This Terms of Service Agreement was last modified on December 1, 2015.
Oropala Services, LLC operates http://www.goldshovelstandard.com (the "Site"). This page describes the terms on which Oropala Services, LLC offers you access to our GoldShovelStandard.com Online Service. As used herein, “Online Service” means the online website application provided by Oropala via http://www.goldshovelstandard.com (or at such other URL as Oropala may designate from time to time). The terms “you” and “your” in this Agreement refer to you, as someone who is accessing the Site, in any manner, whether automated or otherwise, and any company you represent or associate with your user information. The terms “we”, “us”, “our” and “Oropala” refers to Oropala Services, LLC, a California corporation.
BEFORE USING GOLDSHOVELSTANDARD.COM ONLINE SERVICE, PLEASE READ THESE TERMS OF SERVICE. THESE “TERMS” FORM A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN YOU AND OROPALA SERVICES, LLC (THE “AGREEMENT”). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE OR ACCESS OUR SERVICES.
Our services are available only to individuals and organizations that can form legally binding contracts under applicable law. As a user of the Site, you represent that you have the authority to bind any company associated with your user information to this Agreement. Without limiting the foregoing, our services are not available to minors or to temporarily or indefinitely suspended GoldShovelStandard.com users.
2. Your subscription term for the Online Service will be specified during the order / payment process on the Site. At the expiration of any subscription term, your subscription will automatically extend for additional 1-year periods at Oropala’s then-current rates, unless either party gives the other party written notice of termination at least 30 days prior to the end of the subscription term. The Subscription is not dependent on any future functionality, upgrades or features (or any public comments or other disclosure made by or on behalf of Oropala with respect thereto). Cancellation notices must be delivered via e-mail to legal@Oropala.com. We may change our fees for our services from time to time, but such changes will not apply to you until the next annual renewal of your subscription.
3. No refunds or credits will be extended for partial or unused subscription periods following termination of a subscription.
4. We require a username and password system to secure access to our site. However, GoldShovelStandard.com cannot and does not confirm each user's purported identity. You agree that you are solely responsible for: (1) maintaining the strict confidentiality of your usernames and passwords; (2) not allowing others to use your username to access the site; (3) any losses that may be incurred or suffered as a result of your failure to maintain the confidentiality of your usernames and passwords; and (4) promptly informing Oropala in writing of the need to deactivate a username resulting from actual or potential security concerns. Because we cannot confirm each user's identity, you release Oropala (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) (each a “Claim”) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with a Claim that arises from our inability to confirm user identity other than such Claims that result solely and directly from Oropala’s breach of this Terms of Service Agreement, gross negligence or willful misconduct.
5. We do not control all information provided by other users and data providers that is made available through our system. You may find other users’ or data providers’ information to be offensive, harmful, inaccurate, or deceptive. Oropala does not warrant or make any representations regarding the accuracy, adequacy or completeness of any information on the Site, and expressly disclaims any liability arising from, or as a result of, the use of any information. Accordingly, any person acting upon or in reliance on any information does so entirely at his, her or its own risk. BY USING THIS SITE, YOU ARE EXPICITLY AGREEING THAT INFORMATION AVAILABLE ON THE SITE IS NOT TO BE RELIED UPON AND MAY CONTAIN SUBSTANTIAL INACCURACIES.
6. We will use best efforts to ensure that the Online Service will be available 24 hours per day, 7 days per week, excluding any scheduled maintenance. Notwithstanding anything contained in this Agreement to the contrary, we make no warranty regarding the availability of the Site. Should the Online Service remain unavailable for an extended and continuous period exceeding 7 days, we will extend your subscription duration by an amount equal to the period the Online Service was unavailable. No extension of your subscription will be made for periods of unavailability shorter than 7 continuous days. This paragraph represents the complete remedy available to you for unavailability of the Online Service.
7. "Your Information" is defined as any information you provide to us or other users through GoldShovelStandard.com or any email feature. You are solely responsible for Your Information, and we generally act as a conduit for your online distribution and publication of Your Information. You certify that Your Information is correct and complete to the best of your knowledge. You confirm that you have all rights, power, and authority necessary to post Your Information to GoldShovelStandard.com. Your Information and your activities on the site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.
8. Upon transmission of Your Information, and solely to enable Oropala to use the information you supply us in offering our services, and so that we are not violating any rights you might have in Your Information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to exercise the rights you have in Your Information. We will not materially change Your Information so as to make it inaccurate. Other than the license granted under this paragraph, Oropala will have no rights, title and ownership in Your Information, and you will retain all rights, title and ownership or license you may have in Your Information.
9. You acknowledge and agree that Oropala owns all rights to GoldShovelStandard.com and its modules (including all modifications, revisions and derivative works, and all programs, enhancements, design concepts and other documentation, developed for or relating to GoldShovelStandard.com), all tables (including the structure and fields) and forms developed for such modules, and all Online Services, but excluding rights you may have in Your Information. You agree to not disclose any passwords issued by us or generated by you for access to GoldShovelStandard.com to any person other than those authorized by you to access GoldShovelStandard.com. Oropala agrees to keep Your Information, user names and passwords in confidence and shall not disclose the foregoing to any person or party, except (a) contractors, attorneys or consultants who are obligated by agreement or professional codes of conduct to preserve the confidentiality and observe the use restrictions of this Agreement or an agreement providing equivalent protection, (b) other users of GoldShovelStandard.com, and (c) as required by a subpoena or similar demand of a governmental entity, following notice to you to the extent we are allowed to provide such notice. If an unauthorized use or disclosure of Your Information occurs, Oropala will (a) take reasonable steps to recover and prevent further disclosure of the disclosed data, (b) with respect to any information that is subject to a law requiring notice to a third party of such unauthorized disclosure, take those steps required to comply with such notice or other requirements under such laws, and (c) implement reasonable controls to prevent subsequent unauthorized use or disclosure and explain those controls to you at your request.
10. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the GoldShovelStandard.com site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to Oropala by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of Oropala or the appropriate third party.
12. WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from jurisdiction to jurisdiction.
13. IN NO EVENT SHALL WE, OUR SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS USER AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
14. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Terms of Service Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
15. Any legal controversy or legal claim arising out of or relating to this Terms of Service Agreement or our services, excluding legal action taken by Oropala to collect our fees and/or recover damages for, or obtain an injunction relating to, the GoldShovelStandard.com site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Orange County, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Oropala may seek any interim or preliminary relief from a court of competent jurisdiction in Orange County, California necessary to protect the rights or property of you or Oropala pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover its reasonable attorney's fees and costs.
16. All parties to this Terms of Service Agreement shall comply with applicable domestic and international laws, statutes, ordinances and regulations regarding your use and our provision of the Site.
17. Except as explicitly stated otherwise, any notices shall be given to Oropala by email to legal@Oropala.com and to you by email to the email address you provide to Oropala during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Oropala during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
18. Sites linked in GoldShovelStandard.com are not necessarily under the control of Oropala and Oropala is not responsible for, nor does it certify the content of any linked site or any link contained in a non-affiliated linked site. If you decide to access any links to third party sites you do so at your own risk.
19. Without limiting other remedies, we may immediately revoke your user access, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this Terms of Service Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our other users or us.
20. Without limiting any other remedies, Oropala may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with our site.
21. This Terms of Service Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Terms of Service Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions, together with a valid, enforceable replacement provision, shall be enforced. You agree that this Terms of Service Agreement and all incorporated agreements may be automatically assigned by Oropala, in our sole discretion, to a third party in the event of a merger or acquisition. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Terms of Service Agreement sets forth the entire understanding and agreement between you and us with respect to the subject matter hereof. The following sections shall survive any termination or expiration of this Terms of Service Agreement: Sections 3, 4, 8, 9, 10, 11, 13, 14 and 15.