Terms and Conditions - Orbeliani Consulting

_{AGREEMENT TO OUR LEGAL TERMS}

_{We are Orbeliani Consulting LLC (“Company,” “we,” “us,” “our”).}

_{These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Orbeliani Consulting LLC, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.}

_{Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.}

_{We advise you to retain a copy of these Terms for your records.}

_{Acceptance of Terms By accessing or using the Service in any manner, including but not limited to visiting or browsing the website, you agree to be bound by these Terms and all other operating rules, policies, and procedures that may be published from time to time on the Service by us.}
_{User Eligibility The Service is intended for individuals who are at least 13 years old. By accessing or using the Service, you represent and warrant that you are at least 13 years old or have reached the age of majority in your jurisdiction, and if you are accessing the Service on behalf of an entity, that you are authorized to accept these Terms on such entity’s behalf.}
_{Use of the Service}
_{You agree to use the Service only for lawful purposes and in accordance with these Terms.}
_{You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Service.}
_{You agree not to use the Service in any way that could damage, disable, overburden, or impair any aspect of the Service, or interfere with any other party’s use and enjoyment of the Service.}

_{1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).}

_{2. Intellectual Property Rights}

_{Our Intellectual Property}

_{Orbeliani Consulting LLC (“Company”) holds all rights to the intellectual property associated with our eLearning Services. This includes all source code, databases, software functionality, website designs, audiovisual content, text, images, photographs, and graphics found within the Services (collectively referred to as “Content”). Additionally, trademarks, service marks, and logos contained within the Services (“Marks”) are either owned by us or licensed to us.}

_{All Content and Marks are protected by copyright, trademark, and other intellectual property laws and treaties in the United States and internationally. The Content and Marks are provided “AS IS” for personal, non-commercial use only.}

_{Your Use of Our Services}

_{Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable license to:}

_{Access the Services; and}
_{Download or print portions of the Content for personal, non-commercial use.}

_{Except as expressly permitted in these Terms or with our prior written consent, you may not copy, reproduce, aggregate, republish, upload, post, publicly display, transmit, distribute, sell, license, or exploit the Content or Marks for any commercial purpose.}

_{If you seek to use the Services, Content, or Marks in a manner not explicitly authorized by these Terms, please contact us at [email protected]. If we grant you permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owner or licensor, and ensure that any copyright or proprietary notice is visible.}

_{We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any violation of these Intellectual Property Rights constitutes a material breach of our Terms, resulting in immediate termination of your right to use our Services.}

_{Your Submissions and Contributions}

_{Before utilizing our Services, carefully review this section and the “PROHIBITED ACTIVITIES” section to understand the rights and obligations associated with posting or uploading content.}

_{Submissions: By submitting any questions, comments, suggestions, ideas, or feedback about the Services (“Submissions”), you agree to assign all intellectual property rights to us. We will own and have unrestricted use of the Submission for any lawful purpose, without acknowledgment or compensation to you.}

_{Contributions: Through the Services, you may create, submit, post, display, or transmit content and materials (“Contributions”). By posting Contributions, you grant us an unrestricted, perpetual, non-exclusive, transferable, royalty-free license to use, copy, reproduce, distribute, sell, publish, display, and exploit your Contributions for any purpose.}

_{Responsibility for Your Content: You are solely responsible for the content you post or upload (“Content”). You agree not to post any illegal, harassing, hateful, harmful, defamatory, obscene, abusive, discriminatory, or misleading Content. You also warrant that your Content is original or that you have the necessary rights to submit it.}

_{If your Content breaches these Terms, third-party intellectual property rights, or applicable law, you agree to reimburse us for any resulting losses.}

_{Removal or Editing of Content: We reserve the right to remove or edit any Contributions at our discretion, without notice, if we deem them harmful or in violation of these Terms. Such actions may result in the suspension or disablement of your account.}

_{Copyright Infringement: We respect the intellectual property rights of others. If you believe any material available through our Services infringes upon your copyright, please refer to the “Copyright Infringements” section below.}

_{3. User Representations}

_{By accessing and using our Services, you affirm, represent, and warrant that:}

_{All registration information you provide is true, accurate, current, and complete.}
_{You will maintain the accuracy of such information and promptly update it as necessary.}
_{You have the legal capacity and agree to comply with these Terms.}
_{You are of legal age in your jurisdiction to use the Services.}
_{You will not use automated or non-human means to access the Services.}
_{You will not use the Services for any illegal or unauthorized purpose.}
_{Your use of the Services will not violate any applicable law or regulation.}

_{If you provide false, inaccurate, outdated, or incomplete information, we reserve the right to suspend or terminate your account and deny you access to the Services.}

_{4. User Registration}

_{To access certain features of the Services, you may need to register for an account. You agree to maintain the confidentiality of your account credentials and are responsible for all activities that occur under your account. We reserve the right to revoke or change your username if we deem it inappropriate or objectionable.}

_{5. Products}

_{Product availability is subject to change, and we reserve the right to discontinue any product at any time for any reason. Prices are subject to change without notice.}

_{6. Purchases and Payment}

_{We accept the following forms of payment:}

_Visa
_Mastercard
_{American Express}
_PayPal

_{You agree to provide accurate and up-to-date payment and account information for all purchases made through the Services. We may change prices and add sales tax as required. All payments must be in US dollars.}

_{You authorize us to charge your chosen payment method for all purchases and applicable shipping fees. We reserve the right to correct pricing errors and refuse or cancel orders at our discretion. Orders may be limited per person, household, or account.}

_{7. Refunds Policy}

_{All sales are final, and we do not offer refunds.}

_{8. Prohibited Activities}

_{Your use of the Services is subject to certain limitations. You may not access or use the Services for any purpose other than those expressly permitted by us. Commercial activities not endorsed or approved by us are prohibited.}

_{As a user, you agree not to:}

_{Systematically gather data from the Services without our written permission.}
_{Attempt to deceive or obtain sensitive account information from us or other users.}
_{Disable or interfere with security features of the Services.}
_{Harm our reputation or that of the Services.}
_{Use information obtained from the Services to harm others.}
_{Misuse our support services or submit false reports.}
_{Violate any applicable laws or regulations.}
_{Engage in unauthorized framing or linking to the Services.}
_{Upload viruses or other harmful materials.}
_{Use automated tools to access the Services.}
_{Remove copyright notices from Content.}
_{Impersonate others or use another user’s account.}
_{Utilize the Services for malicious purposes.}
_{Interfere with the functioning of the Services.}
_{Harass our employees or agents.}
_{Attempt to bypass security measures.}
_{Copy or adapt the Services’ software.}
_{Attempt to decipher, decompile, or reverse engineer the software.}
_{Use automated systems to access the Services.}
_{Use buying agents to make purchases.}
_{Engage in spamming or create accounts under false pretenses.}
_{Compete with us using the Services.}
_{Advertise goods or services.}
_{Sell or transfer your profile.}

_{9. User Generated Contributions}

_{The Services may allow you to contribute content such as text, images, or videos (“Contributions”). By submitting Contributions, you represent and warrant that:}

_{Your Contributions do not infringe any third-party rights.}
_{You own or have the necessary rights to your Contributions.}
_{You have obtained consent from identifiable individuals in your Contributions.}
_{Your Contributions are accurate and not misleading.}
_{Your Contributions comply with applicable laws and regulations.}
_{Your Contributions do not violate anyone’s privacy or publicity rights.}
_{Your Contributions do not contain offensive or inappropriate content.}
_{Your Contributions do not violate these Terms or any laws.}

_{Violating these rules may result in termination of your rights to use the Services.}

_{10. Contribution License}

_{When you post Contributions on our Services, you grant us an extensive license to use them. By doing so, you confirm that you have the right to grant us this license. This license allows us to host, use, reproduce, sell, publish, and distribute your Contributions for any purpose, including commercial and advertising purposes. We may also create derivative works from your Contributions and sublicense them to others. This license applies worldwide, and includes the use of your name, company name, and trademarks associated with your Contributions. By granting us this license, you waive any moral rights in your Contributions.}

_{While we have this license to use your Contributions, you retain ownership of them and any associated intellectual property rights. We are not responsible for the content of your Contributions, and you agree not to hold us liable for any legal claims arising from them. We reserve the right to edit, re-categorize, or delete any Contributions at our discretion, without notice.}

_{11. Guidelines for Reviews}

_{We provide areas on our Services for users to leave reviews or ratings. When posting a review, you must adhere to certain guidelines:}

_{Base your review on firsthand experience.}
_{Avoid offensive or discriminatory language.}
_{Refrain from making false statements or illegal references.}
_{Do not organize campaigns to solicit reviews.}
_{Do not post reviews if affiliated with competitors.}

_{We may accept, reject, or remove reviews at our discretion. Reviews do not necessarily reflect our opinions, and we are not liable for them. By posting a review, you grant us a perpetual license to use, reproduce, and distribute its content.}

_{12. Third-Party Websites and Content}

_{Our Services may contain links to Third-Party Websites and display Third-Party Content. We do not monitor or endorse these external sources, and we are not responsible for their content or practices. Your interactions with Third-Party Websites are at your own risk, and you should review their terms and policies. We do not endorse products or services offered on Third-Party Websites, and we are not liable for any issues arising from your interactions with them.}

_{13. Services Management}

_{We reserve the right to manage our Services to ensure compliance with these Legal Terms and protect our rights and property. This includes monitoring for violations, taking legal action when necessary, and managing user Contributions. We may also remove or disable excessive files or content that burdens our systems.}

_{14. Privacy Policy}

_{Your privacy and data security are important to us. By using our Services, you agree to our Privacy Policy, which is incorporated into these Legal Terms. If you access our Services from regions with different data laws, you consent to the transfer of your data to the United States.}

_{15. Copyright Infringements}

_{We deeply value the intellectual property rights of others. Should you believe that any material accessible through our Services violates your copyright, please promptly notify us using the contact details provided below (“Notification”). A copy of your Notification will be forwarded to the individual responsible for the material in question. It’s important to note that making false claims in a Notification may render you liable for damages under applicable law. Therefore, if you’re uncertain whether material on our Services infringes your copyright, we advise consulting with legal counsel before proceeding.}

_{16. Term and Termination}

_{These Legal Terms govern your use of the Services for as long as you access them. However, we retain the right, at our sole discretion and without notice or liability, to deny access to the Services to any individual for any reason or no reason, including but not limited to breaches of representation, warranty, or covenant outlined in these Legal Terms or violations of applicable laws or regulations. We reserve the right to terminate your account or delete your content at any time, without prior warning, at our discretion.}

_{Should your account be terminated or suspended, you are prohibited from registering again under any name, whether yours, fictitious, or belonging to a third party. Furthermore, we reserve the right to pursue legal action, including civil or criminal recourse, against such individuals.}

_{17. Modifications and Interruptions}

_{We reserve the right to alter, modify, or remove content from the Services at our discretion, without prior notice. While we strive to keep information on the Services accurate and up-to-date, we are under no obligation to update content. We may also change or discontinue all or part of the Services without notice. We shall not be liable for any modification, price change, suspension, or discontinuance of the Services.}

_{Please be aware that the Services may experience interruptions, delays, or errors due to hardware, software, or maintenance issues. We bear no responsibility for any inconvenience or damage resulting from your inability to access or use the Services during such periods. These Legal Terms do not oblige us to maintain or support the Services or provide any updates.}

_{18. Governing Law}

_{These Legal Terms and your use of the Services are governed by the laws of the State of Delaware, without regard to its conflict of law principles.}

_{19. Dispute Resolution}

_{Any legal action between you and us shall be initiated or prosecuted in the state and federal courts of Kent County, Delaware. The Parties hereby consent to jurisdiction and venue in such courts. Claims related to the Services must be brought within one year of the cause of action arising.}

_{20. Corrections}

_{The Services may contain errors, inaccuracies, or omissions in information such as descriptions, pricing, or availability. We reserve the right to correct any such errors without prior notice.}

_{21. DISCLAIMER}

_{THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZEDACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.}

_{22. LIMITATIONS OF LIABILITY}

_{IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.}

_{23. INDEMNIFICATION}

_{You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.}

_{24. USER DATA}

_{We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.}

_{25. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES}

_{Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.}

_{26. CALIFORNIA USERS AND RESIDENTS}

_{If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.}

_{27. MISCELLANEOUS}

_{These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.}

_{28. CONTACT US}

_{In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:}

_{Orbeliani Consulting LLC}

__________

_{[email protected]}

_{Last Updated: [09.02.2024]}