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This is a legal agreement (“Agreement”) between you and Occulus, Inc., a Canadian Corporation (“Occulus”), which may be contacted at 2384 Yonge Street, PO Box 1452, Toronto, Ontario Canada M4P 3J7 or at info@OcculusSales.com . By accessing the Occulus web site, currently located at www.OcculusSales.com (the “Site”), and using any of the Services (as defined below) accessible through the Site, you become a user and agree to, and are bound by, the terms and conditions of this Agreement for as long as you continue to use the Site or Services. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR THE SERVICES. Your use of, or participation in, certain Services may be subject to additional terms, and such terms will be either listed in this Agreement or will be presented to you for your acceptance when you sign up to use such Services.
The Occulus services consist of the all items available for use at the Occulus site www.OcculusSales.com and nothing more which includes the following, without limitation: (i) the Occulus free sales analysis; (ii) the Occulus sales analysis system including all reports and output. Occulus may offer additional services or revise any of the Services, at its discretion, and this Agreement will apply to all additional services or revised Services. Occulus also reserves the right to cease offering any of the Services.
This Agreement is subject to change by Occulus in its sole discretion at any time, with or without notice. Your continued use of this Site or the Services after the posting of revisions to this Agreement will constitute your acceptance of such revisions. Please consult the end of this Agreement to determine when the Agreement was last revised.
The purpose of Occulus is to provide a sales analysis software capability service to our users involved in selling goods or services that utilizes our proprietary information and data to give additional information to the party for their use. For as long as Occulus continues to offer services, Occulus shall provide (and seek to update, improve and expand, in similar and different new ways) the Occulus platform and service to its users through Occulus’s proprietary tools, rules and protocols which Occulus may update, improve, discontinue and change at any time, at Occulus’s sole discretion.
We allow you to access Occulus as it may exist and be available on any given day. We have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue Occulus, partially or entirely, or to charge and modify prices for Occulus. All of these changes shall be effective upon their posting on our site or by email communication to you. We reserve all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Occulus and all related items.
You acknowledge and agree that we may send you important information and notices regarding the Service by email or through other means, including mobile or other hand held devices. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Occulus, its Users and the public.
You must comply with all applicable laws, the Agreement, as may be amended, and the following terms, which are incorporated into this Agreement:
You represent and warrant that you (a) are not under the age of 18; (b) have not previously been suspended or removed from Occulus; (c) are not a direct competitor of Occulus; (d) do not have more than one Occulus account at any given time; and (e) that you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party. In addition, you must provide all equipment and software necessary to connect to Occulus, including, but not limited to, if the Service contains a mobile element, a mobile hand set or other mobile access device that is in working order and suitable for use in connection with the Service and to use any part of the Service.
Keep your password confidential and do not let others use your account. You are responsible for anything that happens through your account — until you notify us of a breach (legal@OcculusSales.com), close down your account or prove that your account security was compromised due to a fault of our systems. You are prohibited from selling, trading or otherwise transferring your Occulus account or any information therein to another party or charging anyone for access to any portion of Occulus, or any information therein.
You have to indemnify us and hold us harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to third party claims, charges or investigations, caused by (a) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (b) any content you submit to Occulus or (c) any activity in which you engage on or through the Occulus.
If you subscribe to any services that we offer for a charge, you will pay the applicable fees.
You will not use the Services to store or transmit Malicious Code, interfere with or disrupt the integrity or performance of the Services or data contained therein, or attempt to gain unauthorized access to the Services or their related systems or networks.
If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory laws, you agree to provide us with detailed, 30 days prior written notice before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation.
Occulus may include various forums, blogs and chat rooms where you can post your observations and comments on designated topics. Occulus cannot guarantee that other members will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, do not post it on the Service. OCCULUS IS NOT RESPONSIBLE FOR A MEMBER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY FORUMS, BLOGS AND CHAT ROOMS.
You should carefully read our full Privacy Policy before deciding to become a User of Occulus. By using the Site or the Services, you are consenting to the terms of Occulus’s Privacy Policy.
On the condition that you comply with all your obligations under the Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access, through a generally available web browser (but not any scraping, spidering, crawling or other technology or specialist software used to harvest data) to view information and access applications that we provide on Occulus web pages as we intend such information to be used, and only in accordance with the Agreement and any specific terms of use that we make available to you. We grant you no other rights, implied or otherwise.
To subscribe to Services via the Occulus Web site, you must complete the online registration process. As part of the online registration process, Occulus will collect certain limited information about You ("Registration Data"). All Registration Data provided by or on behalf of you must be current, complete and accurate, and You is solely responsible for updating such Registration Data as necessary. Occulus reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete or not current at any time.
As part of the online registration process, you will choose a password that will be matched to your email address. You are entirely responsible for maintaining the confidentiality of your password and account, and you are solely responsible for any and all activities that occur under your account. You agree to notify Occulus immediately of any unauthorized use of your account or any other breach of security. Occulus shall not be liable for any loss that you may incur as a result of a third party using your password or account, either with or without its knowledge. You may be held liable for losses incurred by Occulus or another party due to a third party using your account or password.
As part of the online registration process, Occulus will collect certain additional information related to billing and payment matters ("Payment Information"). Such Payment Information will include a valid debit card or credit card number with available credit sufficient to pay the applicable Subscription Fees, the level of service requested, and other information as required by Occulus. All Payment Information provided by you must be current, complete and accurate, and you are solely responsible for updating such Payment Information as necessary. You hereby authorize Occulus, from time to time, to take steps to determine whether the credit card number provided is valid. Occulus reserves the right to terminate this Agreement immediately in the event any Payment Information is found to be inaccurate, incomplete or not current at any time. Occulus shall not be responsible for any overdraft charge or other fees that may be incurred by Occulus's use of your credit card.
Occulus will offer you use of our software, on a limited basis trial, free of charge for the purposes of assessing its capabilities. This trial will permit you to see how the software works and give you a limited subset of our normal output reports and products. To get the full report and information will require you to register and sign up for the service we provide which will entail agreeing to and paying for the services as set forth at that time on the site.
ANY DATA YOU ENTER INTO THE SERVICES DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SITE AND ITS SERVICES AT THE END OF THE TRIAL. DURING THE 30-DAY FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
We shall make the Occulus Services available to you pursuant to this Agreement and subject to completion of the registration information on the site and payment of any amounts due. You agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features. Unless otherwise specified in writing from Occulus subscriptions and may be accessed only by the subscriber.
You shall pay all fees agreed to at registration. Except as otherwise specified herein, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, and (iii) payment obligations are non-cancellable and fees paid are non-refundable. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for upgrades added in the middle of a monthly period will be billed immediately at a prorated amount until the next monthly payment date and full payment will be due after that.
You will provide us with valid and updated credit card information. If you provide credit card information to us, you authorize us to charge such credit for all Services requested at registration and any subsequent upgrades. Such charges shall be made in advance, on a monthly basis.
If any amount owing by you under this or any other agreement for our services is not paid we may, without limiting Our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full.
Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be charged to your credit card as part of the monthly billing process unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
Site and related service usage and/or subscription fees and duration of services were provided to you upon registration and may change from time to time upon electronic notice to you. We use credit card processors or banks outside the United States to process your transactions. In some instances, your bank or credit card issuer may charge you a small "foreign transaction fee." Before purchasing any service, please check with your bank or credit card issuer for more information about its policies regarding foreign transaction fees.
Upon termination, you lose access to Occulus. The terms of this Agreement shall survive any termination.
This Agreement will become effective upon your acceptance of the Agreement by your use of the Site or the Services and will remain in effect in perpetuity unless terminated hereunder. Either you or Occulus may terminate your account at any time, for any reason or no reason, without explanation, effective upon sending written notice to the other party. Occulus reserves the right to immediately suspend or terminate your access to any of the Services, without notice, for any reason or no reason. We also reserve the right to remove your account information or data from our Services and any other records at any time at our sole discretion. In the event your access to any of the Services is suspended due to the breach of this Agreement, you agree that all fees then paid to Occulus by you will be non-refundable and all outstanding or pending payments will immediately be due. You may terminate your account by following the steps in the applicable section under “Cancellations” below.
For 30 days after the effective date of termination of your account, we will maintain your data so that your account can be reactivated if you decide. We will also make available to you for download (and forwarded after request via email) a copy of all reports related to your data. After such 30-day period, we shall have no obligation to maintain or provide any of your data and shall thereafter, unless legally prohibited, delete all of your data in our systems or otherwise in our possession or under our control.
Cancellations
Except as otherwise stated in this section, you may cancel your registration or subscription to any Services at any time during the term of such registration or subscription or any renewal period. In such case, your subscription will terminate at the end of the subscription term for which you have paid, and you will not receive any refund for any unused days of such subscription term.
To cancel this Agreement, email us at cancellations@Occulussales.com or mail or deliver a signed and dated notice, or send a telegram which states that you, the buyer, are cancelling this Agreement, or words of similar effect. Include in any correspondence the email address related to your account and your name. We reserve the right to confirm any cancellation by email correspondence to you after receipt of cancellation notice. If mailing, delivering or sending via telegram please send to Occulus, Inc, 2384 Yonge Street, PO Box 1452, Toronto, Ontario Canada M4P 3J7.
In order to provide continuous service, Occulus automatically renews all paid subscriptions for Services 24 hours before such subscriptions expire. Such renewals are generally for the same duration as the original subscription term (for example, a 1-month subscription will renew on a monthly basis, a one year subscription will renew on a one-year basis, and so on). In addition, we sometimes offer special promotions that have renewal periods of different duration than the original subscription term. We always communicate renewal periods to you upon confirmation of your subscription and in the body of any special promotions that have renewal periods of different duration than the original subscription term. By entering into this Agreement, you acknowledge that your account will be subject to the above-described automatic renewals. In all cases, if you do not wish your account to renew automatically, please follow the directions set out under "Cancellations” above.
WE PROVIDE THE PLATFORM FOR OCCULUS AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY OCCULUS OR ANYTHING RELATED TO OCCULUS, YOU MAY LEAVE OCCULUS AND TERMINATE THE AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
OCCULUS DOES NOT GUARANTEE THAT THE SERVICES WHICH IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THEIR OPERATION MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. OCCULUS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, OCCULUS DISCLAIMS ALL LIABILITY FOR ANY MISFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE OCCULUS SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES LINKED TO THE INTERNET SERVICE PROVIDER, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON UNRELATED TO OCCULUS.
OCCULUS DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SERVICES OR ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN OCCULUS. UNDER NO CIRCUMSTANCES WILL OCCULUS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT PROVIDED BY THE SERVICES, OR TRANSMITTED TO OR BY ANY USERS.
IN NO EVENT WILL OCCULUS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF OCCULUS KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL OCCULUS’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE PRICE PAID BY YOU FOR ONE MONTH’S USE OF YOUR ACCOUNT, OR, IF YOU HAVE NOT PAID OCCULUS FOR THE USE OF ANY SERVICES, THE AMOUNT OF US$10.00 OR ITS EQUIVALENT.
IN NO EVENT SHALL OCCULUS HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any non-public information or materials provided by the other party under this Agreement and reasonably understood to be confidential ("Confidential Information"), or use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is in or becomes available through the public domain, (ii) is already lawfully in the receiving party's possession, (iii) was known to the receiving party prior to the date of disclosure, (iv) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (v) Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, providing receiving party provides disclosing party timely notice of such court order or subpoena. Furthermore, You will keep in strict confidence all passwords and other access information to the Services.
You hereby acknowledge and agree that Occulus is the owner of highly valuable proprietary information, including without limitation, the patented analysis and data knowledge and analysis algorithms (collectively, “Confidential Information”). Occulus owns and hereby retains all proprietary rights in the Services and the Site, including but not limited to, all Confidential Information and You may not use the Occulus logo, or any other name, logo, icon or mark identifying Occulus's products and/or services (including the Services) without prior written permission of Occulus
You will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) Confidential Information or (ii) other copyrighted material, trademarks, or other proprietary information accessible via the Occulus site, without first obtaining the prior written consent of Occulus.
You agree that Ontario, Canada law will govern this Agreement, the Site and the Services and that any dispute arising out of or relating to this Agreement, the Site or the Services will be subject to the exclusive jurisdiction and venue of the federal and provincial courts in the Province of Ontario, Canada. You acknowledge and agree that any violation of this Agreement may cause Occulus irreparable harm, and therefore agree that Occulus will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that Occulus may have for a breach of this Agreement.
This Agreement, which you accept upon registration for the Services, the Privacy Statement located on the Site, and any applicable payment, renewal, Additional Services terms, comprise the entire agreement between you and Occulus regarding the use of this Service, superseding any prior agreements between you and Occulus related to your use of this Site or Services (including, but not limited to, any prior versions of this Agreement). Unless otherwise explicitly stated, the Agreement will survive termination of your registration to the Service. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
If any provision of the Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of the Agreement.
We may notify you via postings on www.OcculusSales.com, and via email or any other communications means to contact information you provide to us. You may also notify us via email at info@OcculusSales.com or via mail at Occulus Corporation, 2384 Yonge Street, PO Box 1452, Toronto, Ontario Canada M4P 3J7; any notices that you provide without compliance with this Section on Notices shall have no legal effect.
We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.OcculusSales.com or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time per Section 7 hereof.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service.
You may not assign or delegate any rights or obligations under the Agreement and any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially. We may also substitute, by way of unilateral novation, effective upon notice to you, Occulus Corporation for any third party that assumes our rights and obligations under this Agreement.
This agreement was written in English. Date of Last Revision was February 24, 2010. It is effective between You and Occulus as of the date of You accepting this Agreement
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