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First Orion Website Terms of Use – US

(Effective January 15, 2023)

These Website Terms of Use – US (“Terms of Use”) apply to the First Orion website located at https://firstorion.com/ and constitute a legal agreement between you (“you,” or “your”) and First Orion Corp. (“First Orion,” or “we,” or “our” or “us”). First Orion’s Privacy Policy – US and Canada (“Privacy Policy”) found at https://firstorion.com/privacy-policy-us/ applies to the use of this website, and its terms are made a part of these Terms of Use by this reference. The Terms of Use and the Privacy Policy are collectively referred to herein as the “Agreement”. By accessing the website, you hereby expressly acknowledge and agree to be bound by the Agreement and any future amendments and additions to the Agreement as published from time to time.

Updates and Changes

First Orion reserves the right, at any time, to update, revise, supplement, and otherwise modify this Agreement to impose new or additional rules, policies, terms or conditions on the use of its website. In addition, from time to time we may automatically update and change the website to improve performance, enhance functionality, or address security issues.

Conducting General Business

You grant First Orion a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use any information or material, personal or otherwise, that you provide to us in the registration process, in the feedback area, through any e-mail, or by way of any other feature or use of the website for the purposes of this Agreement.

Restrictions on Use

As a condition of use of the First Orion website, you agree that you will not:

  • Use the website in any unlawful manner, for any unlawful purpose, or in any manner; inconsistent with the terms of this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the website or any operating system;
  • Infringe our intellectual property rights or those of any third party in relation to your use of the website;
  • Transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the website;
  • Use the website in a way that could damage, disable, overload, impair or compromise our systems or security or interfere with other users;
  • Collect or harvest any information or data from the website or our systems or attempt to decipher any transmissions to or from the servers running the website;
  • Use the website to solicit participation in public discussion, debate, comment or activity;
  • Provide false or misleading information about yourself, your business or create a false identity; and
  • Violate any applicable technology control or export laws or regulations that apply to the technology used or supported by the website.

Intellectual Property Rights

All intellectual property rights in our websites throughout the world belong to First Orion (or its affiliates or licensors) and the rights to use them are licensed to you (not sold). You have no intellectual property rights in, or to, the website (including, but not limited to, any information, data, material, text, designs, graphics, pictures, video, photographs, applications, software, audio and other files) other than the right to use it solely for your own personal use, in accordance with the terms of this Agreement. Republication or redistribution of the content, including by framing or similar means, is prohibited.

No Responsibility for Third Party Content

General. You acknowledge that our websites may permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”).

Disclaimer. You acknowledge that First Orion does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites). Furthermore, your access to and use of the Third Party Content and Services is at your sole discretion and risk, and First Orion and its affiliates, partners, suppliers and licensors shall have no liability to you arising out of or in connection with your access to and use of the Third Party Content and Services. First Orion hereby disclaims any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, copyright compliance, decency, legality, or any other aspect of the Third Party Content and Services.

Third Party Terms of Service. You acknowledge and agree that your access to and use of the Third Party Content and Services and any correspondence or business dealings between you and such third party are governed by and require your acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. You assume all risks arising out of or resulting from your transaction of business over the Internet or your use of Third Party Content and Services, and you agree that First Orion and its affiliates, partners, suppliers and licensors are not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers. Furthermore, you acknowledge and agree that this Agreement does not grant you any license to (i) the Third Party Content and Services; (ii) any products, services, processes or technology described in or offered by the Third Party Content and Services; or (iii) any copyright, trademark, patent or other intellectual property right in the Third Party Content or Services or any products, services, processes or technology described or offered therein.

Endorsements. You acknowledge and agree that the provision of access to any Third Party Content and Services shall not constitute or imply any endorsement by First Orion or its affiliates of such Third Party Content and Services.

Availability

It is technically impracticable to provide a fault-free service and First Orion does not undertake to do so. In the event of a fault, First Orion will attempt to restore functionality as soon as it is reasonably practicable. Access to the website may occasionally be suspended or restricted for operational reasons such as maintenance or the introduction of new facilities or products.

Termination

We may terminate your rights to use the website at any time, for any reason or no reason. Cause for such termination may include (a) a breach by you of the terms of this Agreement or your engagement in fraudulent or illegal activities, (b) a request by law enforcement or other government agencies, and/or (c) unexpected technical or security issues or problems.

If we terminate your rights to use the website You must stop all activities authorized by this Agreement, including your use of the website.

Our responsibilities for loss or damage suffered by you

THE USE OF THE WEBSITE IS AT YOUR OWN RISK. FIRST ORION AND ITS AFFILIATES, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE WEBSITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, FIRST ORION AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (II) THE WEBSITE WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (III) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED. FURTHERMORE, YOU ACKNOWLEDGE THAT FIRST ORION HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE WEBSITE. YOU ACKNOWLEDGE THAT THE WEBSITE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE MISUSE OF FAILURE OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY THE WEBSITE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE.

Limitation of Liability

EXCEPT TO THE EXTENT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL FIRST ORION OR ITS AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OR LOSS OF OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, FIRST ORION SHALL HAVE NO RESPONSIBILITY FOR ANY CLAIMS MADE BY YOU OR ANY THIRD PARTY RELATED TO THE WEBSITE OR YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO (I) PRODUCT LIABILITY CLAIMS, (II) ANY CLAIM THAT THE WEBSITE FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT, (III) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION, OR (IV) ANY CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE OF THE WEBSITE TO CONFORM TO ANY WARRANTY, EXPRESS OR IMPLIED. THESE OBLIGATIONS SURVIVE TERMINATION OF THIS AGREEMENT.

The website is for domestic and private use. If you use the website for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

The website is provided for general information only. It does not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the website. Although we make reasonable efforts to update the information provided by our website, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

Mandatory Arbitration/Waiver of Jury Trial

Except for excluded claims below, you and First Orion agree any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims capable in law of being submitted to binding arbitration) (each, a “Claim”) by one party against the other, or the other party’s agents, employees, officers, directors, successors, licensors, assigns or affiliates arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships between the parties, whether pre-existing, present or future, (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), advertising, or any related purchase shall be resolved exclusively and finally by mandatory, confidential, binding arbitration administered by the American Arbitration Association (AAA) in accordance with the provisions of its Rules of Commercial Arbitration (the “Rules”). An arbitration demand must be made within one (1) year of the date on which the party demanding arbitration first had notice of the existence of the Claim to be arbitrated, or the right to arbitration shall be considered to have been waived. The dispute shall be resolved by a neutral arbitrator. Neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The arbitrator shall have the discretion to order a pre-hearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties. The arbitration will be conducted by, and pursuant to the rules of, the American Arbitration Association (AAA). www.adr.org is the AAA website. You can get a copy of the AAA’s rules at its website, including the rules for filing your claim, whether it be by mail or online.  The arbitration hearing must be carried out in the federal judicial district where you live, unless you and First Orion agree otherwise. Judgment upon the award rendered by the arbitrator shall be final and binding on each of the parties and may be entered in any court having jurisdiction thereof. THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT.

The following Claims are not subject to this agreement to arbitrate:

  • Remedies in small claims court for Claims within that court’s jurisdiction, unless these Claims are transferred, removed, or appealed to a different court. If so, either you or we can require the transfer of these Claims to arbitration;
  • Provisional judicial remedies;
  • The exercise self-help remedies and measures that do not involve a court or arbitration; or
  • Compliance with other contractual or mandatory regulatory procedures before a Claim may be brought to arbitration.

Nothing within this section shall restrict the right of First Orion to seek injunctive or any other legal or equitable relief from a court of competent jurisdiction for a violation of this License by you or any third party.

Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND FIRST ORION SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.

Other important terms

  • Assignment.  You shall not assign this Agreement or any rights or obligations herein without the prior written consent of First Orion, and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. You hereby grant First Orion the right to, and you irrevocably acknowledge and agree that First Orion may at any time, transfer all or any part of its rights, benefits, obligations or liabilities (whether express or assumed) under this Agreement to any of its affiliates without requiring your further specific agreement. First Orion agrees to use all reasonable endeavours to provide notice to you of any transfer by way of a posting on the website.
  • Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
  • Data Protection. First Orion will comply with its obligations under applicable data protection legislation and maintain all relevant registrations and notifications, for the purposes of operating the website.
  • Severability.  If any provision of this Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this Agreement, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
  • Third Party Beneficiaries. Nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.
  • Governing Law. This Agreement shall be deemed to take place in the State of Arkansas and shall be governed by and construed in accordance with the laws of the State of Arkansas, excluding its conflicts of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You and First Orion agree that any dispute or claim arising out of or relating to this Agreement, or your use of the website must commence within one (1) year after the dispute or claim accrues. Otherwise, such dispute or claim is permanently barred.
  • Export. You are responsible for complying with all laws and regulations of any country from which you may access the website regarding access, use, export, re-export and import of any content appearing on or available through the website.

Questions

If you have any questions or concerns in relation to this Agreement, please contact First Orion by sending paper mail to the address below or email us at the email address also provided.

First Orion Corp.
Attention: Legal Team
520 Main Street, Suite 400
North Little Rock, Arkansas 72114

privacy@firstorion.com

© 2023 First Orion Corp. All rights reserved.