Terms & Conditions

 
CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE USING THIS WEBSITE. THIS DOCUMENT CONTAINS LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE THIS WEBSITE. USE OF THE WEBSITE CONSTITUTES AN AGREEMENT TO THESE TERMS.

Contractor Management Services, LLC DBA Openforce a Nevada limited liability company, (referred to herein as “Openforce,”) makes certain software, hardware, equipment and other information technology assets, systems and resources (collectively, “System Resources”) available to its customers through an online platform known as ICM Power ® located at the domain https://oforce.com/ (“Website”). For purposes of these Terms and Conditions, the term Openforce, includes Openforce’s owners, principals, members, managers, directors, officers, employees, representatives, agents, and affiliates.

Users are allowed to visit and browse the Website, on condition that they comply with these Terms and Conditions; however, in order to access our System Resources, you must be a registered end user in good standing. This Website is not for use by any minors (defined as those who are not at least of majority age, which is age 18 in jurisdictions), and you must not use this Website if you are a minor.
By using the Website in any manner, including but not limited to visiting or browsing, you are agreeing and accepting to be bound by these Terms and Conditions, all of which constitute a binding agreement between you and Openforce. For purposes of these Terms and Conditions, the words “you” and “end user” are used herein to refer to you and include you and any other person or entity on whose behalf you may be acting. Openforce reserves the right, at its sole discretion, to change, modify, add, or delete all or parts of these Terms and Conditions at any time without notice to you. If you register with Openforce, then, in addition to these Terms and Conditions, you must agree to the terms of our End User Agreement (“EUA”) and the Privacy Policy.

USE OF WEBSITE

You may use the Website solely for your own internal business purposes or personal use and, in any event, for lawful purposes only. You are solely responsible for your conduct and activities on the Website. You agree not to take any action that might affect the security of the Website, render the Website partially or wholly inaccessible to others or otherwise negatively alter or damage the Website and you agree not to use the Website in any manner that might interfere with the rights of end users or any third parties.

PROHIBITED ACTIVITIES

You shall not:

  • access or use the Website if you are not able to enter into legally binding agreements, are a minor or otherwise without the authority and capacity to legally form a contract, or are temporarily or permanently suspended from using the Website;
  • copy, reproduce, modify, distribute, or publicly display the Openforce Content or content from the Website or create derivative works from any such content or the Openforce Content, unless agreed to in advance in writing by Openforce;
  • infringe upon Openforce’s or any third party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity;
  • engage in activities that are defamatory, libelous, unlawful or illegal, threatening, harassing, or impersonate or intimidate any end user (including Openforce’s employees), or falsely state or otherwise misrepresent your affiliation with any person;
  • engage in fraudulent activities;
  • engage in any conduct on the Website that could result in a violation of any applicable law, statute, ordinance or regulation, or that violates these Terms and Conditions;
  • transmit code that may damage, detrimentally interfere with, intercept or expropriate any system, data or personal information;
  • interfere or attempt to interfere with the functionality or proper working of the Website or Openforce’s System Resources;
  • take any action that imposes an unreasonable or disproportionately large amount of information or data on the Website or that adversely affects our ability to operate the Website or our System Resources as determined solely by us;
  • use any robot, spider, scraper or other automated means to access the Website or our System Resources for any purpose whatsoever without our express prior written permission;
  • bypass, disable, or otherwise tamper with any robot exclusion headers or other security measures used to prevent or restrict access to the Website or our System Resources,
  • reverse engineer, modify, adapt or hack any of the Website or our System Resources;
  • create a website which falsely implies that it is associated with Openforce;
  • interfere with Openforce’s relations with third party providers such as ISPs, suppliers and vendors; and/or
  • violate these Terms and Conditions or any applicable law, statute, ordinance or regulation.

INTELLECTUAL PROPERTY

Openforce owns or has all rights to (a) the Website and the domain name, (b) all proprietary and intellectual property on the Website including without limitation, all trade names, taglines, trademarks, service marks, copyrights, and patents, (c) all software, code, technology, and functionality used for, by, or to enable, the Website and/or the System Resources, (d) all documents, information, manuals, and publications and all updates, new versions and derivatives on or produced by the Website, the System Resources, or Openforce in electronic form or hard copy, and (e) all text, designs, graphics, pictures, images, data, and information on the Website (collectively, the “Openforce Content”), all of which is subject to protection by state and federal laws, including, but not limited to, United States copyright laws, patent laws, trademark laws, and international treaties. Except for the limited right granted to you under these Terms and Conditions to use Openforce’s Website and the System Resources, no license in any Openforce Content is hereby granted or transferred to you, and Openforce retains all right, title and interest, including all intellectual property rights, in and to all Openforce Content. There are no implied rights. All rights not expressly granted to you by Openforce are hereby reserved by Openforce. You hereby agree not to otherwise negatively alter or damage the Openforce Content. You hereby acknowledge that the Openforce Content includes information of a confidential or proprietary nature (such as Openforce’s pricing, marketing methodology, and business processes), and you agree to hold such proprietary information strictly confidential and only use it for purposes of exercising your rights as an end user under these Terms and Conditions and you agree not to use or disclose such information to any third party during the term of these Terms and Conditions and for a period of three (3) years after its termination.

The Openforce Content may not be used in any manner that is likely to cause confusion including, without limitation, as part of your business, your trademarks, service marks, trademarks, domain names, or email address, or otherwise in connection with your products or services except as expressly permitted in writing by an authorized officer of Openforce.

CHANGES TO WEBSITE

Openforce reserves the right to modify or terminate the Website for any reason.

NO WARRANTY

OPENFORCE PROVIDES THE WEBSITE AND ALL SYSTEM RESOURCES ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. OPENFORCE SPECIFICALLY DISCLAIMS, TO THE FULL EXTENT PERMITTED BY LAW, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, TIMELINESS, CORRECTNESS, AND NON-INFRINGEMENT WITH RESPECT TO THE WEBSITE AND THE SYSTEM RESOURCES. NO STATEMENT WHETHER VERBAL OR IN WRITING OBTAINED BY YOU FROM OPENFORCE WILL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES THEREFORE, IN SUCH STATES ANY IMPLIED WARRANTY IS HEREBY LIMITED IN DURATION TO THE PERIOD REQUIRED BY SUCH APPLICABLE LAW. YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

LIMITATION ON LIABILITY

OPENFORCE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR INDIRECT, GENERAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL AND/OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, REVENUE, PROFITS, OR USE, OR LOSS OF ANY OTHER ECONOMIC ADVANTAGE), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED TO, THIS THESE TERMS AND CONDITIONS OR YOUR USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, RELIANCE ON, USE OF, IMPROPER USE OF, OR INABILITY TO USE THE WEBSITE, AND/OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, WHETHER OR NOT OPENFORCE HAS BEEN ADVISED OF SUCH DAMAGES.
OPENFORCE’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS AND THE SYSTEM RESOURCES WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO OPENFORCE IN THE PRIOR MONTH OR $100, WHICHEVER IS GREATER. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. OPENFORCE DISCLAIMS ALL LIABILITY OF ANY KIND OF OPENFORCE’S LICENSORS AND SUPPLIERS.

IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OF WARRANTIES AND/OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND TO THE EXTENT THOSE LAWS ARE APPLICABLE NOTWITHSTANDING THE DISCLAIMERS AND LIMITATIONS IN THE ABOVE PARARAPHS, OPENFORCE’S WARRANTIES ARE EXCLUDED AND ITS LIABILITY LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

INDEMNIFICATION

YOU AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY OPENFORCE FOR AND FROM ANY AND ALL CLAIMS, ACTIONS, ADMINISTRATIVE PROCEEDINGS, DEMANDS, COSTS, LOSS, LIABILITY, DELAY AND EXPENSE INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY ARISING OR RESULTING FROM EACH OF THE FOLLOWING: (A) YOUR ACTIVITIES, WHETHER OR NOT WITHIN THE SCOPE OF THESE TERMS AND CONDITIONS, (B) YOUR FAILURE TO ABIDE BY THESE TERMS AND CONDITIONS, (C) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY, (D) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY, (E) ANY INFORMATION OR DOCUMENT UPLOADED TO OR MADE AVAILABLE ON THE WEBSITE OR A SYSTEM RESOURCE,OR (F) YOUR USE OR INABILITY TO USE THE WEBSITE.

RELEASE

YOU RELEASE OPENFORCE FOR AND FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, ARISING FROM, RELATED TO, OR IN CONNECTION WITH, (A) YOUR USE OF THE WEBSITE, (B) THE USE OF THE WEBSITE BY OTHERS, AND (C) YOUR ACTIONS, INACTIONS, AND/OR OMISSIONS AND THOSE OF OTHER END USERS OF THE WEBSITE.

LEGAL COMPLIANCE

By using the Website, you agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website.

SEVERABILITY

If any provision of these Terms and Conditions is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of these Terms and Conditions, and shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

APPLICABLE LAW; JURISDICTION; VENUE

ALL MATTERS ARISING OUT OF THESE TERMS AND CONDITIONS SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF ARIZONA, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW.
THE COURTS OF MARICOPA COUNTY IN THE STATE OF ARIZONA AND THE NEAREST U.S. DISTRICT COURT SHALL BE THE EXCLUSIVE JURISDICTION AND VENUE FOR ALL LEGAL PROCEEDINGS THAT ARE NOT COVERED BY THE ARBITRATION PROVISION. THIS MEANS THAT ANY LAWSUIT ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS OR THE RELATIONSHIP BETWEEN YOU AND OPENFORCE MAY ONLY BE BROUGHT AND HEARD IN MARICOPA COUNTY, ARIZONA. IF YOU OR OPENFORCE FILE SUIT, IT MUST BE DONE IN MARICOPA COUNTY, ARIZONA, AND NO OTHER LOCATION. YOU WILL NOT BE ABLE TO MAINTAIN AN ACTION AGAINST OPENFORCE IN ANY OTHER STATE OR JURISDICTION.

NOTICES

If you have a problem with the Website, then please contact us at 800-742-7508 to report the problem. Notices to us shall be sent by first class U.S. postal mail to: Openforce Attn. Risk Management, 22601 North 19th Avenue, Suite 200, Phoenix, Arizona.

SEVERABILITY

If any of these Terms and Conditions is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of these Terms and Conditions, and these Terms and Conditions shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

FORCE MAJEURE

Openforce shall not be liable for damages for any delay or failure of delivery arising out of causes beyond Openforce’s reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, labor strikes, fires, riots, wars, embargoes, internet disruptions, hacker attacks, or communication failures.

SURVIVAL

Those clauses the survival of which is necessary for the interpretation or enforcement of these Terms and Conditions shall continue in full force and effect in accordance with their terms notwithstanding the expiration or termination of these Terms and Conditions, such clauses to include, without limitation, the following: Warranty Disclaimers, Limitation of Liability, Openforce Content, Security, Notices, Applicable Law, Jurisdiction and Venue, Severability, Force Majeure, and Miscellaneous.

MICELLANEOUS

These Terms and Conditions constitutes the entire understanding of the parties with respect to the subject matter hereof and merges all prior communications, understandings, and agreements. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. These Terms and Conditions are written in English, and English is its controlling language.