Terms of Service

Olumo Logistics Services

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS A USER AND CUSTOMER AT AND THROUGH THIS INTERNET SITE AND RELATED INTERNET SITES, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

These Terms and Conditions (these “Terms”), together with any documents referenced herein, contain all of the terms and conditions that apply to access to the ordering, purchase and receipt of logistics services and related materials (collectively, the “Services”) by those persons (each, a “Customer”) ordering Services and those employees and end users of Customer authorized by Customer to access, use and utilize the Services (collectively, “Customer Personnel”) at and through the Internet website www.olumo.com and related websites (collectively, the “Site(s)”), as provided by the Site(s)’ proprietor, Olumo, Inc. a Delaware corporation operating from Pleasant Grove, Utah (“Olumo”).  By clicking “I accept” and also by placing an order at or through the Site(s), or any of them, by paying for and receiving any Services, and by utilizing the Site(s) in connection therewith, Customer, freely, voluntarily and with full authority and capacity to do so, agrees to be bound by and accepts these Terms.  If you (as a Customer) do not agree to be bound by all of these Terms, please do not subscribe to service or utilize the Site in connection therewith.  Olumo reserves the right to cancel your Customer Account, and the Customer Account for each of your Customer Personnel, and to discontinue making the Site(s) and all features thereat available to you, as Customer, and to each of your Customer Personnel, should you, as Customer, violate any of these Terms.

1. Scope Of Services

a. Basic Description of Services. Generally, the Services Olumo shall provide to Customer shall consist of communications by Olumo with Customer Personnel through simple text-message and email surveys (collectively, “Surveys”), coordination between Olumo and Customer Personnel regarding the questions to be presented in such Surveys, compilation by Olumo of responses to such Surveys and generation by Olumo of reports (collectively, “Reports”) to Customer regarding the collective responses to such Surveys. In addition, the customer may also subscribe to additional professional services Olumo hereby agrees to provide to Customer the Services and related materials as described in each supplemental order (each, an “Order”, and collectively, the “Orders”) provided by Customer to Olumo and accepted by Olumo in connection with these Terms. The Orders, solely upon Olumo’s acceptance and confirmation of each such Order at and through the Site(s), automatically shall be incorporated herein and integrated herewith by this reference without the need for any amendment of these Terms. In the event of any conflict or inconsistency between these Terms and the terms of any Order, these Terms shall govern and take precedence. Among other things, the Services and related materials shall be provided to Customer and in turn to Customer Personnel through the Site(s), through one or more corresponding Internet or cloud based data management systems that incorporate both computer-based and text messaging media and email (the “System(s)”), through one or more corresponding software as a service platforms that incorporate both computer-based email and text messaging media (the “Platform(s)”), and through other media such as 3rd party providers, etc., each created, operated and/or maintained by Olumo, as appropriate, as originator, or in the case of certain third-party tools and applications by Olumo as licensee.

b. Additional Services. When authorized in writing by Customer, including by verifiable electronic mail by any person with actual or apparent authority to do so on behalf of Customer, Olumo shall furnish other additional services that may be required or needed by Customer and agreeable to Olumo, whereupon the compensation referenced in Section 4, below, shall be equitably adjusted accordingly without the need to amend these Terms. Additional Services shall be commemorated in additional Orders, which shall be accepted and confirmed by Olumo, and which shall then be incorporated in and integrated with these Terms by reference, as set forth in Section 1(a), above.

c. Priority of Terms. In the event of any conflict or inconsistency between these Terms and any materials at any of the Site(s), these Terms shall govern and take precedence.

d. Subcontractors and Sub-Consultants. Olumo shall have full control over the means and methods of performance and provision of the Services. In connection therewith, Olumo shall have the right, but not the obligation, in its sole discretion, to enter into written subcontract agreements and sub-consulting agreements with persons or entities of Olumo’s choice (collectively, the “Olumo Subs”, and each an “Olumo Sub”), any of which may or may not be affiliated or commonly controlled with Olumo. Upon request by Customer, Olumo shall within a reasonable time inform and update Customer as to which of the Services are performed by Olumo Subs, as well as the identity of the corresponding Olumo Subs.

e. Excluded Services. Olumo is not a human resources consultant, and as such, Olumo’s services are limited to presentation of Surveys to Customer Personnel, coordination with Customer regarding the questions contained in each of the Surveys, gathering responses to Survey questions and compiling such responses into readable Reports for Customer’s review. The Reports shall not contain any independent analysis or recommendation for action, it being understood and agreed that Customer is solely and exclusively responsible for Survey questions selected by Customer, for analysis and interpretation of Reports and for all acts and omissions resulting from such Reports; provided that is any of the Reports is not reasonably readable by Customer, Olumo may be required either to edit such Report into readable form or to clarify such Report as requested by Customer.

f. Services Non-Exclusive. Customer acknowledges and agrees that these Terms are non-exclusive and that Olumo may perform similar or non-similar work or services for or on behalf of other parties engaged in the same or other businesses.

2. Terms Subject to Change.

a. General Terms Subject to Change. These Terms may change without prior notice at any time, in Olumo’s sole discretion, including, but not limited to, the protocols for use of the Site(s), access to the Services at and through the Site, pricing of the Services, availability of the Services, availability of the Site(s), System(s) and Platform, materials made available at or through the Site(s) in connection with or in relation to the System(s), Platform(s) or Services, including without limitation features of the Reports, descriptions, and other e-commerce related information and/or functionality.  Olumo reserves the right, its sole discretion, to discontinue the Site(s), or any of them (including Services available thereat), or the System(s) or Platform(s), or any of them, and/or modify the contents of the Site(s).  Customer agrees Olumo will not be liable to Customer for any such discontinuance or modification of the Site(s), or any of them (including features of Services), or the System(s) or Platform(s), or any of them, provided that once an Order is made, processed, confirmed and paid for, Olumo shall provide the Services that are the subject of such Order under the terms set forth in such Order, and Olumo shall continue to make the Site(s), System(s), Platform(s) and Services available as provided in such Order and as otherwise provided in these Terms. Olumo may update the Site(s), System(s) and Platform(s) from time to time in Olumo’s sole and absolute discretion, and any Order shall be subject to such updating.

Price and Payment Terms Subject to Change. Olumo reserves the right, in its sole discretion, to change the price(s) of the Services, and each of them, at any time, such price(s) are subject to change each time Customer accesses the order page for Services at the Site(s). In addition, all payment terms are similarly subject to change by Olumo. Unless and until Customer places an Order at the Site(s) for Services through a corresponding Customer Account (as defined under Section 3(c)(i), below) and such Order is accepted and confirmed as provided under Section 4(a), below, Customer and Customer Personnel shall have no expectations as to price or payment terms based on previous access to and receipt of information at the Site(s).

3. Use, Operation and Maintenance of Site(s), System(s) and Platform(s).

a. Responsibilities of Olumo. Olumo shall exercise reasonable efforts to maintain the Site(s), System(s) and Platform(s) in condition and operating order, or with respect to third-party tools and applications to cause the appropriate third party(s) to so maintain. Olumo shall not be responsible for any inaccessibility of Customer or Customer Personnel due to scheduled maintenance and upgrades of the Site(s), System(s) or Platform(s), or any corresponding Internet servers or software. Olumo shall use reasonable efforts to ensure that any period of inaccessibility shall not exceed 48 hours. In the event that the Site(s), System(s) or Platform(s) become inaccessible, or their operation deviates materially from that provided in these Terms and any applicable confirmed and accepted Order, and such deviation can be replicated by Customer, then Customer shall give written notification of the inaccessibility or the deviation, and in the case of deviations, sufficient information to permit replication and analysis. Upon receipt of notice from Customer of any inaccessibility or deviation, Olumo shall use reasonable efforts to diagnose the cause of the inaccessibility or deviation. Upon completion of the diagnosis, Olumo shall advise Customer of the cause of the inaccessibility or deviation and shall use efforts that it considers to be reasonable in its sole discretion, without charge, to restore access to and use of the Site(s), System(s) and Platform(s) or avoid the deviation. Notwithstanding the foregoing, Olumo shall have no obligation to resolve any inaccessibility or deviation caused by (i) modification of the Site(s), System(s) or Platform(s) by anyone other than Olumo or an Olumo Sub, (ii) use of the Site or Services for any purpose other than intended, (iii) misuse or incorrect use of the Site(s), System(s) or Platform(s), or (iv) malfunction of any Customer computer or any telecommunications services or equipment not under the control of Olumo. Subject to the requirements of this Section 3(a), any inaccessibility exceeding such 48-hour period that is caused by any act or omission of Olumo or any circumstances within Olumo’s control shall result in a corresponding equitable deduction in the fees paid by Customer. Olumo shall provide Customer and Customer Personnel reasonable technical support during Olumo’s business hours. Olumo shall implement, or with respect to third-party tools and applications Olumo shall cause the appropriate third party(s) to implement, the data archive procedures resident in the Site(s), System(s) and Platform(s) at regular intervals, and Customer acknowledges that the liability for loss, destruction or damage to any data Customer or any Customer Personnel may store in at any such Site(s), System(s) and Platform(s) is limited pursuant to these Terms. As between Olumo and Customer, Olumo has the sole right and responsibility to maintain and update the logical and physical organization and structure of the databases and associated files within the Site(s), System(s) and Platform(s). In connection therewith, Olumo, in its sole discretion, shall have authority and access at all times these Terms are in effect to set up, utilize and administer third-party tools and applications for and on behalf of Customer and all Customer Personnel, as well as to make administrative setting changes in all technology platforms and services used and operated by or on behalf of Customer, each as they relate to the Services, Site(s), System(s) and Platform(s).

b. Security. Olumo shall establish and maintain commercially reasonable security measures designed to protect Customer and Customer Personnel from any security breaches at or through the Site(s), System(s) and Platform(s). However, Olumo shall not under any circumstances be responsible for any security breaches caused by, arising from, resulting from or attributable to any factor other than Olumo’s gross negligence or intentional misconduct. Specifically, among other things, Olumo shall have no responsibility for any security breaches caused by, arising from, resulting from or attributable to any features employed by any third party hosting company, it being understood and agreed that neither Customer nor any Customer Personnel may under any circumstances hold Olumo responsible or liable therefor and that Customer and Customer Personnel’s recourse therefor shall be limited to the appropriate third party hosting company or companies.

c. Responsibilities of Customer.

i. Customer and each of the Customer Personnel using the Site(s), System(s) and Platform(s) each shall either create, or be assigned, a unique username as directed or approved by Olumo, which may but is not required to give Customer and each of the Customer Personnel the opportunity to formulate unique usernames and passwords for the individuals whom Customer authorizes to access and use the Site(s), System(s) and Platform(s) through separate accounts designated for Customer and each of the Customer Personnel (each, a “Customer Account”, and collectively the “Customer Account(s)”). As a condition precedent for any of the Customer Personnel to obtain a username and password and have access to the Services and the Surveys, such Customer Personnel must sign off on these Terms and acknowledge their enforceability as to such Customer Personnel in the same manner as these Terms are enforceable as to Customer. Customer shall also have the opportunity to change, or to require Customer Personnel to change, such passwords from time to time in accordance with Olumo’s security policies and protocols, which Olumo shall make known to Customer with reasonable updates, which policies and protocols are incorporated herein and integrated herewith by this reference, with the understanding that in the event of any conflict or inconsistency between these Terms and any such policies or protocols, these Terms shall govern and take precedence. Customer acknowledges and agrees that Customer and all Customer Personnel authorized by Customer to access and use the Site(s), System(s) and Platform(s) shall be responsible for maintaining the confidentiality of the usernames and passwords, and Customer shall be liable for any consequences that may result from their disclosure, including but not limited to any resulting access to, use of, or modification of the Site(s), System(s) and Platform(s) and access to, integrity of and loss of Customer’s data and/or Customer Personnel data or of Customer Content defined in Section 3(c)(ii), below. Customer agrees to accept full responsibility for all activities that occur under the corresponding Customer Account, username and/or password.  Olumo reserves the right to refuse service, terminate accounts, or remove or edit content, including without limitation Customer Content, in its reasonable discretion.  Customer’s username, account and password are non-transferable, except upon written agreement by Olumo, in Olumo’s sole and absolute discretion, and may not under any circumstances be shared except as expressly set forth in this Section 3(c)(i).  Customer agrees to (A) maintain all equipment necessary for Customer’s access to and use of the Site(s), System(s), Platform(s), Services and Customer Account; (b) maintain the security of Customer’s account identification, username, password, Customer Content and any other confidential information relating to each Customer Account of Customer; and (c) take responsibility for all charges resulting from use of each Customer Account of Customer, including without limitation those pertaining to any unauthorized use prior to Customer notifying Olumo of such unauthorized use and taking the legal steps to prevent its further occurrence by contacting Olumo to change Customer’s username and password.

ii. Customer and each of the Customer Personnel, as the case may be, shall have the sole responsibility to input and maintain company data, portfolio data, customer data, vendor data, employee data and other data required for the business activities, affairs and operations, at the Site(s), System(s) and Platform(s), in order for Olumo to provide the Services to Customer. Customer shall maintain its own proprietary content and that of each of the Customer Personnel provided and utilized in connection with the utilization of the Site(s), System(s) and Platform(s) (collectively, “Customer Content”), which Customer Content shall include without limitation Survey questions selected by Customer, Customer Personnel responses to Survey questions and information and input provided by Customer Personnel to Olumo in connection with Surveys and responses thereto, and to test to ensure that Customer Content is processed as expected. Olumo shall exercise reasonable efforts to secure Customer Content, and Customer Content shall be maintained and managed at or through the Site(s) in accordance with Olumo’s Privacy Policy for each applicable Site, which Privacy Policy is incorporated herein and integrated herewith by this reference. In the event of any conflict or inconsistency between such Privacy Policy and these Terms, such Privacy Policy shall govern and take precedence. Except as otherwise expressly provided in these Terms and Olumo’s applicable Privacy Policy, Olumo shall not secure, maintain, test or alter Customer Content in any way. Except as otherwise expressly provided in these Terms and Olumo’s applicable Privacy Policy, Olumo does not warrant that any Customer Content will be maintained or up to date in any manner, and Olumo shall not have any responsibility or liability for any failure to provide Services to Customer or any Customer Personnel as a result of Customer’s failure to maintain and update Customer Content as appropriate. Specifically, Customer shall remain solely responsible for all errors or problems in Customer Content impacting the Site(s), System(s) and/or Platform(s) and/or the functionality thereof with respect to any Services. Except as otherwise expressly provided in these Terms and Olumo’s applicable Privacy Policy, Olumo does not warrant that any Customer Content shall be made available after the time period set forth in Section 3(c)(iii), below.

iii. Customer shall maintain a copy of all Customer Content in an accessible way prior to termination of the Customer Account(s) and access by Customer and Customer Personnel to the Site(s), System(s), Platform(s) and Services. Any Customer Content uploaded to the Site(s), System(s) and Platform(s) shall be for the sole use by Customer, each applicable Customer Personnel and Olumo; provided that Olumo will not share any such Customer Content with any other customer or any third party except as authorized under these Terms (which authorization hereby automatically includes sharing with all Olumo Parties and Olumo Subs, as reasonably necessary to perform the Services under these Terms), or as reasonably necessary to operate and maintain the Site(s), System(s) and Platform(s) as required under these Terms; and provided further that upon termination of the Customer Account(s) and access by Customer and Customer Personnel to the Site(s), System(s), Platform(s) and Services, Customer and Customer Personnel shall have no further ability to access or use the Site(s), System(s) or Platform(s), or any data Customer may have stored thereat.

iv. Spam: Olumo services may not be used for sending any unsolicited messages (commonly known as spam). If Customer is sending solicitations, Customer’s campaign must meet the “prior express written consent” standard under the Telephone Consumer Protection Act.

v. Consent: Text messaging requires prior written consent. The Customer understand that they are solely liable for understanding the legal requirements surrounding text messaging and have worked with their legal counsel to assure that they are in compliance with all federal and local laws. The customer certifies that all data input or provided to Olumo complies with federal and state laws and agrees to indemnify and hold Olumo harmless in all claims. Olumo recommends establishing a management policy on texting during the workday that defines the acceptable uses of cellphones and provides employee consent as part of their onboarding process.

vi. Prohibited Use: Customer hereby acknowledges that they are liable for conforming with all federal, state and local regulations. Customer shall not use Olumo services to engage in any illegal activities, spam, offer emergency services, contain threatening or harassing activity of any kind, discriminate in any way, and any conduct any other illegal or disreputable products or services.

vii. Customer shall designate one or more appropriately qualified employees, agents or representatives of Customer as authorized point(s) of contact of Customer to work in cooperation with Olumo to perform and implement the Services. Such designated point(s) of contact shall have sufficient authority to obtain and transfer to Olumo in a timely manner all end user data, materials, proprietary content files, and other information as reasonably necessary to operate and maintain the Site(s), System(s) and Platform(s) and to perform implement the Services as to Customer, and to assure cooperation from Customer and Customer Personnel.

viii. Customer acknowledges that certain aspects, features and functions of the Site(s), System(s) and Platform(s) shall reside in one or more third-party hosting companies’ computing environment(s), which comprise both servers and telecommunications services, and that certain uses of the capabilities offered by the Site(s), System(s) and Platform(s) may render the Site(s), System(s) and/or Platform(s) inaccessible or may impair the performance of the computing environment(s) for Customer, Customer Personnel and/or Olumo’s other customers. In the event of any such use by Customer, Olumo shall so notify Customer, and Customer and Customer Personnel shall be obligated to put an immediate stop to such use, and Customer will notify Olumo, in writing, that such use has ceased. In the event of Customer’s failure to put an immediate stop to such use, Olumo reserves the right to suspend or terminate any Customer Account(s) and access by Customer and any of the Customer Personnel to the Site(s), System(s), Platform(s) and Services. In the meantime, in the event of any damage or delay suffered by Customer that is caused by, arising from or resulting from any acts or omissions of any third-party hosting company, as opposed to Olumo or a Olumo Sub, Customer agrees that Olumo shall not be liable or responsible for such damage or delay, and Customer agrees that its sole recourse in connection with such damage or delay shall be such third-party hosting company and/or said hosting company’s insurers or sureties. Olumo hereby assigns to Customer any and all rights of Olumo as to Olumo’s relationship with such hosting company for such purpose.

ix. Olumo grants to Customer and each of the Customer Personnel authorized to use and utilize the Services a limited license to access and make personal use of the Site(s), System(s) and Platform(s) solely as needed to receive and utilize the Services set forth in these Terms and the accepted and confirmed Orders incorporated in and integrated with these Terms, and to enforce any rights, duties or obligations under these Terms or any such Order.  This license does not include any resale or commercial use of the Site(s), System(s) and Platform(s) or any contents thereof; any collection and use of any materials posted by Olumo at any of the Site(s), or any listings, descriptions, features, qualifications or related information of Olumo at the Site(s), System(s) and Platform(s); any derivative use of the Site(s), System(s) and Platform(s) or contents thereof; any downloading or copying of account information for the benefit of another; or any use of data mining, robots, cookies or similar data gathering and extraction tools.  Customer and Customer Personnel shall have the ability to post certain limited content at the Site(s) and within the System(s) upon prompting. Neither Customer nor any of the Customer Personnel may resell, sublicense, assign or otherwise allow the use of the Site(s), System(s) or Platform(s) by or for the benefit of any other person, entity or group without the express written approval of Olumo.

x. Customer shall remain solely responsible for all errors or problems in Customer Content impacting the Site(s), System(s), Platform(s) or Services or the performance or effectiveness thereof, maintaining and providing any necessary operating environments in which Customer and any of the Customer Personnel utilize or apply the Site(s), System(s), Platform(s) or Services, errors caused by third party software or hardware or the configuration of such items as they relate to such access, utilization or application, and interruptions in access to the Site(s), System(s) or Platform(s) or other downtime attributable to any internet provider of Customer or any of the Customer Personnel.

xi. The Site(s), System(s), Platform(s) and Services are intended for educational purposes only. Customer shall remain solely responsible for all of Customer’s hiring, employment and contracting determinations and determination of, compliance with and satisfaction of all legal requirements applicable to Customer’s employees, independent contractors and consultants. Olumo makes no representations or warranties as to any such requirements. Any advice sought by Customer in relation to any such legal requirements should be obtained from duly qualified legal counsel.

xii. Other than page caching, neither Customer nor any of the Customer Personnel is authorized to download or modify the Site(s), System(s) or Platform(s), or any portion thereof. Unless otherwise authorized in writing by Olumo, neither Customer, nor any of the Customer Personnel, nor any other third-party is authorized to deep link to any web page contained at the Site(s) (i.e., no links are permitted under any circumstances from third-party websites to any page of the Site(s) other than a Site’s home page).  Such links are expressly prohibited.  In addition, neither Customer, nor any of the Customer Personnel, nor any third party may link any Site’s home page in such a manner as to create a reasonable possibility or likelihood of confusion by users of a third party website as to the true ownership or sponsorship of any of the Site(s) and/or as to the existence or lack thereof of some affiliation or other relationship between Olumo and the third party and/or its website.

xiii. Neither Customer nor any of the Customer Personnel may post or transmit through any of the Site(s) or the System(s) any content, item or material, or otherwise access or utilize the Site(s), System(s) or Platform(s) in any way, in any manner that violates or infringes in any way upon the rights of others, which is unlawful, misleading, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, confidential or proprietary to third parties, or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, which is inconsistent with the non-religious and non-political purposes of the Site(s), System(s) and Platform(s), or which contains advertising or any solicitation with respect to products or services, each as determined by Olumo in its sole discretion.  Customer and each of the Customer Personnel are also prohibited from using any of the Site(s), System(s), Platform(s) or Services in any way that restricts or inhibits any other user or customer of the Site(s), System(s), Platform(s) or Services from using or enjoying the Site(s), System(s), Platform(s) or Services. Also, Customer shall not use any of the Site(s), System(s), Platform(s) or Services for any illegal purpose, including but not limited to, uses in violation of the CAN-SPAM Act of 2003, or in violation of any privacy laws.

xiv. Olumo may enact, implement and enforce reasonable rules of use as promulgated and amended from-to-time by Olumo in its reasonable discretion regulating the use of the Site(s), System(s) and Platform(s) by Customer and Customer Personnel, and Customer agrees to be bound by and to bind each of the Customer Personnel to such rules. In the event of any conflict or inconsistency between these Terms and such rules, these Terms shall govern and take precedence. Breach of such rules or this section may result in the offending information being removed by Olumo, or Olumo’s termination of the Customer Account(s) and/or access by Customer and/or any Customer Personnel to the Site(s), System(s), Platform(s) and Services.  

d. Materials Posted by Others.

i. Customer understands and acknowledges that Olumo cannot, does not and will not monitor all material posted or transmitted by customers, users and third party information providers at the Site(s), System(s) and Platform(s). Although Olumo has no obligation to review or remove any such content in general, Olumo reserves the right to remove any content posted at the Site(s), System(s) or Platform(s) at any time for any reason in its reasonable discretion, including without limitation copyrighted content or other proprietary information of any kind that has been posted or linked to without the express permission of the owner of that material. Decisions in such regard shall be made by Olumo in its reasonable discretion after actual notice of such posting and in no event or circumstance shall be construed as giving rise to any duty or obligation to review or remove in the future.

ii. The Site(s) and System(s) contain information, data, software, photographs, graphs, videos, typefaces, graphics, audio and other material (collectively, “Site Content”).  Olumo does not control the Site Content supplied by parties other than Olumo or any Olumo Subs.  Any opinions, advice, statements, services, offers, and/or other information that constitute part of Site Content expressed or made available by third parties and not by Olumo or any Olumo Subs are those of the respective authors or distributors and not of Olumo or any Olumo Sub.  In many instances, the Site Content available through the Site(s) represents the opinions and judgments of the respective party or user not under contract with Olumo.  Unless clearly, expressly and unequivocally indicated elsewhere, Olumo does not necessarily endorse, support, sanction, encourage, verify, or agree with the comments, opinions, suggestions, statistics or statements posted by parties other than Olumo anywhere at the Site(s) or System(s) or elsewhere in connection with the Services. Neither Olumo, nor any Olumo Party nor any Olumo Sub, makes any warranties with respect to any of the data featured or mentioned on or at the Site(s) or System(s) with the Services unless provided directly by Olumo or an Olumo Sub as actually authorized by Olumo. Any information or material placed online by parties other than Olumo, including advice and opinions, are the views and responsibility of those who post the materials, and do not necessarily represent the views of Olumo or any Olumo Party. Under no circumstances shall Olumo or any Olumo Party be liable for any loss, damage or harm caused by Customer’s or any of the Customer Personnel’s reliance on information obtained through the Site(s), System(s), Platform(s) or Services unless provided directly by Olumo or by an Olumo Sub with Olumo’s actual authorization. It is the responsibility of Customer to evaluate the information, opinion, advice or other Site Content available through the Site(s) or System(s) and not provided directly by Olumo or an Olumo Sub. Customer agrees that Olumo is not responsible, and shall have no liability to Customer or any of the Customer Personnel, with respect to any information or materials posted by any party other than Olumo or an Olumo Sub with Olumo’s actual authorization, including without limitation defamatory, offensive or illicit material, or material that violates these Terms, and Customer, for itself and for all Customer Personnel, accordingly unconditionally releases Olumo, all Olumo Parties and all Olumo Subs from any and all liabilities and claims related to such information and materials posted by third parties that are not Olumo Subs actually authorized by Olumo.

iii. With the use of the Site(s), System(s) and Platform(s), Customer and Customer Personnel might have the ability to link to other, non-Olumo Internet content and to upload their own non-Olumo provided content, programs and materials at the Site(s) or into the System(s) or Platform(s) for use by Customer and Customer Personnel. Customer shall be solely responsible for obtaining access authorization from any and all content sources Customer chooses to utilize that are not Olumo or an Olumo Sub, and Customer shall indemnify and hold Olumo, all Olumo Parties and all Olumo Subs harmless from any and all costs, expenses, injuries, damages and claims that are attributable to any use of content, programs and materials uploaded or linked to by or through Customer or any of the Customer Personnel and not directly by Olumo or an Olumo Sub. Olumo has no control over such third-party sites or the content within them. Olumo cannot and does not guarantee, represent or warrant that the content contained in such third-party sites is accurate, legal or inoffensive. Olumo does not endorse the content of any third-party site, nor does Olumo warrant that such third-party sites will not contain viruses or otherwise impact Customer and/or Customer Personnel’s computers. Olumo does not assume any responsibility or liability for the actions, product, services, and content of all these and any other third parties. If Customer or any of the Customer Personnel chooses to link to or use a third-party website, Customer and such Customer Personnel should carefully review such third party’s privacy statement and other terms and conditions of use. By using the Site(s) and System(s) to search for or link to any third-party site, Customer agrees and understands that Customer may not make any claim against Olumo or any of the Olumo Parties for any damages or losses, whatsoever, resulting from Customer’s use of or access to the Site(s) and System(s) to obtain search results or to link to any third-party site.

4. Compensation

a. Base Compensation. For access to and use of the Site(s), System(s), Platform(s) and Services, Customer shall subscribe on a month to month basis or may choose to pay annually at a discount for services. Initial payment, either in the form of an annual payment or via credit card or EFT, must be received by Olumo as a condition precedent to Olumo’s acceptance and confirmation of an Order, and Olumo shall not under any circumstances be bound to any Order unless and until such payment is received by Olumo.

b. Timing and Manner of Payment. Automated payments for subscription services will be charged on the day that you subscribe for services on a prorated basis to the end of the month. Then billing will run between the 1st and 5th of the month. All payments are made in advance. In the event an Order requires anything other than pre-determined regular payments, then on the last day of each month, Olumo shall provide Customer with an invoice itemizing those amounts charged under Sections 4(a), above, corresponding to each accepted and confirmed Order, or else a single invoice itemizing charges for each such Order, and Customer shall pay the balance of each such invoice within thirty (30) calendar days of receipt. In any event, Customer shall make payment with a single check for the total amount invoiced, except as otherwise approved by Olumo in its sole discretion. Such payment shall be directed to Olumo in person or else by mail at the address set forth in the corresponding Order, to the attention of Accounts Receivable. In the event any payment amount is not received by Olumo within thirty (30) calendar days after such payment is due, Customer shall owe to Olumo a late fee in the amount of one percent (1.5%) of the total amount due and not paid for each month it remains unpaid, which Customer acknowledges is a reasonable estimate of otherwise difficult to calculate damages and administrative costs associated with untimely payment. In the event any payment is not received by Olumo within thirty (30) calendar days after such payment is due, Olumo may but is not obligated to deactivate the Site(s), System(s) and Platform(s) as to Customer and any or all Customer Personnel as a non-exclusive remedy for default under these Terms, such remedy to be in addition to Olumo’s right to terminate the Customer Account(s) and access by Customer and/or any Customer Personnel to the Site(s), System(s), Platform(s) and Services, and to exercise any other right or remedy at law or in equity. In the event of any deactivation, Customer must pay to Olumo a reactivation fee of $100.00, together with all amounts due and owing under invoices to date, in order to regain access to the Site(s), System(s) and Platform(s).

c. Effect of Payment. Except as provided in these Terms, any payment to Olumo under these Terms shall operate as a release of any claims which Customer may be entitled to make in relation to Services that are covered by such payment.

5. Independent Contractor.

No relationship of employment is created by these Terms, it being understood that in agreeing to these Terms and providing Services hereunder, Olumo is at all times acting and performing solely as an independent contractor. Neither Olumo nor Customer is authorized to be the agent or legal representative of the other for any purpose whatsoever. Neither Olumo nor Customer shall have the authority or power to make any commitments of any responsibility expressed or implied in the name of the other or to assume or create any obligation or shall be liable for any acts or omissions of the other. All employment, insurance and tax matters and filings shall be handled accordingly.

6. Confidentiality and Intellectual Property.

In connection with these Terms and each of the Orders, and Customer and Customer Personnel’s access to, and purchase, use and utilization of, the Site(s), System(s), Platform(s) and Services as set forth in these Terms and in each Order, Olumo might provide, and Customer and/or Customer Personnel might receive, certain confidential and proprietary information concerning one or more businesses, products, materials and/or services of Olumo (collectively, the “Olumo Items”), which Olumo deems to be highly proprietary and valuable.

a. Scope of Confidentiality Protection. For the purpose of this Section 6, “Olumo Confidential Information” shall include all information, whether written or oral, that is prepared, uniquely known and/or provided by Olumo, any member of Olumo, and/or any affiliate, parent, subsidiary, principal, member, officer, director, employee, agent, representative, predecessor, successor or assign of any of them that is not Customer or a Customer Party defined below (collectively, the “Olumo Parties”, and each an “Olumo Party”), including without limitation that related to prospective development of the Olumo Items, or any of them, descriptions, compositions and features of the Olumo Items, or any of them, operational, logistical, financial, physical, legal and other practical requirements for the Olumo Items, or any of them, expected financial gains to be realized from the Olumo Items, or any of them, identities of parties potentially involved with the Olumo Items, or any of them, including without limitation actual and prospective vendors, contractors, consultants, distributors, suppliers, and other business partners of Olumo related to the Olumo Items, or any of them, prospective impacts of the Olumo Items, or any of them, and other information related to the Olumo Items, or any of them, or Olumo’s ongoing or prospective involvement with the Olumo Items, or any of them, which is not readily available to the public. For the purpose of this Section 6, “Olumo Confidential Information” shall also mean (i) the contents of these Terms, with the understanding that the existence of these Terms and Customer’s general obligation of confidentiality under this Section 6 may and should be disclosed to all third parties who seek or might receive any Olumo Confidential Information, (ii) all terms, conditions and features related to Customer and Customer Personnel’s access to, or purchase, use or utilization, of the Site(s), System(s) and Platform(s) as set forth in these Terms and in any Order, (iii) all Olumo Intellectual Property, as defined in Section 6(b), below, (iv) non-public information related to any and all Olumo Items developed, performed or generated by or for Olumo or any of the Olumo Parties, and (v) proprietary information relating to the business, operations, methodologies, technologies, personnel, vendors, financial condition or procedures of Olumo or any of the Olumo Parties, including without limitation any such information concerning Surveys and Survey questions and related methodologies, which is not generally known to the public and that, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary. Olumo Confidential Information shall include any information, whether or not labeled “confidential”, that by its nature could be deemed to be confidential, sensitive, privileged and/or proprietary information of Olumo or any of the Olumo Parties. Customer shall disclose Olumo Confidential Information solely as necessary to access, use and utilize the Site(s), System(s), Platform(s) and Services, as set forth in these Terms and in any applicable Order, and Customer shall consider and utilize Olumo Confidential Information solely for such purposes. Olumo Confidential Information may be disclosed orally, visually, and in written form (including but not limited to electronic or other media).

b. Olumo Intellectual Property All intellectual property rights in any way related to any Olumo Confidential Information provided by or through Olumo or any of the Olumo Parties to Customer is hereby acknowledged to remain in the exclusive possession of Olumo, the applicable Olumo Party, or the applicable licensor thereof (the “Olumo Licensor”), as appropriate, and any rights to or interests in such Intellectual Property, or any permutation or derivation thereof, or any improvement thereto, are hereby fully disclaimed, waived and renounced by Customer in favor of Olumo, the applicable Olumo Party, or the applicable Olumo Licensor, as appropriate, subject to the limited license provided in Section 3(c)(vii), above. For the purposes of this Section 6(b), “Olumo Intellectual Property” means all intellectual property owned, licensed (as licensee) or otherwise prepared for the benefit of Olumo and/or any of the Olumo Parties, arising from or in respect of, or that might arise from or relate to, the following, whether protected, created or arising under the laws of the United States or any other jurisdiction, whether or not registered with any governmental authority: (i) all patents and applications therefor, including continuations, divisionals, continuations-in-part, reexaminations, or reissues of patent applications and patents issuing thereon (collectively, “Patents”), (ii) all trademarks (registered or common law marks), service marks, trade names, service names, brand names, trade dress rights, logos, domain names, Internet URL addresses, corporate names and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof (collectively, “Marks”), (iii) all copyrights and registrations and applications therefor, works of authorship and mask work rights (collectively, “Copyrights”), (iv) all discoveries, concepts, ideas, research and development, know-how, formulae, inventions, compositions, manufacturing and production processes and techniques, technical data, data compilations, text information and materials, graphics, procedures, designs, drawings, specifications, databases, and other proprietary and confidential information, whether or not displayed, maintained or accessed on, at or through the Site(s), System(s) or Platform(s), including without limitation survey question lists, equipment lists, software and hardware information, product lists, vendor lists, user lists, customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals of Olumo and/or any of the Olumo Parties, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Marks, Copyrights or Patents, (v) all software, including all source code and open source code, and all related documentation; (vi) all artwork, designs, images, photographs or other content displayed, illustrated or otherwise used on or in connection with Olumo’s websites, including without limitation the Site(s), or any websites of any of the Olumo Parties, or otherwise used in connection with Olumo or any Olumo Items, and (vii) all other technology and know-how uniquely in the possession of Olumo and/or any of the Olumo Parties.

c. Restrictions Regarding Olumo Intellectual Property. Neither Customer, nor any affiliate, parent, subsidiary, principal, officer, director, employee, agent, representative, predecessor, successor, assign, legal or financial advisor, contractor or consultant of Customer (including without limitation any Customer Personnel), in any event excluding Olumo, any applicable Olumo Party or any applicable Olumo Licensor (collectively, the “Customer Parties”, and each a “Customer Party”), may apply for a right in any Olumo Intellectual Property, or use or utilize any Olumo Intellectual Property for any purpose other than that provided under Section 3(c)(vii), above, except upon the express written consent of an actually authorized representative of Olumo in Olumo’s sole and absolute discretion, whether or not any Olumo Intellectual Property has been issued, registered, or in any other way afforded any rights by the United States Patent and Trademark Office, the United States Copyright Office, or other similar administrative agency. To the extent Customer or any Customer Party may claim any rights, direct, derivative or otherwise, related to any Olumo Intellectual Property, other than the limited license provided under Section 3(c)(vii), above, Customer hereby disclaims, and shall cause each Customer Party to disclaim, such rights, and hereby assigns, and shall cause each Customer Party to assign, such rights to Olumo. Customer agrees to execute and to cause each Customer Party to execute, and in the alternative hereby grants to Olumo, and shall cause each Customer Party to grant to Olumo, power of attorney to execute and record in Customer’s stead, and in each Customer Party’s stead as applicable, any and all documentation, including without limitation disclaimers and assignments of Olumo Intellectual Property rights, as necessary to document publicly, legally, and officially the exclusive ownership of all Olumo Intellectual Property referenced in Section 6(b), above, by Olumo, the applicable Olumo Party, or the applicable Olumo Licensor, as appropriate. Neither Customer, nor any third party, may market, utilize, reuse or redistribute any Olumo Intellectual Property, except as authorized hereunder or except as approved in writing by an actually authorized representative of Olumo. With the exception of the limited license under Section 3(c)(vii), above, no license or other right of any kind in any Olumo Intellectual Property is granted or otherwise provided to Customer, to any Customer Party or to any third-party in relation to these Terms or Customer’s use of the Site(s), System(s), Platform(s), Services, or any of them, or access by Customer and/or any Customer Personnel to, coordination regarding, selection of questions for and receipt of Reports in response to any Surveys provided at or through the Site(s), System(s), Platform(s), or any of them. Neither Customer nor any Customer Party may frame or utilize any framing techniques to enclose any Olumo Intellectual Property or Olumo Confidential Information. Neither Customer nor any Customer Party may use any metatags or other hidden text utilizing Olumo Intellectual Property. Any unauthorized use terminates the permission or license granted by Olumo under Section 3(c)(vii), above, whereupon Olumo may but is not obligated to terminate the Customer Account(s) and access by Customer and any Customer Personnel to the Site(s), System(s), Platform(s) and Services. The Site(s) and System(s) contain copyrighted material, trademarks and other proprietary information, which may include text, software, photos, video, graphics, music and sound.  Olumo owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it.  Neither Customer nor any Customer Party may modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Site(s) or System(s)’ content, in whole or in part.  Except as otherwise expressly permitted under copyright law or expressly allowed herein, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of Olumo.  In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.

d. Restrictions Regarding Disclosure of Olumo Confidential Information to Third Parties. Customer shall, and shall cause each Customer Party to, hold Olumo Confidential Information, whether delivered before or after the date hereof, in strict confidence and shall refrain from and cause each Customer Party to refrain from: (i) providing, copying, disclosing, divulging or otherwise making available any Olumo Confidential Information to any other person or entity without the prior written consent of an actually authorized representative of Olumo, in Olumo’s sole discretion; and (ii) removing or permitting to be removed from such Olumo Confidential Information any notice indicating the confidential nature of, or Olumo’s proprietary right in and to the Olumo Confidential Information. Customer shall, and shall cause each Customer Party to, exercise at least the same degree of care and protection with respect to Olumo Confidential Information that Customer or such Customer Party, as applicable, would exercise with respect to Customer’s (or such Customer Party’s) own confidential, sensitive, privileged and/or proprietary information, which in no event shall be less than the highest level of care for the industry. Customer shall, and shall cause each Customer Party to, take all precautions necessary to ensure that the Olumo Confidential Information shall not be, or permitted to be, shown, copied or disclosed to other parties, except as expressly provided in this Section 6. In the event of written consent to disclose Olumo Confidential Information to any other party, including without limitation Customer Personnel, Customer shall, and shall cause each Customer Party to, advise that other party of his/her/its obligations with respect to the Olumo Confidential Information, and have that party acknowledge in writing that the terms and conditions of this Section 6 may be directly enforced by Olumo against him/her/it as a condition to such disclosure. Customer or the Customer Party, as applicable, shall provide an original of such written acknowledgment to Olumo, if so requested by Olumo. In any event, Customer or such Customer Party, as applicable, shall disclose the Olumo Confidential Information to the other only as necessary for the purposes authorized in writing by an actually authorized representative of Olumo. In addition, Customer or such Customer Party, as applicable, shall ensure that confidentiality notices are included on copies of Olumo Confidential Information so provided and shall account for the return or destruction of the Olumo Confidential Information and all reproductions thereof, if so requested by Olumo. In any event, Olumo consents to disclosure of Olumo Confidential Information by Customer to any Customer Party, including without limitation Customer Personnel, or such Customer Party’s employees, contractors, consultants and advisers as necessary for the purposes set forth in Section 3(c)(vii), above, provided such disclosures are subject to the remaining requirements of this Section 6 and Section 14(h), below.

e. Exception for Customer Content. Any proprietary Customer Content that is collected or generated through use or utilization of the Site(s), System(s), Platform(s), Services or any of them, shall be deemed confidential information of Customer, which Customer may freely use and disclose as Customer sees fit. Customer shall be solely responsible for the accuracy, quality, integrity, reliability, appropriateness, legality and intellectual property ownership or right to use all of the Customer Content, and Customer shall have indemnity obligations to Olumo therefor and in relation thereto as provided in Section 12, below. Customer represents and warrants that (i) Customer has the appropriate authority, license or other rights to use all such Customer Content and to provide such Customer Content as contemplated in these Terms; (ii) Customer has and will maintain all rights, consents and approvals required to grant to Olumo the rights to access, use, adapt, display and modify Customer Content in accordance with this Section 6(e) and will upon Olumo’s request provide proof of the same; and (iii) Customer shall not knowingly infringe upon the intellectual or other proprietary rights of any third party. Customer hereby grants to Olumo a nonexclusive, irrevocable, transferable, perpetual, worldwide, royalty-free and fully paid-up license to access, use, adapt, display and modify any and all Customer Content that is collected or generated through use and utilization of the Site(s), System(s), Platform(s), Services, or any of them, for any legal purpose, including without limitation to perform Olumo’s Services and other obligations under these Terms, to enforce these Terms, to analyze, transfer and use such Customer Content in an aggregated form from which all personally identifiable information has been removed, for purposes of benchmarking system performance, preparing statistics, system metrics and other purposes, and to market the Site(s), System(s), Platform(s), Services and Olumo’s other products, services and endeavors, as well as the right to sublicense such rights to any holding provider and other third parties as necessary for Olumo to do so or as may be reasonably necessary or appropriate in connection with the operation, maintenance, repair, updating, development, improvement or other activities of and through the Site(s), System(s) and Platform(s) and performance of services, functions and endeavors by Olumo.

f. Ownership of Olumo Confidential Information. Subject to the license set forth in Section 3(c)(vii), above, all Olumo Confidential Information, including reproductions thereof, shall be deemed to be and remain the exclusive property of all Olumo (or all Olumo Party or all Olumo Licensor, as appropriate), and no ownership rights of any kind in and to any all Olumo Confidential Information are transferred hereby, hereunder or in connection herewith to Customer, any Customer Party or any third party. Customer acknowledges that Customer does not acquire any such ownership rights by accessing and utilizing copyrighted material or otherwise using the Site(s), System(s), Platform(s) or Services, or any of them.  All rights are reserved.

g. Other Exceptions to Confidentiality. The foregoing obligations of confidentiality shall not apply to any Olumo Confidential Information, which: (i) is or becomes available to the public through no act or omission of Customer, any Customer Party or any party in violation of the terms and conditions of this Section 6 or any other confidentiality or non-disclosure agreement; (ii) was already known by Customer at the time of the disclosure by Olumo, as evidenced by Customer’s written records existing prior to the date of Olumo’s disclosure; (iii) is lawfully obtained from a person or entity other than Olumo or Customer without any obligation of confidentiality or non-disclosure; (iv) is approved for release by Olumo’s written authorization, but only to the extent of such authorization and subject to the further requirements set forth in Section 6(d), above; (v) is required by law or regulation to be disclosed to any person, but only: (A) to the extent and for the purposes of such required disclosure and (B) after first giving Olumo reasonable notice of such required disclosure and reasonable opportunity to contest such required disclosure; (vi) is disclosed in response to a valid order of a court or other governmental body or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and only if Customer first promptly notifies Olumo of the order and permits Olumo to seek an appropriate protective order; or (vii) is developed independently by or for Customer by personnel not having access to any Olumo Confidential Information.

h. Reverse Engineering / Independent Development. Notwithstanding any other provision of this Section 6 or these Terms, Customer shall not (and Customer shall not use any third party to), and Customer shall cause each Customer Party not to (and not to use any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to discern the design, structure, internal workings, or other technology incorporated in any Olumo Confidential Information.

i. Restrictive Covenant. In consideration of any Olumo Confidential Information, which Customer or any Customer Party will receive or have access to, in connection with the Site(s), System(s), Platform(s), Services and Olumo Items, Customer shall not, and Customer shall cause each Customer Party not to, use or utilize any Olumo Confidential Information to: (i) directly or indirectly sell to, solicit or divert, or attempt to sell to, solicit or divert any customer, client or business affiliate of Olumo for the purpose of or with the result of (A) competing with Olumo with respect to the Site(s), System(s), Platform(s), Services, or any of them, or any similar products, services or endeavors, (B) altering, modifying, diverting or precluding the development of any Olumo business relationship involving the Site(s), System(s), Platform(s), Services, or any of them, or any similar products, services or endeavors, or (C) otherwise interfering with business transacted with Olumo with respect to the Site(s), System(s), Platform(s), Services, or any of them, or any similar products, services or endeavors; or (b) directly or indirectly solicit or attempt to solicit, encourage, induce or entice Olumo’s employees, contractors, suppliers or consultants to terminate or modify their employment, engagement or business relationship with Olumo with respect to the Site(s), System(s), Platform(s), Services, or any of them, or any similar products, services or endeavors.

j. Obligation to Notify and Assist. Customer agrees to immediately notify Olumo of any unauthorized use or disclosure of any Olumo Confidential Information related to Customer or any Customer Party’s possession of such Olumo Confidential Information or any other breach of this Section 6 and these Terms, and Customer agrees to cooperate in every reasonable way to help Olumo regain possession of any misused or mis-disclosed Olumo Confidential Information and prevent (or limit to the extent possible) its further unauthorized use or disclosure.

k. No Warranty. Except as clearly and expressly provided in this Section 6(k) and in Section 8, below, all Olumo Confidential Information is provided “as-is, where-is”. Olumo makes no warranty, express or implied, regarding the timeliness, accuracy, performance or completeness of any Olumo Confidential Information, except to the extent Olumo actually knows of or actually discovers any inaccuracies, errors or omissions in such information, in which event Olumo hereby warrants that it will promptly either correct or complete such information or report comprehensively and fully all inaccuracies, errors and omissions in such information.

7. Non-Disparagement.

Customer shall not at any time, directly or indirectly through third parties, actively or passively, disparage, question, criticize or otherwise make reference to any of the Site(s), System(s), Platform(s) or Services, or to Olumo or any Olumo Party, or to any actions or failures to act of Olumo or any Olumo Party, or cause others to do so, if the effect of such action(s) reasonably could be anticipated to result in any harm to or adverse impact upon the reputation, business, interests or relations of Olumo or any Olumo Party, or to the morale among the work force of Olumo or any Olumo Party.

8. Limited Warranty and Disclaimers.

a. Limited Warranty. Olumo warrants that, during the term of the Agreement, Olumo will use reasonable efforts to operate and maintain the Site(s), System(s), Platform(s) and Services in good working order to the extent reasonably practicable, and all information provided directly by Olumo or the Olumo Subs through the Site(s), System(s), Platform(s) or Services will be accurate to the best of Olumo’s knowledge. Olumo further warrants that to the best of its knowledge all Services will be performed by competent, well-trained, appropriately qualified personnel, and Olumo will exercise commercially reasonable efforts to ensure that all Services will be performed in accordance with the applicable industry standards and any technical or functional specifications set forth at the Site(s) or in an applicable Order. Notwithstanding any other provision of these Terms, the foregoing warranties shall not apply to the following: (i) any errors or problems caused by any breach of any obligations of Customer or any of the Customer Personnel under these Terms; (ii) any application, modification of the Site(s), System(s), Platform(s) or Services in any way other than as expressly provided in these Terms; (iii) any improper use of the Site(s), System(s), Platform(s) or Services; (iv) any use of the Site(s), System(s), Platform(s) or Services except as expressly provided for in these Terms and the accepted and confirmed Orders; (v) any errors or problems in Customer data, including without limitation Customer Content, impacting the Site(s), System(s), Platform(s) or Services or performance or effectiveness thereof; (vi) any failure by Customer or any of the Customer Personnel to maintain and provide any necessary operating environment in which Customer and/or any Customer Personnel use, access, apply or utilize the Site(s), System(s), Platform(s) or Services; (vii) any errors caused by third-party software or hardware (other than that originated by a Olumo Sub, for which Olumo assigns any warranties provided by the Olumo Sub in connection therewith as Customer’s sole and exclusive remedy, and for which Customer’s sole recourse shall be against such Olumo Sub and not in any event or under any circumstance against Olumo) or the configuration of such items as they relate to such access, utilization or application; or (viii) any interruptions in access to the Site(s), System(s), Platform(s) or Services or other downtime attributable to any Internet provider of Customer or any Customer Personnel.

b. Exclusive Remedy. In the event of any failure by Olumo or by the Site(s), System(s) or Platform(s) to perform, in any material respect, in accordance with the warranties set forth in Section 8(a), above, the only liability of Olumo to Customer, and Customer’s sole and exclusive remedy, shall be to terminate the Customer Account(s) and any pending Orders with ninety (90) calendar days prior written notice to Olumo, within which time Olumo may cure such failures to avoid such termination, and if Olumo does not cure such failures within such ninety (90) calendar day period, or in the event a cure is not possible or practicable within such ninety (90) calendar day period if Olumo does not commence a cure within such period and diligently continue it to completion, Customer may proceed with such termination, at which point Customer and Customer Personnel shall stop using the Site(s), System(s), Platform(s) and Services, and any related liability shall be as limited under Section 9, below.

c. Disclaimers NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 6(k) AND SECTIONS 8(a) AND 8(b), ABOVE, OLUMO DOES NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE(S), SYSTEM(S), PLATFORM(S) OR SERVICES, OR ANY OTHER SERVICES, PRODUCTS, PROGRAMS, FEATURES OR DATA PROVIDED BY OR THROUGH OLUMO. THE LIMITED WARRANTIES SET FORTH HEREIN IN SECTIONS 6(k) AND 8(a) ARE EXCLUSIVE AND IN LIEU OF, AND CUSTOMER HEREBY DISCLAIMS AND WAIVES ALL OTHER REPRESENTATIONS AND WARRANTIES OF OLUMO AND ALL OLUMO SUBS AND OLUMO PARTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS OR ANY RIGHTS OF CUSTOMER. THE SITE(S), SYSTEM(S), PLATFORM(S) AND SERVICES, AND ALL OTHER SERVICES, PRODUCTS, PROGRAMS, FEATURES AND DATA PROVIDED BY OR THROUGH OLUMO ARE OTHERWISE DONE SO TO CUSTOMER AND THROUGH CUSTOMER STRICTLY ON AN “AS IS, WHERE IS” BASIS. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY WARRANTED BY OLUMO IN SECTIONS 6(k) AND 8(a), ABOVE, OLUMO AND ITS LICENSORS DO NOT WARRANT THAT THE SITE(S), SYSTEM(S), PLATFORM(S) OR SERVICES, OR ANY OTHER MATERIAL OBTAINED BY CUSTOMER OR ANY OF THE CUSTOMER PERSONNEL THROUGH THE SITE(S), SYSTEM(S), PLATFORM(S) OR SERVICES, OR ANY OTHER SERVICES, PRODUCTS, PROGRAMS, FEATURES OR DATA PROVIDED BY OR THROUGH OLUMO, OR ANY USE OR OPERATION THEREOF: (i) WILL MEET THE REQUIREMENTS OR EXPECTATIONS OF CUSTOMER OR ANY CUSTOMER PERSONNEL; (ii) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (iii) WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (iv) WILL OPERATE IN THE COMBINATIONS THAT CUSTOMER OR ANY OF THE CUSTOMER PERSONNEL MAY SELECT FOR USE, OR THAT ALL ERRORS THEREIN WILL BE CORRECTED; (v) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (vi) WILL GENERATE DATA OR OTHER RESULTS THAT ARE COMPLETE OR USEFUL FOR CUSTOMER’S PURPOSES. IT IS THE RESPONSIBILITY OF CUSTOMER TO EVALUATE THE COMPLETENESS OR USEFULNESS OF ALL DATA AND MATERIALS GENERATED THROUGH THE USE OF THE SITE(S), SYSTEM(S), PLATFORM(S) AND SERVICES FOR CUSTOMER’S PURPOSES. CUSTOMER AGREES THAT NO INCONSISTENT STATEMENT MADE BY A REPRESENTATIVE OR OTHER EMPLOYEE OR AGENT OF OLUMO WITH RESPECT TO A REPRESENTATION, WARRANTY OR OTHER TERM OR CONDITION OF THESE TERMS OR WITH RESPECT TO THE SITE(S), SYSTEM(S), PLATFORM(S) OR SERVICES, OR ANY OTHER SERVICES, PRODUCTS, PROGRAMS, FEATURES OR DATA PROVIDED BY OR THROUGH OLUMO, SHALL SUPERCEDE THESE TERMS, AND SPECIFICALLY THE DISCLAIMERS PROVIDED IN THIS SECTION 8(c), WHICH SHALL GOVERN AND TAKE PRECEDENCE IN THE EVENT OF ANY CONFLICT, AMBIGUITY OR QUESTION OF INTERPRETATION. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT OLUMO EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, CUSTOMER’S COMPLIANCE WITH ANY LAW OR REGULATION APPLICABLE TO CUSTOMER OR THOSE AUTHORIZED BY CUSTOMER TO USE OR UTILIZE THE SITE(S), SYSTEM(S), PLATFORM(S) AND SERVICES.

9. Limitation of Liability

a. Limitations and Exclusions IN NO EVENT SHALL OLUMO BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR LOST PROFITS, LOST BUSINESS, LOST DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTION OR LOSS OF PRODUCTION) FOR ANY CLAIM IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH OR IN ANY MANNER RELATED TO THESE TERMS, WHETHER BASED ON CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY) OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT WHERE OLUMO’S ACTS AND OMISSIONS HAVE CONSTITUTED GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL WRONGDOING. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OR ANY ACCEPTED AND CONFIRMED ORDERS, IN NO EVENT SHALL OLUMO BE RESPONSIBLE OR LIABLE FOR (i) ANY CORRUPTION, DAMAGE, LOSS OR MISTRANSMISSION OF DATA; (ii) THE SECURITY OF DATA DURING TRANSMISSION VIA ANY INTERNAL NETWORKS OR EQUIPMENT OF CUSTOMER OR ANY OF THE CUSTOMER PERSONNEL OR VIA PUBLIC TELECOMMUNICATIONS MEDIA OR FACILITIES; (iii) HARDWARE, SOFTWARE, OR OTHER ITEMS OWNED BY CUSTOMER OR ANY OF THE CUSTOMER PERSONNEL OR THAT ARE THE PROPERTY OF A THIRD PARTY THAT IS NOT AN OLUMO SUB; OR (iv) ANY OTHER MATTERS OR ITEMS FOR WHICH CUSTOMER IS EXPRESSLY MADE RESPONSIBLE, OR FOR WHICH OLUMO IS DECLARED NOT TO BE RESPONSIBLE, UNDER THESE TERMS. CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER THE SITE(S), SYSTEM(S), PLATFORM(S) AND SERVICES ARE SUITABLE FOR THE INTENDED USES OF CUSTOMER AND CUSTOMER PERSONNEL. CUSTOMER UNDERSTANDS THAT USEAGE MAY NOT BE UNINTERRUPTED AND ERROR-FREE. IF CUSTOMER OR ANY OF THE CUSTOMER PERSONNEL IS A CALIFORNIA RESIDENT, THEN BY ACCEPTING THESE TERMS CUSTOMER IS WAIVING CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.

b. Maximum Aggregate Liability. EXCEPT WHERE OLUMO’S ACTS AND OMISSIONS HAVE CONSTITUTED GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL WRONGDOING, THE TOTAL AGGREGATE LIABILITY OF OLUMO UNDER OR IN RELATION TO THESE TERMS, AND THE SITE(S), SYSTEM(S), PLATFORM(S) AND SERVICES, OR ANY OTHER SERVICES, PRODUCTS, PROGRAMS, FEATURES AND DATA PROVIDED BY OR THROUGH OLUMO, OR ANY OTHER MATTER COVERED BY THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER ARISING OUT OF BREACH OF CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY) OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO DATE BY CUSTOMER UNDER AND IN RELATION TO THESE TERMS. THE LIMITATIONS OF LIABILITY UNDER THIS SECTION 9 SHALL NOT APPLY ONLY TO THE EXTENT SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED BY APPLICABLE LAW. IN JURISDICTIONS WHERE ANY SUCH LIMITATIONS ARE PROHIBITED, THOSE THAT ARE NOT PROHIBITED SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE MAXIMUM DAMAGES AND TOTAL AGGREGATE LIABILITY OF OLUMO SHALL NOT EXCEED THE STATUTORY LIMIT.

c. Acknowledgment Customer and Olumo acknowledge that they have reached agreement on base compensation and other charges set forth in these Terms in reliance on the disclaimers of warranty and limitations and exclusions of liability set forth in these Terms and that the same form an essential basis of the bargain between the Customer and Olumo. Sections 8 and 9 of these Terms allocate the risks under these Terms between Olumo, on one hand, and Customer, on the other, and are viewed by such parties as an integral part of the business arrangement between them. The pricing and other terms and conditions of these Terms reflect this allocation of risk and the limitations specified herein. Each of Customer and Olumo has a duty to mitigate the damages and losses that would otherwise be recoverable from the other pursuant to these Terms (including under any indemnity) by taking appropriate and commercially reasonable actions to reduce or limit the amount of such damages or losses.

10. Indemnity.

Subject to the limitations set forth in Sections 8 and 9, above, Customer and Olumo, and each of them, shall indemnify, defend, protect and hold each other, and each other's employees, officers, principles, directors, agents, representatives, successors and assigns harmless from and against any and all actions, causes of action, demands, liabilities, losses, damages, injuries, costs, or expenses, of whatever kind in nature, including attorney's fees and reasonable expenses incurred in connection with these Terms, to the extent arising or resulting from, caused by or pertaining to the breach or violation of any duties, obligations or responsibilities under these Terms, or the negligence, willful misconduct or otherwise wrongful conduct of the indemnifying party, or any third party for whom the indemnifying party is legally responsible (in the case of Olumo, the Olumo Subs; in the case of Customer, all Customer Parties), in relation to these Terms, except to the extent the damage or liability is caused by the breach or violation of any duties, obligations or responsibilities under these Terms, or the negligence, willful misconduct or otherwise wrongful conduct of the indemnified party of any third party for whom the indemnified party is legally responsible (in the case of Olumo, the Olumo Subs; in the case of Customer, all Customer Parties). Notwithstanding the other provisions in these Terms and the accepted and confirmed Orders, Customer is responsible for ensuring that the Customer Parties, and all of them, comply with the terms, conditions, restrictive covenants and applicable legal requirements related to these Terms, and shall be responsible, jointly and severally, for communication with the Customer Parties, and all of them, in relation thereto. Customer and its signatory under these Terms shall therefore be jointly and severally responsible for indemnification under this Section 10 in the event of any failure to do so. Customer and Olumo agree to notify each other immediately upon the making of any claim or institution of litigation or dispute resolution proceedings giving rise to any obligation of indemnity under these Terms. Notwithstanding the provisions of this Section 10, no claim or litigation which is based in whole or in part upon allegations arising form activities undertaken pursuant to these Terms shall be settled by the indemnified party without the advance written approval of the indemnifying party, which approval shall not unreasonably withheld or delayed.

11. Termination.

Olumo or Customer may terminate the Customer Account(s) and any pending Orders for cause upon written notice if the other breaches or defaults in any of its material obligations, duties or responsibilities under these Terms or any applicable Order, and such breach is not cured within ninety (90) calendar days following receipt of written notice thereof, or in the event such breach cannot reasonably be cured within such time period, such cure is not commenced within such ninety (90) calendar day period and diligently continued to completion. In the Customer Account(s) and pending Orders are terminated, Customer shall provide payment for all Services provided as of the date of the termination. Customer’s and each of the Customer Personnel’s access codes for the Site(s), System(s), Platform(s) and Services shall be terminated immediately upon termination of the Customer Account(s), and Customer and each of the Customer Personnel shall thereupon have no further ability to access or use the Site(s), System(s), Platform(s) or Services.

12. Applicable Law.

All claims and disputes related to these Terms shall be settled in accordance with the Dispute Resolution provisions set forth in Section 13 of these Terms. Interpretation and performance of these Terms shall be in accordance with and pursuant to the substantive laws of the State of Utah, without regard to principles of conflicts of laws.

13. Dispute Resolution.

Any dispute, controversy or claim that may arise under or in relation to these Terms, or any interpretation or enforcement of these Terms, or any transactions contemplated hereunder (each, a “Dispute”, and collectively, “Disputes”) shall be submitted to a mediator located in the State of Utah to any arbitration or other action. The mediator’s fees and expenses shall be shared equally by the parties, who agree to exercise their best efforts in good faith to resolve all disputes in mediation. Mediation begins on the date one party sends written notice to the other requesting mediation and presenting in the notice the matter to be mediated. The mediation shall conclude when all parties thereto sign an agreement that resolves the subject of the mediation. If no agreement is reached within sixty (60) calendar days after the date of the original written notice, the mediation is considered unsuccessful. In the event any Dispute cannot be settled by the parties informally or through mediation, the Dispute shall be submitted to binding arbitration before a mutually agreeable arbitrator in Salt Lake County, Utah. In the event the parties cannot agree on an arbitrator, the presiding judge of the Superior Court of Salt Lake County, Utah, shall decide who the arbitrator shall be. The arbitrator shall have the discretion to enter any award permissible under applicable law, and such award shall be enforceable exclusively in a state or federal court of competent jurisdiction in Salt Lake County, Utah. Customer hereby consents to the personal jurisdiction of such courts located in Salt Lake County, Utah, for such purpose. CUSTOMER ALSO HEREBY WAIVES RIGHT TO A JURY TRIAL. Should any arbitration or other legal proceeding concerning any provision of these Terms or the rights and duties of any person or entity in relation hereto be commenced among the parties, or should any party institute any proceeding in a bankruptcy or similar court which has jurisdiction over any party or any or all of such other party's property, the party or parties prevailing in such arbitration or proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for their attorneys’ fees and court costs in such arbitration or proceeding which fees and costs shall be determined by the arbitrator or court, as the case may be, in such proceeding or in a separate action brought for that purpose.

14. Miscellaneous Provisions.

a. Assignment. None of a party's rights, obligations or claims under or with respect to these Terms or the Services may be assigned, in whole or in part, by such party without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

b. Invalid Provisions / Severability. If any provision of these Terms is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; these Terms shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part (t)hereof; and the remaining provisions of these Terms shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or its severance from these Terms. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part hereof a provision as similar in terms, but in any event no more restrictive than, such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

c. Inconsistency Among Terms. Except as expressly otherwise provided in these Terms, where any provision or term, in whole or in part, of any contract documents related to these Terms conflicts with or is inconsistent with the express provisions of these Terms, then the provisions of these Terms shall control, and the provisions or terms of the related contract documents shall be deemed to be inapplicable and void.

d. Entire Agreement. These Terms, together with all accepted and confirmed Orders and other documents, agreements and undertakings incorporated herein and integrated herewith by reference, represent the entire agreement between Olumo and Customer and modify and supersede any prior agreements executed by Olumo and Customer with respect to the subject matter hereof. There are no promises, terms, conditions, or obligations between Customer and Olumo other than those contained or otherwise referenced (t)herein. 

e. Modification. Except as otherwise expressly provided herein, these Terms may not be changed, modified, or amended without the written consent of an actually authorized representative of both Olumo and Customer.

f. No Waiver. Failure on the part of Olumo to complain of any act or failure to act of another party or to declare another party in default, irrespective of how long such failure continues, shall not constitute a waiver by Olumo of its rights hereunder. Any waiver by Olumo of any default of another party shall not affect or impair any right arising from any other or subsequent default. Nothing herein shall limit Olumo’s remedies and rights under and pursuant to these Terms.

g. Interpretation; Construction. The headings set forth in these Terms are for convenience only and shall not be used in interpreting these Terms. They are not to be construed as a part of these Terms, and they in no way define, limit or amplify the provisions of these Terms. These Terms have been drafted by legal counsel representing Olumo, but Customer has had an opportunity to review these Terms and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of these Terms.

h. Injunctive Relief. Customer recognizes and agrees that a breach of any of the provisions of Sections 6 and 7 of these Terms will constitute immediate and irreparable harm to Olumo’s valuable business relations, for which damages cannot be readily calculated and for which damages and other remedies at law constitute an inadequate remedy. In the event that Customer or any Customer Party attempts or threatens to violate any obligations under such Sections 6 and 7, above, Olumo shall have, in addition to any other remedies available to it, the right to injunctive relief enjoining any further breaches by Customer or such Customer Party, as the case may be, and notwithstanding the provisions of Sections 12 and 13, above, Olumo shall be entitled to seek such relief in any court of competent jurisdiction in Salt Lake County, Utah, without the need to prove damages. Customer hereby consents to the personal jurisdiction of such courts for such purpose and agrees that in the event such relief is granted, Customer shall also pay Olumo’s reasonable attorney’s fees in connection with the same.

i. Force Majeure. Olumo shall not under any circumstances be liable for any damages or penalty for any delay in performance of, or failure to perform, any obligation hereunder or for failure to give Customer prior notice thereof when such delay or failure is due to the elements, acts of God, government regulation, political instability, acts of war, acts of terrorism, power outages, changes in law, internet disruption or other causes beyond Olumo’s control.

j. Notices. Any notice to be given under these Terms shall be in writing and shall be deemed to have been given when personally served, when mailed by certified or registered mail, or when submitted by verifiable electronic mail, addressed to the Customer’s address and to Olumo’s address as designated on the most recent accepted and confirmed Order or as set forth in connection with the Customer Account, to the attention of those designated therein. The addresses and/or contact points may be changed from time to time by either Customer or Olumo by serving notice as provided in this Section 14(j).

k. Survival. The respective rights and obligations of the parties under Sections 3(c)(iii), 5 through 10 and 12 through 14 of these Terms shall survive the termination of the Customer Account(s) and access by Customer and Customer Personnel to the Site(s), System(s), Platform(s) and Services.

BY CLICKING AGREEMENT AS PROVIDED AT THE SITE(S), CUSTOMER UNDERSTANDS, ACKNOWLEDGES AND CONFIRMS THAT CUSTOMER AND EACH OF THE CUSTOMER PERSONNEL HAVE READ THESE TERMS TO COMPLETION, FULLY UNDERSTAND ALL PROVISIONS HEREIN, UNDERSTAND THAT CUSTOMER AND EACH OF THE CUSTOMER PERSONNEL HAVE GIVEN UP SUBSTANTIAL RIGHTS BY AGREEING TO THESE TERMS, AND ACCEPT AND AGREE TO BE BOUND BY THESE TERMS FREELY AND VOLUNTARILY.  CUSTOMER AND EACH OF THE CUSTOMER PERSONNEL ACKNOWLEDGE THAT SUCH PARTIES HAVE RECEIVED VALUABLE CONSIDERATION IN RELATION TO THEIR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THESE TERMS, WHICH CUSTOMER AND EACH OF THE CUSTOMER PERSONNEL UNDERSTAND TO BE A PREREQUISITE TO THEIR ABILITY TO ORDER, PURCHASE, RECEIVE AND PARTICIPATE IN ANY SERVICES, TO USE AND UTILIZE THE SITE(S) AND TO ACCESS, PARTICIPATE IN, USE AND UTILIZE THE PLATFORM(S) AND SYSTEM(S).  FINALLY, CUSTOMER AND EACH OF THE CUSTOMER PERSONNEL UNDERSTANDS THAT THESE TERMS, TOGETHER WITH THE PROVISIONS AND CONDITIONS OF EACH CORRESPONDING ORDER AND ANY DOCUMENTS INCORPORATED (T)HEREIN AND INTEGRATED (T)HEREWITH BY REFERENCE, SHALL BE OF FULL FORCE AND EFFECT AS TO ANY AND ALL SUCH ACTIVITIES, WITHOUT REGARD TO THE DATE OR TIMING OF ANY SUCH ACCESS, PARTICIPATION, PURCHASE, USE OR UTILIZATION.  CUSTOMER CERTIFIES THAT CUSTOMER AND EACH OF THE CUSTOMER PERSONNEL ARE AT LEAST 18 YEARS OF AGE AND OF SOUND MIND AND FULL CAPACITY TO ENTER INTO AND BE BOUND BY THESE TERMS.

BY CLICKING AGREEMENT AS PROVIDED AT THE SITE(S), CUSTOMER HEREBY UNDERSTANDS, ACKNOWLEDGES AND CONFIRMS THAT At all relevant and applicable times, all representations, warranties and covenants of CUSTOMER PROVIDED in these Terms are accurate and complete, OLUMO shall have the right to rely on the same in full.

Contacting Us

If there are any questions regarding the Terms and Conditions, you may contact us using the information below.

support@olumo.com

385.474.4763


Last Edited on 2019-01-15