TERMS OF SERVICE

The OrgVision Solutions website, and all of its related web pages, and locations (collectively referred to and taken together as the “Site”), provides information with respect to OrgVision Solutions’ business, platform, products and services (together with the Site, the “Services”). Therefore, the following “Terms of Service” between OrgVision Solutions, Inc., including wholly owned subsidiaries ActionTrac and SalesBeam (collectively referred to as “Company” or “us”) and “Client” govern Client’s use of the Site, Materials (defined below) and the Services, and Client’s participation in any contests, promotions, sweepstakes, events or programs offered through the Site (“Offerings”).

BY USING THIS SITE OR THE SERVICES, CLIENT AGREE TO THESE TERMS OF SERVICE AND THE ORGVISION PRIVACY POLICY (available here: actiontrac.net/privacy-policy) (THE “PRIVACY POLICY”). IF CLIENT DO NOT ACCEPT THESE TERMS OF SERVICE, CLIENT MAY NOT ACCESS OR USE THE SITE. MATERIALS, SERVICES AND INFORMATION INTENDED FOR USERS OF THE SITE ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE.

If Client and Company have executed a written agreement governing Client’s access to and use of the Services, then the terms of such signed agreement will control to the extent that services agreement conflicts with these Terms.

1. Copyright. The content of the Site and the Services, including all text, images, software, audio and video, links, as well as any such combination and/or compilation of the same (collectively referred to herein as “Materials”), is the property of Company and is protected by U.S. and international copyright laws. Neither the Site nor the Materials may be modified, reproduced, distributed, transmitted, publicly displayed, performed, or otherwise used, in whole or in part, without the prior written consent of Company. No use of Materials on this Site is allowed except as expressly stated herein. Some Materials may be copyrighted by Company’s suppliers, licensees and affiliates. Copyright law also applies to other companies’ advertisements or information presented on this Site.


2. Trademarks. OrgVision, ActionTrac, and SalesBeam (including the Company’s name, logos and Site name) are the trademarks of Company (collectively, the “Trademarks”), within the United States as well as in other countries. Client may not display, make reference to or use the Trademarks, in any manner without prior written permission by Company. All other trademarks, service marks, product and service names and company names or logos that appear on the Site are the property of their respective owners. The use of Company Trademarks on any other website is not allowed. Company prohibits the use of Company Trademarks as a "hot" link on or to any other website unless establishment of such a link is approved in advance by Company.


3. Age of Users. Services and information intended for users of the Site are not for use by children under 13 years of age. Parents and legal guardians may not agree to these Terms of Service on their children’s behalf. If Company becomes aware that a child under 13 has provided or attempted to provide Company with personal information, Company will use best efforts to remove the information permanently from our files. If Client are between the age of 13 and 18 years old, Client may use this Site but only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service. If Client are a parent or legal guardian agreeing to these Terms of Service for the benefit of a child between 13 and 18 years old, be advised that Client are fully responsible for his or her use of this Site and any and all legal liability that he or she may incur.


4. Privacy. By using this Site, Client signifies Client’s ongoing and continuing consent to the Privacy Policy. The Privacy Policy is incorporated into these Terms of Service (together, the “Agreement”). In the event of any inconsistency between the Terms of Service and the Privacy Policy, the Terms of Service shall prevail. Personal information that Client supply to Company, and any information about Client’s use of the Site that the Company obtains from Client will be subject to the Privacy Policy. In addition, Company email addresses are provided solely for user queries relating to the Site. The capture of Company emails for use with unsolicited email is not permitted.


5. Illegal & Unpermitted Activities. Client may not
   1. Copy, transmit, publish, distribute, display or in any other way exploit the Site, Trademarks, Services and/or Materials at any time in any manner;
   2. Use the Site for any illegal, unauthorized or improper purpose;
   3. Use the Site in a way that violates any applicable law or these Terms of Service;
   4. Use the Site to modify or create derivative works of the Trademarks, Materials or Services, or any of each of their respective components;
   5. Aggregate or collect any Materials to construct any kind of database
   6. Use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission;
   7. Take any action that imposes, or may impose in Company’s sole discretion, an unreasonable or disproportionately large load on our infrastructure;
   8. Use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or with any other person’s use of the Site; or
   9. Bypass any measures Company may use to prevent or restrict access to the Site, or otherwise attempt to gain unauthorized access to any portion or feature of the Site, by hacking, password “mining” or any other illegitimate means.


6. Links; Offerings. For Client’s convenience only, Company has provided links within the Site to other websites operated by third parties. Company exhibits no control over such third-party websites and Company is not responsible for their content or the privacy practices thereof. Company makes no representations or warranties and accept no responsibility for the quality, content, nature or reliability of any third-party web site or service accessible by hyperlink from the Site. Client’s correspondence or business dealings with, or participation in promotions of, advertisers found on or through this Site, are solely between Client and such advertiser. This includes payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings. Client agree that Company will not be responsible or liable for any loss or damage incurred as the result of any such dealings.
   
   If Client elect to participate in or access any Offerings, Client may be required to accept other terms with third parties related to those Offerings. Third party Offerings may be governed by separate rules that may contain certain eligibility requirements, such as restrictions to age and geographic location. Client are solely responsible for understanding and complying with all rules associated with third party Offerings. Company exhibits no control over third-party Offerings and Company is not responsible for their practices. Company makes no representations or warranties and accepts no responsibility for the Offerings operated by third parties, and Client’s participation in such Offerings is between Client and such third party. This includes payment and delivery, returns, and refunds, of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings. If such Offerings are provided by Company, then Client’s participation is governed by these Terms of Service.


7. SMS Messaging. Client is responsible for all content transmitted through SMS Messaging in connection with the Services (“Messaging”). Company solely provides Client with the service of sending messages to mobile phones. This service includes, but is not limited to, general updates and emergency notifications. Company is not liable for any consequences, claims, liabilities, or suits brought in connection or related to Messaging by Client. Company does not guarantee the delivery of SMS messages. Delivery is dependent on various factors beyond the Company's control, including but not limited to, network provider issues, recipient mobile phone settings (such as being turned off or in an area with poor signal), and incorrect or out-of-service mobile numbers. While Company offers an "Emergency Text Module" to facilitate urgent communication, it is acknowledged that the effectiveness of this module is subject to the same limitations stated above. The Company is not liable for any consequences, claims, liabilities, or suits that may arise if an SMS message, including those sent for emergency purposes, is delayed or not delivered.


8. Subscriptions. If Client purchases a subscription to our Services ("Subscription"), Client’s Subscription is subject to the following terms:
   
   • Client will receive the service at the frequency and quantity Client select. We will automatically send Client subsequent services based on Client’s previous/current selection unless Client or Company modifies Client’s Subscription frequency or quantity.
   • Client’s Subscription will remain in effect unless and until it is cancelled by Client or Company. We reserve the right to cancel Client’s Subscription at any time, for any or no reason, with or without notice to Client.
   • Client will be charged the recurring fees and charges for Client’s Subscription, plus applicable taxes and shipping and handling ("Subscription Fees") to Client’s default payment method for Client’s first Subscription order. Client will continue to be charged the Subscription Fees unless and until Client cancel or change Client’s Subscription.
   • Client acknowledges and agrees that a chargeback by a credit card company (or similar action by another payment provider) or other nonpayment by Client in connection with the Services, may result in Company suspending, cancelling, or terminating Client’s access to the Services or Client’s Subscription.
   • If Client’s Services or Subscription are cancelled, suspended or transferred for any reason, all Subscription Fees already paid are non-refundable. Client acknowledge that Company is not obligated to make any refunds under any circumstances, except as otherwise set forth herein.


9. Indemnification. Client agree to defend, indemnify, and hold harmless Company from all liabilities, claims, and expenses, including attorney’s fees, that arise from any claim or demand, made by any third party due to or arising out of Client’s use of the Site and for any violation of these Terms of Service. Company reserves the right, at Company’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, in which event Client will cooperate with Company in asserting any available defenses. Further the Client agrees to indemnify and hold the Company harmless from any claims, damages, or losses arising from or related to the use of the Messaging service, particularly in cases where messages are not delivered or are delayed. This includes, but is not limited to, situations where delayed or undelivered messages result in harm or injury.


10. Disclaimer of Warranties. THE SITE, MATERIALS AND SERVICES (TOGETHER, THE “COMPANY ASSETS”) ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE COMPANY ASSETS OR THE OPERATION OF THIS SITE. CLIENT EXPRESSLY AGREE THAT CLIENT’S USE OF THE COMPANY ASSETS AND THE SITE ARE AT CLIENT’S SOLE RISK AND RESPONSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE COMPANY ASSETS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, SUBJECT TO CORRECTION, OR ERROR-FREE OR THAT THE COMPANY ASSETS, INCLUDING ITS SERVERS, ARE FREE OF ANY HARMFUL COMPONENTS. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO CLIENT.


11. Limitation of Liability. IN NO EVENT WILL COMPANY BE LIABLE TO CLIENT, OR TO ANY PARTY CLAIMING THROUGH CLIENT, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE, OR USE OF THE COMPANY ASSETS OR ANY BREACH BY THE COMPANY OF THE AGREEMENT. COMPANY’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, SHALL IN NO EVENT BE GREATER THAN TWENTY-FIVE UNITED STATES DOLLARS ($25.00). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT


12. Changes to Site and Services. Company reserves the right, in its sole discretion, of which Company may choose to do at any time and from time to time, to modify or discontinue, whether temporarily or permanently, the Site, the Services, or the content thereof, with or without notice. Company reserves the right to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes. Client agree that Company will not be liable to Client or to any third party for any modification, suspension, or discontinuance of the Site.


13. Changes to Terms of Service. Company reserves the right, in its sole discretion, to change or modify the Terms of Service, whether in whole or in part, without notice. If Company changes the Terms of Service, Company will post such new terms on the Site and any such changes or modifications will become effective upon posting. Client’s access to and use of the Site, following the posting of any such changes or modifications, will constitute Client’s acceptance of the Terms of Service as revised.


14. Applicable Law, Jurisdiction and Claims. THIS TERMS OF SERVICE IS MADE UNDER, AND WILL BE CONSTRUED ACCORDING TO, THE LAWS OF THE STATE OF CALIFORNIA, U.S.A. The parties agree that the Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United Nations Convention on the International Sale of Goods will not apply with respect to this Agreement or the parties’ relationship. Subject to the last sentence of this section, any claim, dispute or controversy arising out of or relating to this Agreement shall be resolved by arbitration in accordance with the provisions of the commercial or business rules of the American Arbitration Association. The arbitration shall be held in San Diego, CA. Notwithstanding the foregoing, a party may seek preliminary judicial relief (such as a preliminary injunction) from the state and federal courts located in San Diego, CA, if in its judgment, such action is necessary to avoid irreparable damage, and such courts shall have exclusive jurisdiction and venue over all matters relating to such preliminary relief.


15. FCC Compliance. Further Client is solely responsible for using the Messaging Services in compliance with all applicable state or federal laws, regulations, and industry standards and guidelines, including but not limited to the Telephone Consumer Protection Act (“TCPA”), the National and State Do Not Call Registries, the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”) the California Consumer Privacy Act (“CCPA”), telemarketing regulations, state and federal laws governing autodialing and sending of commercial messages, including text messages, and the Mobile Marketing Association’s U.S. Consumer Best Practices for Messaging. This includes, but is not limited to obtaining all necessary consents and authorizations to send SMS messages to Client’s intended recipients as well as opt out policies for Messaging and employee texting. Opt in compliance questions should be addressed to Client’s legal department. Client hereby indemnifies, and agrees to defend, and hold harmless Company from any and all claims related to or arising out of Client’s breach of this section and Client’s violation of any applicable law, including FCC and TCPA requirements.


16. Termination. Company reserves the right to terminate Client’s use of the Site or the Services, including the right to remove any information provided to Company by Client or posted to the Site or Services, in the event that Client violate the Terms of Service, any rules or guidelines posted on this Site, any applicable federal, state or local laws, or for any other reason that Company shall determine in its sole discretion. Client understand that any termination of Client’s account, by Client or Company, may involve the permanent deletion of Client’s data and/or information.


17. Force Majeure. Company is not responsible for damages, delays, or failures in performance resulting from acts or occurrences beyond its reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; any labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; or inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.


18. Copyright Complaints. Company respects Client’s intellectual property rights as well as the rights of other third parties. If Client believe that Client’s work has been copied in a way on the Site that constitutes copyright infringement, please e-mail support@actiontrac.net.


19. Notice. Client agree that Company may provide notice to Client and other information concerning this Site electronically, including any notice to any email address supplied by Client.


20. General Provisions. Client agree to comply with all applicable laws and regulations. The terms and conditions set forth herein constitute the entire agreement between Client and Company with respect to the use of the Site. The waiver by one party of any default of the other party shall not waive subsequent defaults of the same or different kind. If for any reason a court of competent jurisdiction finds any provision of this Terms of Service, or portion thereof, to be unenforceable, that provision of the agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Terms of Service will continue in full force and effect.

Revision Date: April 18, 2024