME BE OR BECOME UNAVAILABLE, DELAYED, OR OTHERWISE LIMIT ADEQAUTE USABILITY DUE TO HARDWARE FAILURE, TELECOMMUNICATION FAILURES/INTERRUPTION, NETWORK OR SERVER FAILRUES, VIRUSES, ERRORS, INCOMPATIBILITY OF SYSTEMS, OR OTHER THINGS THAT MAY BE A RESULT OF THE END USER’S EQUIPMENT, CONNECTIONS, OR OTHER CAUSES OUTSIDE THE CONTROL OF COMPANY. IN THE EVENT AN INTERRUPTION OF SERVICE OR OTHER FAILURE CAUSES HARM TO YOU OR ANOTHER SITE USER, COMPANY SHALL NOT BE HELD RESPONSIBLE OR BE LIABLE FOR ANY SUCH DAMAGE, LOSS, INACCURACY, ADEQUACY, INCOMPLETION OF INFORMATION OR SERVICES, ETC. YOU UNDERSTAND AND AGREE THAT IN THE EVENT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THIS SITE YOU DO SO AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOU, YOUR COMPUTER SYSTEM, OR LOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF SUCH MATERIAL OR DATA. COMPANY WILL USE REASONABLE EFFORST TO INCLUDE ONLY ACCURATE AND UP-TO-DATE INFORMATION ON THE SITE. HOWEVER, BY ACCESSING OR LINKING TO THE SITE, YOU ASSUME THE RISK THAT THE SITE AND ITS CONTENT MAY BE INCOMPLETE, INACCURATE, OUT-OF-DATE, OR MAY NOT MEET YOUR NEEDS AND REQUIREMENTS. COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE THE CONTENT OF THE SITE AND ANY LIABILITY FOR INCOMPLETE OR INACCURATE INFORMATION AVAILABLE ON THE SITE VIA THIRD-PATY LINKS. THE COMPANY IS NOT RESPONSIBLE FOR THE PRIVACY PRACTICES OR CONTENT OF ANY THIRD-PARTY WEBSITES THAT ARE LINKED THROUGH THE SITE OR THAT DISPLAY A LINK TO THE SITE. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATION REGARDING THE ACCURACY OF ANY INFORMATION CONTAINED IN ANY THIRD-PARTY WEBSITE. YOU, AS A USER OF THE SITE, ASSUME RESPONSIBILITY FOR YOUR USE AND UNDERSTAND THAT THESE DISCLAIMERS AND LIMITATION OF LIABILITY ARE A MATERIAL PART OF THIS AGREEMENT. YOU UNDERSTAND THAT YOUR SOLE REMEDY AGAINST THE COMPANY FOR LOSS OR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. EXCEPT AS PROHIBITED BY LAW, COMPANY WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

10. Dispute Resolution

If You have any concern or dispute about the Site, You agree to first try to resolve the dispute informally by contacting the Company.

11. For European Union (EU) Users

We do not knowingly attempt to solicit or receive information from persons residing outside the U.S.A. Please note that the Site may be hosted in countries other than yours, including the United States. By accessing the Site, you expressly consent to the transfer of your information to places outside of your home country, which may provide for different data protection rules than in your country.

12. United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

13. General / Miscellaneous

This Agreement and performance under it shall be governed by and construed in accordance with the law of New York State without regard to any portion of its choice of law principles.

You agree that the Company does not waive any right by not exercising or enforcing any legal right or remedy which is contained in these Terms of Use or under applicable law. Said failure to exercise any right will not be taken to be a formal waiver of the Company’s rights.

If any provision of these Terms of Use conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a competent authority, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. The remainder of these Terms of Use shall remain in full force and effect.

Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration of this Agreement and continue in full force and effect.

These Terms of Use shall be binding on the parties hereto and their respective successors and assigns. You may not assign Your rights under these Terms of Use or delegate Your obligations hereunder, without the prior consent of the Company. The Company may assign or delegate its rights and obligations under these Terms of Use to an entity which acquires all or substantially all of the Company’s assets or to any affiliate, or successor in a merger, acquisition or liquidation of the Company. However, in no event shall such assignment relieve the Company or its assignee or successor of its obligations under these Terms of Use.

These Terms of Use constitute the entire agreement between the parties with respect to the subject matter contained in these Terms of Use, except as other provisions or terms have been incorporated by reference herein, and supersede all prior correspondence, discussions, agreements, and understandings entered into between the Company and You, whether written or oral, with respect to such subject matter.