OPEN-LINE Customer Experience Improvement Tool^TM and OPEN-LINE Member Experience Improvement Tool^TM Terms and Conditions of Use

ANY PERSON OR ENTITY (“User”) ACCESSING THE OPEN-LINE CUSTOMER EXPERIENCE IMPROVEMENT TOOL™ OR THE OPEN-LINE MEMBER EXPERIENCE IMPROVEMENT TOOL™ (“OPEN-LINE”), ITS WEB SITE AND/OR RELATED SERVICES (collectively referred to as “Services”) OR ANY OF THE INFORMATION CONTAINED THEREIN, AGREES TO AND IS BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF USE. BY USING THE SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. DO NOT USE THE SERVICES IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE.
This Agreement is a legal agreement between the User and IBRC, Inc. (“IBRC”) for the Services to which you subscribe. These Services include access to web-based computer software, hosting services, data storage, database- and related-designs, documentation and training materials, and a variety of online tools and resources to manage customer experience. By using the Services, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not authorized to use the Services.

Please note that IBRC reserves the right, at its sole discretion, to revise, modify, or remove portions or all of these Terms and Conditions of Use, at any time. Please periodically check the following URL https://openlinesoftware.com/company/terms-conditions/ to review possible changes in the Terms and Conditions of Use. Your use of (including any access of OPEN-LINE and this web site) the Services, after such revised Terms and Conditions of Use have been posted on the above URL, shall constitute your consent to the new or revised Terms and Conditions of Use.

1. Fees and Payment
You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. You agree that IBRC may change its pricing at any time and that IBRC will invoice User for subscription renewals on or about (and no more than 30 days prior to) each renewal date.
Payments must be received by IBRC in full and within 30 days of the invoice date to avoid service disruptions.

2. Patent, Copyright, and Trademark Information

The Services are the property of IBRC and its affiliates and licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws.
All title and intellectual property rights in and to the content that may be accessed through use of the Services is the property of the respective content owner and also may be protected by applicable copyright or other intellectual property laws and treaties.
Without limiting any of the foregoing or hereunder, IBRC or any of its licensors or affiliates products, technology, and processes referred to or accessed through the Services may be covered by one or more patents and/or are subject to other trade secret and/or any other proprietary rights. No transfer of grant of any rights under any such patents is made or is to be implied by any provision of these Terms and Conditions of Use or by any other provision contained in the Services, and IBRC and/or its licensors and/or its affiliates reserve all such rights.

3. User Account, Password, and Security

You will receive a username, password, and account designation giving you access to the Services upon completing the registration process. You are responsible for maintaining the confidentiality of this information. IBRC will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password online, by email or by phone. IBRC has no knowledge of your organization structure, if you are registering for the Services as an entity, or your personal relationships, if you are a person. IBRC shall not be responsible for the actions of any individuals who misuse or misappropriate your customer lists or other assets using your username and password.

You agree to immediately notify IBRC of any unauthorized use of your password or account or any other breach of security and to ensure that you exit from your account at the end of each session. IBRC cannot and will not be liable for any loss or damage arising from your failure to comply.

4. User Conduct

You agree that you are responsible for your own use of the Services and that all information, data, text, graphics or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not IBRC, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. IBRC does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such content. Under no circumstances will IBRC be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services.

User agrees not to attempt to damage, deny service to, hack, crack, reverse-engineer, or otherwise interfere (collectively, “Interfere”) with the Services in any manner. If User in any way interferes with the Services, User agrees to pay all damages incurred by IBRC, including any consequential damages, and agrees that the measure of how to determine damages will be the highest estimate of damages as provided by IBRC. IBRC will cooperate with the authorities in prosecuting any User who interferes with the Services or attempts to defraud IBRC.

5. Services and Support

The Services are provided subject to these Terms and Conditions of Use, as they may be amended by IBRC, and any guidelines, rules, or operating policies that IBRC may establish and post from time to time (collectively, the “Agreement”). The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Services. If you are using the Services in your capacity as an employee, you must have the ability to bind your employer by your use of the Services. You must complete the registration process provided at sign up in order to use the Services. You shall provide true, accurate, current, and complete information about yourself as requested. You may from time to time provide IBRC’s service personnel with remote access to your computers and other systems for the purpose of troubleshooting issues that arise in your use of the Service. You hereby waive any claim for damages from any problems that may arise from such access, including without limitation any disruption or damage caused by IBRC or its personnel.

6. Anti-SPAM and Permission Provisions

You hereby acknowledge and agree:
a) The Services may only be used for lawful purposes.
b) The Services may not be used for sending unsolicited email (commonly referred to as “SPAM”).
c) You agree you will not access or otherwise use third-party mailing lists or otherwise prepare or distribute unsolicited email, in connection with the Services.
d) You agree to import, access, or otherwise use only lists for which all listed parties have consented to receive correspondence from you (“Permission Based Lists”) in connection with your use of the Services.
e) You acknowledge and agree that not all email messages sent through use of the Services will be received by their intended recipients.
f) Every check-in email message sent by you in connection with the Services must contain the OPEN-LINE “unsubscribe” text and link that allows the recipient to remove him- or herself from your email list.
g) You will comply with the restrictions on content of email messages and activities using the Services as set forth or referenced in this Agreement.
h) You acknowledge and agree that you are the sole or designated “sender” (as such term is defined in the CAN-SPAM Act of 2003 and any rules adopted under such act) of any email message sent by you using the Services.
i) You agree that the “from” line of any email message sent by you using the Services will accurately and in a non-deceptive manner identify your organization, your product, or your service.
j) You agree that the “subject” line of any email message sent by you using the Services will not contain any deceptive or misleading content regarding the overall subject matter of the email message.
k) You agree to include in any email message sent by you using the Services your valid physical address, which may be a valid post office box meeting the registration requirements established by the United States Postal Service.
l) You agree that in any email message sent by you using the Services you will not include any incentives (for example, coupons, discounts, awards) that encourage a recipient to forward the email message to other recipients.
m) You will adopt and maintain the Privacy Policy, as posted at the following URL
https://openline.ibrc.com/openline/privacy.jsp which may be modified by IBRC from time to time.
n) You agree that, for every email message sent in connection with the Services and for every OPEN-LINE web page reachable by your customers, you acknowledge and agree that IBRC may add an identifying logo or a footer stating “Powered by OPEN-LINE” or “Powered by IBRC, Inc.” or a similar message.

7. Restrictions and Responsibilities

7.1 No Rights in Software. This is an Agreement for services, including access to web-based software; you are not granted a license to any software by this Agreement. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services; remove any proprietary notices or labels from the Services or any software; modify translate, or create derivative works based on the Services; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services.
7.2 Permitted Use of the Services. The Services shall be used for your internal business (which includes civic or charitable) purposes only, and you shall not use the Services for timesharing or service-bureau purposes or otherwise for the benefit of a third party.
7.3 Compliance with Laws and Monitoring. You shall use the Services only in compliance with this Agreement, the federal CAN-SPAM Act of 2003 and regulations thereunder, and all other applicable US, state, local, and international laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation, copyright and trademark infringement, and child protective email address registry laws). Although IBRC has no obligation to monitor the content provided by you or your use of the Services, IBRC may do so and may block any email messages, remove any such content, or prohibit any use of the Services that IBRC believes may be (or is alleged to be) in violation of the foregoing.
7.4 Indemnification. You hereby agree to defend, indemnify, and hold harmless IBRC and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors, and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises for any alleged breach of this Agreement, arises from the content or effects of any messages you distribute using the Services, or otherwise arises from or relates to your use of the Services. In addition, you acknowledge and agree that IBRC has the right to seek damages when you use the Services for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance, and/or consequential damages.
7.5 Your Information. In using the varied features of the Services, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to IBRC. IBRC may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Services, or communicate separately with you. If you accessed the Services as a result of solicitation by an agent or marketing partner of IBRC, IBRC may share your information with the agent or marketing partner and they may share related information with IBRC. Except as described above, IBRC will not provide your information, including your contact and account information, to third parties who you have not authorized to receive such information, except as required by law or court order, including without limitation judicial process and law enforcement, or in the good-faith belief that such action is necessary to comply with law or a court order or if your IBRC account was terminated due to unsolicited commercial email being sent from your OPEN-LINE account. IBRC will never sell or rent your contact or customer lists to anyone without your permission nor will it use your contact or customer lists for its own internal solicitation purposes or for any other purpose other than delivering the Services and acknowledges your ownership right in your customer lists. In the event IBRC amends or revises the policy described in the immediately preceding sentence, it will provide advance notice of such amendment or revision.
7.6 Intellectual Property Rights in Your Content. You agree that you will not upload or transmit any contact lists, communications or content of any type in connection with the Services that infringe, misappropriate, or violate any rights of any party.
7.7 Use of Links. You hereby agree that you will only distribute links to the Services through the Services’ email tool or as a link on your web site. Unless you have a written agreement in effect with IBRC that states otherwise, links to the Services may be provided only in the following manner: (a) links must not suggest or otherwise create the false appearance that IBRC is affiliated with any person or entity, or that IBRC otherwise endorses, sponsors, or is affiliated with any product or service; (b) the appearance, position, and other aspects of any link to the Services may not be such as to damage or dilute the goodwill associated with IBRC’s name and trademarks; (c) all links to the Services, when activated by a user, must not display within a “frame” on the linking web site, or on any other web site.

8. Termination

You may terminate this Agreement at any time by emailing OPEN-LINE Customer Support (support@ibrc.com). THERE ARE NO REFUNDS FOR ANY FEES PAID. YOU ARE RESPONSIBLE FOR TERMINATING YOUR ACCOUNT AND THIS AGREEMENT AND IBRC IS NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT.
IBRC may terminate this Agreement or the Services, disable your account or put your account on inactive status, in each case at any time with or without cause and with or without notice. IBRC shall have no liability to you or any third party because of such termination or action.

IBRC may delete your data 90 days after the date of termination. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers, confidentiality, and limitations of liability.

If your account is classified (at IBRC’s sole discretion) as inactive for over 180 days, IBRC has the right to permanently delete your data. IBRC will use good faith efforts to contact you via email prior to taking any permanent deletion actions.

9. Warranty Disclaimer

USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. IBRC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND IBRC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH ANY OF THESE TERMS AND CONDITIONS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
IBRC MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SERVICES AT ANY TIME. IBRC AND ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES, OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, SERVICES AND RELATED GRAPHICS CONTAINED WITHIN THE SERVICES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, SERVICES, AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.

10. Limitation of Liability

UNDER NO CIRCUMSTANCES WHATSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL IBRC OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “IBRC”) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, IBRC IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF IBRC TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY IBRC TO YOU IN THAT TWELVE (12) MONTH PERIOD.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

11. Miscellaneous

These Terms and Conditions of Use shall be governed by and construed in accordance with the laws of the state of California, USA, and submitted to the exclusive jurisdiction of the courts in San Luis Obispo, California, USA. If any provision of these Terms and Conditions of Use is determined to be invalid or unenforceable, the provision shall be deemed to be severable from the remainder of these Terms and Conditions of Use and shall not cause the invalidity or unenforceability of the remainder of these Terms and Conditions of Use. This is the entire agreement between you and IBRC with regards to the subject matter herein and these Terms and Conditions of Use shall not be modified except as provided herein. IBRC may assign this Agreement, in whole or in part, in its sole discretion. The waiver by IBRC of a breach of any provision of these Terms and Conditions of Use shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different kind. Any waiver of any provision of the Terms and Conditions of Use will be effective only if in writing and signed by IBRC, Inc.

12. Contact Information

If you have any questions about the rights and restrictions above, please contact IBRC by email at: support@ibrc.com.