Date of Last Revision: November 1, 2021
PLEASE READ THESE SITE TERMS CAREFULLY. BY ACCESSING OR USING THIS WEB SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS, POLICIES, GUIDELINES AND DISCLOSURES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE.
These Site Terms govern your access to, and use of, the Ombra site located at www.Ombra.us(the “Site”), which is owned by Ombra, Inc. (“Ombra”). These Site Terms do not alter in any way the terms or conditions of any written agreement you may have with Ombra, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity’s behalf.
Ombra reserves the right to change these Site Terms at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Site. Your continued use of this Site following the posting of its changes will constitute your acceptance of such changes. If you don’t agree to the amended terms, you must stop using the Site. You warrant and attest that you are at least eighteen (18) years of age.
All questions or comments about the Site or its contents should be directed to [email protected].
- Copyright and Limited License
Unless otherwise indicated, the Site itself, including, without limitation, the Ombra logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are the property of Ombra and its licensors and are protected by U.S. and international copyright laws.
You are granted a limited, non-sublicensable license to access and use the Site. Such license is subject to these Site Terms and does not include or authorize: (a) any resale or commercial use of the Site or the Materials therein; (b) the distribution, public performance or public display of any Materials; (c) modifying or otherwise making any derivative uses of the Site or the Materials, or any portion thereof; (d) use of automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Site; (e) downloading (other than page caching) of any portion of the Site, the Materials or any information contained therein, except as expressly permitted; (f) any attempt to gain unauthorized access to Ombra’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site; or (g) any use of the Site or the Materials other than for their intended purpose; (h) use of any portion of the Site or the Materials as a destination linked from any unsolicited bulk messages or unsolicited commercial messages; (i) any use of the Site or the Materials other than for their intended purpose; (j) copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of any software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Ombra, in writing. Any use of the Site or the Materials other than as specifically authorized herein, without the prior written permission of Ombra, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time for any reason by Ombra.
You are granted a limited, non-exclusive right to create a text hyperlink to the Site, provided such link does not portray Ombra, any of its products or services, in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may use a Ombra logo or other proprietary graphic to link to this Site without the express written permission of Ombra as long as the manner of your use is not objectionable to Ombra. In the event that Ombra objects to your use of the Ombra logo or other proprietary graphic, you agree to cease using them. Further, you may not use, frame or utilize framing techniques to enclose any Ombra trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without Ombra’ express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Ombra or any third party.
- Advertisements and Promotions
Ombra may run advertisements and promotions from third parties on this Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Ombra, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Ombra is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party advertisers.
- Third Party Content
Ombra or its industry partners may provide links to Web pages and content of third parties as a service to those interested in such links and content, and Ombra may post third party content or allow users to post their content or third party content to the Site. Ombra does not monitor or have any control over any Third Party Content or third party Web sites. Ombra does not endorse or adopt any Third Party Content or third party Website and can make no guarantee as to its accuracy or completeness. Ombra does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content or third party Websites. Users use these links, Third Party Content and third party Websites at their own risk. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
- Third Party Services
The Site may also contain, provide information regarding or link to certain applications and services provided or offered by third parties (collectively the “Third-Party Services”). Ombra is merely an information provider and is not a referral service, and it does not recommend or endorse any such Third-Party Services or monitor or have any control over such Third-Party Services. Therefore, Ombra makes no guarantee, representation or warranty of any kinds as to the quality, competency, value, reliability, responsiveness, accuracy or completeness of any such Third-Party Services or the results obtained therefrom, and Ombra assumes no responsibility or liability for any Third Party Services or for the actions or failure to act of those providing such Third-Party Services. You assume full responsibility for your use of any such Third-Party Services, and Ombra is not responsible or liable for any Third-Party Services.
“Ombra”, the Ombra logo and any other product or service name or slogan displayed on the Site are trademarks of Ombra and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Ombra or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “Ombra” or any other name, trademark or product or service name of Ombra without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Ombra and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Ombra names or logos displayed on the Site are the property of their respective owners.
- Disclaimers and Acknowledgements Regarding Use of Site Information
THE SITE AND THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. Ombra DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT OR MATERIALS. Ombra DOES NOT REPRESENT OR WARRANT THAT MATERIALS, INCLUDING THE INFORMATION AVAILABLE IN OR ON THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. Ombra DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Ombra IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS CONTAINED ON THE SITE. WHILE Ombra ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE SAFE, Ombra CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S), OR ANY CONTENT OR MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND NEUTRALIZE VIRUSES, SPYWARE, MALWARE, AND OTHER HARMFUL OR OTHERWISE UNDESIRABLE COMPONENTS FROM ANY DOWNLOAD.
Ombra reserves the right to change any and all content contained on the Site and any services offered through the Site at any time without notice.
- Limitation of Liability
IN NO EVENT SHALL Ombra OR ANY OF ITS CORPORATE AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS OR CONSULTANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE SITE, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES, LOSS OR INJURY CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM Ombra, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO Ombra’S RECORDS, PROGRAMS OR SERVICES. THE AGGREGATE LIABILITY OF Ombra, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SITE, SHALL NOT EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO Ombra FOR ACCESS TO OR USE OF THE SITE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
- Dispute Resolution
Except for the right of a party to apply to a court for a temporary restraining order, preliminary injunction or other equitable relief, any controversy or claim arising out of or relating to this Agreement that cannot be resolved through negotiation will be resolved by binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If the parties cannot agree on a single arbitrator, the arbitrator will be selected by the American Arbitration Association. All arbitration proceedings will occur in English and will be held in Seattle, Washington, USA. The parties agree that any dispute resolution proceeding will be conducted on an individual basis and not as a class or representation action. Neither you nor Ombra shall be a member of a class, consolidated or representative action or proceeding. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. The cost of the arbitration shall be borne equally by the parties. Neither party nor the arbitrator may disclose the existence or results of any arbitration hereunder. The authority of the arbitrator to award damages in any event is and shall be limited by this Agreement.
- 11. Applicable Law and Venue
These Site Terms and your use of the Site shall be governed by and construed in accordance with the laws of the United States of America and the State of Washington applicable to agreements made and to be entirely performed within the State of Washington (even if your use is outside of the State of Washington), without resort to its conflict of law provisions. You agree that with respect to any disputes or claims not subject to arbitration (as set forth above), any action at law or in equity arising out of or relating to the Site or these Site Terms or Service Terms shall be filed only in the state and federal courts located in King County, Washington and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of such courts.
If any of these Site Terms or the Service Terms should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term shall be enforced only to the extent it is enforceable and the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable.
You may choose to or we may invite you to submit comments or ideas about Ombra’s services, including without limitation about how to improve the Service or our products (“Feedback”). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Ombra under any fiduciary or other obligation, that we are free to disclose the Feedback on a non-confidential basis to anyone or otherwise use the Feedback without any additional compensation to you. You acknowledge that, by acceptance of your submission, Ombra does not waive any rights to use similar or related ideas previously known to Ombra, or developed by its employees, or obtained from sources other than you.
No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
- Force Majeure
If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
- Entire Agreement