Terms of Service
Lean Orb Co.
TERMS OF Service
Last Updated Date: December 20th, 2020
Welcome, and thank you for your interest in Lean Orb! We appreciate you reviewing and following these guidelines so that we can continue to be your source for compostable foodservice disposables. These terms of service (“Terms”) are between you and Lean Orb Co. (“Lean Orb,” “we,” “our,” or “us”), and establish the terms that apply to you when you use the Service (as defined below).
BY USING THE SERVICE OR BY CLICKING “I AGREE” YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE TERMS. YOU MAY NOT USE THE SERVICE IF YOU DO NOT AGREE TO THESE TERMS. We are constantly improving the Service, so these Terms may need to change as we do. We can change these Terms at any time, and if we do, we will make reasonable efforts to provide you with prior notice of any material changes. Your continued use of the Service after any change to these Terms means that you accept the new version. You should consult these Terms each time you access the Service to view any changes. These Terms were last modified on the date indicated above.
AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN A DISPUTE. YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING email@example.com WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.
- Use of the Service.
- Service. The “Service” includes: (1) Lean Orb’s website (located at https://leanorb.com) (the “Site”) as may be updated, relocated, or otherwise modified from time to time; (2) the compostable foodservice disposables, and other related products and services (collectively, “Products” made available through the Site); and (3) all content on the Site and all intellectual property rights arising out of or related to the foregoing. Any person who accesses the Site, whether on their own behalf or on behalf of any third party, is a “Visitor.” If the Visitor purchases Products on the Site they become a “Customer.”
- Right to Access. Subject to your compliance with these Terms, Lean Orb hereby grants you a non-exclusive, revocable, non-transferable right to access and view the Site for the purpose of purchasing Products, solely for your personal use, or for internal business purposes if you have completed a purchase order.
- Accounts; Registration; Restrictions.
- Lean Orb Customers. At check-out, you will be prompted to register for a Lean Orb account. If you choose to create an account, you must complete the registration process by providing us with current, complete, and accurate information, as prompted by the applicable registration form.
- Accuracy of Information. You acknowledge that if you provide any information to us that is not current, complete, or accurate, Lean Orb may not fulfill your order of Products, and may terminate your continued access and use of the Service. You agree to update your information if it is no longer current, complete, and accurate.
- Eligibility. You represent and warrant that: (1) you are at least 18 years of age; (2) you have not been previously suspended or removed from the Service; and (3) your registration and your use of the Service is in compliance with all applicable laws. Lean Orb provides the Service from the United States. If you are using the Service from outside the United States, the Service may not be appropriate or permitted under applicable law. It is your responsibility to use the Service in accordance with all applicable law in any jurisdiction that applies to you.
- Credentials. As part of the registration process, you might be asked to select a username, password, or other login credentials. You are responsible for maintaining the security and confidentiality of your login credentials. You agree to notify Lean Orb immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at firstname.lastname@example.org. You are responsible for all use of the Service occurring under your account and all content posted with your account on the Service. You may not share your login credentials with any third party. Lean Orb will not be liable for any loss that you incur as a result of someone else using your login credentials or account.
- Your Responsibilities. You may use the Service solely for lawful purposes, and you may not (and you may not allow or assist any third party to):
- use, copy, modify, create derivative works, install, transfer, or distribute the Service, except as specifically described in these Terms and any usage limitations communicated to you;
- rent, lease, or otherwise permit third parties to use the Service, or reformat, mirror, or frame any portion of the Service;
- circumvent or disable any security features of the Service, or probe, scan, or test the vulnerability of the System;
- gain unauthorized access to the Service, to other Customers’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;
- use the Service to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Service;
- use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or reproduce or circumvent the navigational structure or presentation of the Service or its contents;
- reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Service (except to the extent this restriction is prohibited by applicable law);
- restrict, discourage, or inhibit others from using the Service;
- disclose personal information about a third party or another Customer on the Service or obtained from the Service without the consent of such third party or Customer, or solicit, harvest, or collect information about other Lean Orb Customers without their consent;
- violate any applicable international, federal, state, provincial, or local laws or regulations;
- use the Service in violation of Lean Orb’s or any third party's intellectual property or other rights;
- express or imply that any statements you make are endorsed by Lean Orb, without our prior written consent in each instance; or
- use or access the Service to build a competing service.
We may take any legal action and implement any technical remedies to prevent the violation of these restrictions and to enforce these Terms.
- Payment; Products.
- Payment. All prices are in U.S. Dollars unless otherwise indicated. Certain Products may be purchased with one-time fees, while others may be offered on a subscription basis, and may provide you the option to activate recurring automatic payments for recurring fees. Before you pay any fees, including before activating or updating any recurring payments, you will have an opportunity to review the fees that you will be charged before you accept them. If you activate or update recurring payments through the Service, you authorize Lean Orb or its third-party service providers to periodically charge, until cancellation, all accrued sums. Recurring subscriptions automatically renew unless they are cancelled via a method described in the Service at least 24 hours before the end of the current subscription period.
- Payment Processing. You hereby authorize Lean Orb, or its designated third-party payment processors, to charge the payment method you provide when you place an order. As a condition of Lean Orb enabling payment processing services, you agree to provide Lean Orb with current, accurate, and complete information about you and your payment methods (billing address, credit card number, expiration date, etc.) and you authorize Lean Orb to share it and transaction information related to your use of the payment processing services provided by Lean Orb.
- Products. Prices for Products are subject to change without notice. We do not guarantee that the colors, features, specifications, and details of the Products will be accurate or free of errors, and your device’s display may not accurately reflect the actual colors and details of the Products. We may limit the sales of Products to any person, geographic region, or jurisdiction. We may limit the quantities of any Products that we offer, and may discontinue any Product without notice. We do not warrant that the quality of any Products you purchase will meet your expectations. We may refuse any order you place with us. If we make a change to or cancel an order, we may attempt to notify you by contacting the email, billing address, or phone number you provide. Lean Orb is under no obligation to accept or fulfill an order for a Product that was advertised at an incorrect price, and we may reject or cancel those orders. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
- Shipping. All delivery dates are estimates only. Lean Orb will use commercially reasonable efforts to deliver Products at the times specified upon Customer’s placement of an order. The risk of loss and title for purchased Products pass to you upon our delivery to the carrier. We are not responsible for any shipping delays or loss of Products beyond our control.
- Returns. Lean Orb’s Returns Policy is available at https://leanorb.com/pages/return-policy.
- Lean Orb IP. The Service, including any content, modifications, and updates, and all intellectual property rights therein (collectively, “Lean Orb IP”), is owned by Lean Orb and its licensors. No ownership rights in the Lean Orb IP are transferred to you by these Terms. You do not have any rights in or to the Lean Orb IP except for the limited express rights granted in these Terms.
- Trademarks. You acknowledge that Lean Orb has acquired, and is the owner of, common law or registered trademark rights in the name and word mark "Lean Orb" and in the other marks and design marks displayed on the Service. You acknowledge that these names and marks are famous and internationally known. You will not challenge the validity of, or Lean Orb’s ownership of, the foregoing names or marks, and you waive any rights you may have to do so. You may not use our names or marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing names and marks by you will inure exclusively to Lean Orb’s benefit.
- Feedback. If you give Lean Orb feedback, comments, or suggestions concerning the Service (collectively, “Feedback”), you hereby assign to Lean Orb all right, title, and interest in and to the Feedback, and Lean Orb is free to use the Feedback without payment, attribution, or restriction.
- Confidentiality. In the course of providing the Service, Lean Orb may disclose or make available to you information about its business. You acknowledge that all knowledge, information, and data provided by Lean Orb to you with respect to the business, operations, and marketing of Lean Orb’s products that is not generally known or publicly available, whether or not designated as “confidential,” is Lean Orb’s confidential information and you will not use or disclose such confidential information to any third party without Lean Orb’s prior written consent.
- Usage Data. Lean Orb may collect and analyze data relating to your use of the Service that is aggregated and de-identified in such a way that it is not associated with you (“Usage Data”) and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies (including information provided by third-party analytical tools). Lean Orb may analyze, process, collect, and use Usage Data for any purpose, including for improving the Service and developing new products, services, features, and functionality.
- Consent to Electronic Communications.
- Administrative Communications. By using the Service, you agree that we may communicate with you electronically regarding registration, security, privacy, and administrative issues relating to your use of the Service.
- Consent. You consent to receiving our email newsletter and other marketing-related emails from us. If you wish to remove yourself from our email list for such marketing-related emails, please use the unsubscribe link in any email received from us, or email us with “OPT-OUT”, “UNSUBSCRIBE”, “STOP”, or “REMOVE” in the subject line.
- Term and Termination.
- Term. The term of these Terms will commence on the date on which you first access or use the Service and will continue until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Service, or when you cease using our Site.
- Termination. If you breach (or if Lean Orb suspects you have breached) these Terms, Lean Orb may, in its sole discretion, terminate these Terms and your account and/or limit, suspend, or terminate your access to the Apps or Service, with or without notice. You may terminate these Terms by contacting us at email@example.com.
- Effect of Termination. Upon termination of these Terms, you remain obligated to pay any outstanding fees relating to your use of the Service that were incurred prior to termination. The following Sections of these Terms will survive termination of these Terms: 1.A, 2-7, 8.C, and 9-18. Either party’s termination of these Terms is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these Terms.
- Deactivation. Lean Orb may, without notice to you: (1) restrict, deactivate, or terminate your access to the Service (or any portion); or (2) terminate or modify the Service (or any portion). Lean Orb will not be liable to you or any third party for any termination of or modification to the Service regardless of the reason for such termination or modification. If you are dissatisfied with any termination or modification of the Service, your only remedy is to stop using the Service.
- Representations and Warranties; Disclaimer. LEAN ORB MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, PRODUCTS, THIRD-PARTY SERVICES, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LEAN ORB DOES NOT WARRANT THAT THE SERVICE, PRODUCTS, OR THIRD-PARTY SERVICES WILL SATISFY YOUR REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICE PRODUCTS, OR THIRD-PARTY SERVICES WILL BE UNINTERRUPTED. Some jurisdictions may limit or prohibit warranty disclaimers, and this Section 9 will apply solely to the extent permitted under applicable law.
- Defense. At Lean Orb’s option and request, you will defend Lean Orb, its affiliates, and their respective directors, officers, employees, agents, and contractors (the “Lean Orb Parties”) from any actual or threatened third-party claim, proceeding, or suit arising out of or based on: (1) your breach of any representation, warranty, or covenant in these Terms; (2) your violation of applicable law or any third-party intellectual property, proprietary, or privacy right; (3) any dispute between you and any third party; or (4) your use of the Service in a manner not authorized under these Terms (each, a “Claim”). If Lean Orb requests you to defend a Lean Orb Party from any Claim, Lean Orb will: (a) give you prompt written notice of the Claim; (b) grant you full and complete control over the defense and settlement of the Claim; (c) provide assistance in connection with the defense and settlement of the Claim as you may reasonably request; and (d) comply with any settlement or court order made in connection with the Claim. Notwithstanding the previous sentence, you may not enter into any settlement that involves an admission of guilt or liability of a Lean Orb Party without Lean Orb’s prior written consent. Lean Orb may participate in the defense of a Claim at its own expense and with counsel of its own choosing.
- Indemnification. You will indemnify the Lean Orb Parties from and pay: (1) all damages, costs, and attorneys’ fees finally awarded against a Lean Orb Party in any Claim; (2) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by a Lean Orb Party in connection with the defense of a Claim; and (3) all amounts that you agree to pay to any third party to settle any Claim.
- Limitation of Liability.
- EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LEAN ORB NOR ANY LEAN ORB PARTY WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF LEAN ORB IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
- DAMAGES CAP. LEAN ORB’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (1) THE AMOUNT OF FEES PAID BY YOU TO LEAN ORB DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION); OR (2) $100.
- BASIS OF THE BARGAIN. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Generally. If you are not a resident of the United States, this Section 12 (Dispute Resolution and Arbitration) will only apply to you to the extent applicable law in your country of residence permits. In the interest of resolving disputes between you and Lean Orb in the most expedient and cost-effective manner, you and Lean Orb agree that any dispute arising out of or related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of THESE TERMS. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LEAN ORB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THIS SECTION 13 WILL APPLY TO YOU AND LEAN ORB UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 13.I (OPT OUT).
Whether to agree to arbitration is an important decision. It is your decision to make, and you should not rely solely on the information provided in these Terms, as they are not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.
- Exceptions. Despite the provisions of Section 12.A (Generally), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (3) seek injunctive relief in a court of law; or (4) file suit in a court of law to address an intellectual property infringement claim.
- Arbitrator. Any arbitration between you and Lean Orb will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Lean Orb. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party within the applicable statute of limitations period (“Notice”). Lean Orb’s email address for Notice is firstname.lastname@example.org. The Notice must: (1) describe the nature and basis of the claim or dispute; (2) set forth the specific relief sought; and (3) if you are sending the Notice to Lean Orb, include your name and address (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 45 days after the Notice is received, you or Lean Orb may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Lean Orb must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Lean Orb will pay you the highest of the following: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by Lean Orb in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000.
- Fees; Location; Language. If you commence arbitration in accordance with these Terms, Lean Orb will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Miami, FL, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance-based telephone hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Lean Orb for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. The language of the arbitration shall be English, unless you do not speak English, in which case the arbitration shall be conducted in both English and your native language.
- Confidentiality. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties, and the decisions made by the arbitrator, including its awards, except as required by applicable law and to the extent not already in the public domain.
- No Class Actions. YOU AND LEAN ORB AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ., WHICH ARE NOT COVERED BY THIS SECTION 13 (ARBITRATION)). Unless both you and Lean Orb agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to this Arbitration Provision. If Lean Orb makes any future change to this arbitration provision, other than a change to Lean Orb’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Lean Orb’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Lean Orb. If you do not send such written notice, your continued use of the Service following any such change means that you have consented to such change.
- Enforceability. If Section 12.G (No Class Actions) is found to be unenforceable or if the entirety of this Section 12 (Arbitration) is found to be unenforceable, then the entirety of this Section 12 will be null and void and the exclusive jurisdiction and venue described in Section 16.B (Governing Law) will govern any action arising out of or related to these Terms or your use of the Service.
- Opt Out. Arbitration is not a mandatory condition of these Terms. If you do not want to be subject to this Section 12 (Arbitration), you may opt out by notifying Lean Orb in writing of your decision by sending, within 30 days after the effective date of these Terms, an email to email@example.com, stating clearly your full name, address, and intent to opt out of this Section 12. Should you choose not to opt out within the 30-day period, you and Lean Orb will be bound by the terms of this Section 12. You have the right to consult with counsel of your choice concerning regarding your right to opt out of this Section 12, and you understand that you will not be subject to retaliation if you exercise your right to opt out.
- Protected Activity Not Prohibited. Nothing in these Terms limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding that may be conducted by any international, federal, state, provincial, or local government agency or commission (“Protected Activity”). In connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Lean Orb. In making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Lean Orb confidential information to any parties other than the applicable government agencies.
- Compliance with Applicable Law. Each party will comply with all applicable international, federal, state, provincial, and local laws, regulations, binding regulatory guidance, directives, and governmental requirements in connection with exercising its rights or performing its obligations under these Terms.
- Subcontractors. Lean Orb may use subcontractors or other third parties to perform its obligations under these Terms, but Lean Orb will remain responsible for all such obligations.
- Governing Law. These Terms are governed by Florida State law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Subject to Section 12 (Arbitration), all claims arising under these Terms will be litigated exclusively in the federal or state courts of Miami, FL . The parties submit to the jurisdiction of those courts. In any proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
- Injunctive Relief. If you breach Sections 2 (Accounts; Registration; Restrictions), 4 (Ownership), or 5 (Confidentiality), Lean Orb may suffer irreparable harm, and monetary damages may be inadequate to compensate Lean Orb. Accordingly, Lean Orb may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.
- Further Assurances. You agree to execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in these Terms.
- Assignment. You may not assign these Terms or delegate your performance without Lean Orb’s prior written consent, and any attempt to do so is void. Lean Orb may assign or transfer these Terms without your consent. These Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns.
- Severability. If any provision of these Terms or portion of a provision is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.
- No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.
- Entire Agreement. These Terms constitute the entire agreement and supersede any other agreement of the parties relating to their subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement these Terms.
- Nature of Rights. The licenses granted under these Terms are rights in “intellectual property” within the scope of Section 101 (or its successors) of the United States Bankruptcy Code (the “Code”). Each party as licensee will have and may fully exercise all rights available to a licensee under the Code, including under Section 365(n) or its successors.
- Relationship. Your access to, and use of, the Service, does not create any direct business relationship between you and Lean Orb. You acknowledge and agree that these Terms are not an employment agreement, nor does it create an employment or contractor relationship, between you and Lean Orb; and no joint venture, partnership, or agency relationship exists between you and Lean Orb. YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF LEAN ORB, INCLUDING BY INAPPROPRIATELY USING ANY LEAN ORB IP.
- No Third-Party Beneficiaries. There are no third-party beneficiaries of these Terms.
- Notices. All notices under these Terms must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section 16.L. All notices to Lean Orb will be sent to:
Lean Orb Co.
1951 NW 7th Ave, Suite 600
Miami, FL 33136
- Force Majeure. Lean Orb will not be liable for any delay or failure to perform under these Terms as a result of any cause or condition beyond Lean Orb’s reasonable control (a “Force Majeure Event”), so long as Lean Orb uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes Lean Orb to delay or fail to perform its obligations under these Terms for 30 consecutive days, either party may terminate these Terms.
- Interpretation. If Lean Orb provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in these Terms is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”
- NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, Visitors located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
- Contact Us. If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at firstname.lastname@example.org.