Terms of Use

Overview

These terms of use ("Terms of Use") are entered into between you ("you" and "your") and Omorpho, Inc. ("Omorpho," "we," or "us"). The Terms of Use govern your access to and use of the Omorpho website at https://www.omorpho.com ("Site") and your use of the Omorpho mobile application ("App"), including any content, functionality and services offered on or through them. The Site and App together are the "Platforms".

By using the Platforms, you agree to be bound and abide by these Terms of Use. Omorpho may terminate your ability to use the Platforms without notice if you do not comply with the Terms of Use. If you do not agree to these Terms of Use, you must not access or use the Platforms.

Omorpho reserves the right to make changes to the Platforms and to the Terms of Use at any time. All changes are effective immediately when posted. Your continued use of the Platforms following the posting of the revised Terms of Use means that you accept and agree to the changes.

All Information Omorpho collects on the Platforms is subject to our Privacy Notice posted on the Platforms. By using the Platforms, you consent to all actions taken by us with respect to your Information in compliance with the Privacy Notice. The Privacy Notice is incorporated into and governed by these Terms of Use. To the extent there is a conflict, the Terms of Use supersede the Privacy Notice.

Intellectual Property

The Platforms and its entire contents, data, features, and functionality (including but not limited to text, graphics, video, logos, button icons, databases, and images) ("Platform Content") are the property of Omorpho or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below.

The Omorpho name and related logos are trademarks and service marks ("Marks") of Omorpho. Omorpho Marks may not be used without advance written permission of Omorpho, including in connection with any product or service that is not Omorpho, in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents Omorpho. Other products or company names mentioned on the Platforms may be trademarks or service marks of their respective owners.

If you believe that any content on the Platforms violates your intellectual property rights, please notify Omorpho as described in Section 10.

Limited License And Prohibited Uses

Omorpho grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content in the United States only as an informative resource while using the Platforms. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of Omorpho is strictly prohibited. You may not download, print, copy, distribute, or otherwise use Platform Content for commercial purposes, including publication, sale, or personal gain. You may not remove any Marks or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform Content.

You may use the Platforms only for lawful purposes and in accordance with these Terms of Use. You agree that you will not:

Use the Platforms in any way that violates any applicable law or regulation.
Use the Platforms for the purpose of exploiting, harming or attempting to exploit or harm anyone in any way.
Send, knowingly receive, upload, download, use or re-use any material that does not comply with the Terms of Use.
Transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
Impersonate or attempt to impersonate Omorpho, an Omorpho employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platforms, or which, as determined by Omorpho, may harm Omorpho or users of the Platforms or expose them to liability.
Use the Platforms in any manner that could disable, overburden, damage, or impair the Platforms or interfere with any other party's use of the Platforms, including their ability to engage in real time activities through the Platforms.
Use any robot, spider or other automatic device, process or means to access the Platforms for any purpose, including monitoring or copying any of the material on the Platforms.
Use any manual process to monitor or copy any of the material on the Platforms or for any other unauthorized purpose without Omorpho's prior written consent.
Use any device, software or routine that interferes with the proper working of the Platforms.
Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platforms, the server on which the Platforms is stored, or any server, computer or database connected to the Platforms.
Attack the Platforms via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Platforms.

Account Registration

To access portions of the Platforms, you may be asked to provide registration details or other Information. It is a condition of your use of the Platforms that all Information you provide is complete, current, and accurate. All Information you provide to register with the Platforms or otherwise is governed by our Privacy Notice, and you consent to all actions Omorpho takes with respect to your Information consistent with our Privacy Notice.

Use and Protection of Login Credentials

You are responsible for maintaining the confidentiality of your user name and password ("Login Credentials"), if applicable. You are responsible for all uses of your account and Login Credentials, whether or not authorized by you. You agree to notify Omorpho immediately of any unauthorized access to or use of your account or Login Credentials or any other breach of security. Omorpho reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in Omorpho's opinion, you have violated any provision of these Terms of Use.

Third Party Content

The Platforms may include content provided by third parties. All statements and opinions expressed by third parties are solely the opinions and the responsibility of the person or entity providing those materials. Those materials do not necessarily reflect the opinion of Omorpho. Omorpho is not responsible for the content or accuracy of any materials provided by any third parties.

Links To Other Web Platforms

Omorpho may provide links to external websites for the convenience of users. The inclusion of an external link on the Platforms does not constitute or imply support or endorsement of any kind. Omorpho does not control those websites, is not responsible for their content or function, and is not responsible for any loss or damage that may arise from your use of them. If you decide to access the third party websites linked to the Platforms, you do so entirely at your own risk and subject to the terms and conditions of use and the privacy notice for such websites.

Apple App Store

If you download the App from a device made by Apple, Inc. ("Apple") or from Apple's App Store, you agree that:

These Terms of Use are between Omorpho and you; Apple is not a party to these Terms of Use.
The license granted to you is limited to a personal, limited, non-exclusive, non-transferable right to install the App on the Apple device(s) authorized by Apple that you own or control for personal, non-commercial use, subject to the usage rules set forth in Apple's App Store Terms of Services.
Apple is not responsible for the App or the content thereof and has no obligation whatsoever to furnish any maintenance or support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.
Apple is not responsible for addressing any claims by you or a third party relating to the App or your possession or use of the App, including without limitation (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
In the event of any third party claim that the App or your possession and use of the App infringes such third party's intellectual property rights, Apple is not responsible for the investigation, defense, settlement, or discharge of such intellectual property infringement claim.
You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
Apple and its subsidiaries are third party beneficiaries of these Terms of Use and upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary hereof.
Omorpho expressly authorizes use of the App by multiple users through the Family Sharing or any similar functionality provided by Apple.

User Contributions

The Site may contain sections that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials ("User Contributions") on or through the Site or to the Company directly.

All User Contributions must comply with the content standards set out below.

Any User Contribution you post to the Site or made available to the Company will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site or to the Company, you grant us and our affiliates and service providers, and each of their and our licensees, successors, and assigns the perpetual right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.

Copyright Complaints; Digital Millennium Copyright Act

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below.

We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to gareth@omorpho.com, (Subject line: "DMCA Takedown Request").

Our designated copyright agent to receive DMCA Notices is:

Gareth Hosford 416 NW 14th Avenue Portland, OR 97209 gareth@omorpho.com

To be effective, the notification must be in writing and contain the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site, with enough detail that we may locate it;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter-Notice : If you believe that your User Contribution that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload or display the content in your User Contribution, you may send a written counter-notice containing the following information to the above-listed Copyright Agent:

your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, the Company will send a copy of the counter-notice to the original complaining party, informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

We may, at our sole discretion, limit access to the Site and/or terminate the account of any user who infringes any intellectual property rights of others.

Children's Data

The Platforms are not intended for children under 13 years of age. Omorpho does not knowingly collect Information from children under 13. If you are under 13, do not use the Platforms or provide any Information about yourself to Omorpho, including your name, address, telephone number or email address.

Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE PLATFORMS AND CONDUCTING TRANSACTIONS RELATED TO them ARE AT YOUR SOLE RISK. WHILE OMORPHO ATTEMPTS TO PRESENT ACCURATE INFORMATION ON THE PLATFORMS, THe PLATFORMS are PROVIDED ON AN "AS-IS" BASIS. OMORPHO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OR CONTENT OF THe PLATFORMs OR ANY OTHER PLATFORMS TO WHICH IT IS LINKED. TO THE EXTENT PERMITTED BY LAW, OMORPHO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

Limitation of Liability

OMORPHO, ITS DIRECTORS, CONTRACTORS, AND ITS EMPLOYEES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THe PLATFORMS OR ANY PLATFORM FOR WHICH IT PROVIDES LINKS, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, PUNITIVE AND CONSEQUENTIAL DAMAGES. YOUR SOLE REMEDY UNDER THESE TERMS OF USE IS TO STOP USING THE PLATFORMS. OMORPHO WILL NOT BE LIABLE FOR ANY REASON IF ALL OR ANY PART OF THE PLATFORMS IS UNAVAILABLE AT ANY TIME OR FOR ANY PERIOD.

THE PLATFORMS INCLUDE CONTENT THAT DESCRIBES PHYSICAL ACTIVITY AND GENERAL WELLNESS. THIS CONTENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS MEDICAL ADVICE OR SERVICES, OR FOR DIAGNOSTIC OR TREATMENT PURPOSES. CONSULT A MEDICAL PROFESSIONAL TO DETERMINE WHETHER THE USE OF THE SERVICE AND ANY OF THE ACTIVITIES DESCRIBED ON THE PLATFORMS ARE APPROPRIATE FOR YOU.

YOU ACKNOWLEDGE THAT THERE IS AN INHERENT RISK OF PERSONAL INJURY FROM SOME OF THE PHYSICAL ACTIVITIES DESCRIBED ON THE PLAFORM, AND YOU ACCEPT THAT RISK. YOU EXPRESSLY AGREE THAT YOUR USE OF The Platforms AND YOUR DECISION TO PARTICIPATE IN ANY ACTIVITIES DESCRIBED on it are AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, OMORPHO IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURIES OR DAMAGES YOU MAY SUSTAIN THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, OMORPHO'S PRODUCTS AND/OR FEATURES. OMORPHO'S MAXIMUM LIABILITY, WHETHER BY STATUTE, IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORMS OR ITS CONTENT, WILL NOT EXCEED $100.

Indemnification

You agree to defend, indemnify and hold harmless Omorpho, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any liabilities, damages, judgments, awards, losses, costs, third party claims, expenses and fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Platforms, including, but not limited to, your content, any use of the Platform Content, services, and products other than as expressly authorized in these Terms of Use.

Limitation On Time To File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORMS MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Injunctive Relief

You agree that a breach of these Terms of Use will cause irreparable injury to Omorpho for which monetary damages would not be an adequate remedy and Omorpho shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security or prove damages.

Waiver And Severability

No waiver by Omorpho of a term or condition set forth in these Terms of Use shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Omorpho to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Notice constitute the sole and entire agreement between you and Omorpho with respect to the Platforms and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platforms.

Term and Termination

These Terms of Use will remain in full force and effect while you use the Platforms. Even after you are no longer a user of the Platforms, certain provisions of these Terms of Use that by their nature are intended to survive will remain in effect, including Sections 1, 2, 9-21, and the Privacy Notice.

You agree that Omorpho, in its sole discretion, may suspend or terminate any account or your access to the Platforms (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.

Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the State of Oregon will govern these Terms of Use and any disputes under them, without giving effect to any principles of conflicts of laws.

Any controversy or claim arising out of or relating to this agreement, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in Multnomah County, Oregon.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

Communications and Contact Information

Omorpho may contact you regarding these Terms of Use or the Privacy Notice using any Information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from Omorpho, you can click on the "unsubscribe link" provided in such communications or contact us at team@omorpho.com.

For all other feedback, comments, requests for technical support, and other communications relating to the Platforms, these Terms of Use, and the Privacy Notice, please contact us at team@omorpho.com or by mail at:

Omorpho, Inc.
ATTN: Legal Department
416 NW 14th Avenue
Portland, OR 97209

EFFECTIVE DATE: September 29, 2022