Terms of Service

 

Last Modified on 3/11/2024

These Terms of Service (these “Terms”) constitute an agreement between you, the customer (“Customer”, “user” or “you”), and Orita Inc. and its subsidiaries and affiliates (“Orita”, “we” or “us”). These Terms govern your access to and use of the Orita website located at https://www.orita.ai and related websites (“the Website”) and desktop, mobile and other applications, including any content, functionality and services offered on or through the Website, and any of our other products or services (collectively, the “Services”), whether or not you register as a user.

If you are accepting these Terms on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer and/or if you do not agree with all of the Customer Terms, then you are expressly prohibited from using the Services and must discontinue use immediately.

Please read the Terms carefully because they contain provisions that affect your rights and obligations, including a mandatory arbitration provision and a waiver of your right to participate in a class action. By using the Services, you accept and agree to be bound and abide by these Terms and our Privacy Policy, found at https://www.orita.ai/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Services.

The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are 18 years of age or older and are otherwise capable of forming a legally binding contract with Orita. If you do not meet these requirements, you must not access or use the Services.

You acknowledge and confirm that (i) you have read and understand all of the terms, conditions, policies, provisions, disclosures and disclaimers contained herein, (ii) these Terms have the same force and effect as a signed agreement, and (iii) you expressly accept and agree to be bound by the terms hereof.

1. Overview of the Services​

Orita provides Software As A Service (“SAAS”) for the cleaning, organization and analysis of Customer Data. "Customer Data" means the information and data provided by Customer (or as otherwise made available to Orita pursuant to these Terms) from Customer's own data sources and third party applications and data sources through the Services or otherwise hereunder. 

Through the Services, Customers may create and maintain a unified view of their customers and leads, and access reports generated from Customer Data.

2. Customer Accounts and Access

If you choose to create an account, you will be asked to provide certain registration details or other information, such as name, user name, password, email address, phone number and other information. It is a condition of your use of the Services that all the information you provide is correct, current and complete. You agree that all information you provide to register with or use the Services or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

​You agree to keep your password confidential and to protect your account. You agree to notify us immediately of any unauthorized access to your account or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your personal information.

​We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.

You understand that Orita provides the Services over the Internet, that such connections can be unpredictable, insecure, and unstable, and that Orita cannot guarantee uninterrupted access to the Services. Orita disclaims all liability in connection with any security incidents or breaches arising from or attributable to an Internet and/or data connection. You agree to waive any and all claims against Orita in connection therewith.

We are constantly changing and improving the Services. We reserve the right to add or remove functionalities or features of the Services, and we may suspend or stop the Services altogether, including, for example, if you do not comply with these Terms or if we are investigating suspected misconduct. You can stop using the Services at any time. We may also stop providing the Services to you, or add or create new limits to the Services or restrict your access to all or a part of the Services at any time without notice or liability. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. The right to access and use the Services is revoked in jurisdictions where it may be prohibited, if any.


3. Intellectual Property 

3.1. Proprietary Rights. The Services, including all software, hardware and technology used to provide the Services (including our proprietary code and third-party software), user interfaces, materials displayed or performed on the Services, such as text, graphics, articles, photographs, images, music, illustrations and the design, structure, sequence and “look and feel” of the Services, and all other intellectual property, including all trademarks, service marks, logos, or any other trade name, trademarks, service marks and other distinctive or proprietary brand features of Orita, are (i) owned by Orita, its licensors or other providers of such material, (ii) protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, and (iii) may only be used in accordance with these Terms.

​​No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Orita. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

3.2 Licenses Granted. Orita grants to you a revocable, non-transferable, nonexclusive, limited and non-assignable license to access and use the Services in accordance with these Terms. Orita reserves all other rights in the Services not expressly granted to you.

3.3 Ownership of Customer Data. Customer retains all right, title and interest in and to the Customer Data including Reports, and Orita acknowledges that it neither owns nor acquires any rights in and to the Customer Data not expressly granted by this Agreement. Subject to the foregoing, Customer hereby grants to Orita a non-exclusive, worldwide, royalty-free, non-transferable right and license to use, display, reproduce, transmit and exploit the Customer Data during the Term for the limited purpose of providing the Service. Moreover, notwithstanding the foregoing or anything to the contrary herein, Orita will have the right to generate, compile, collect, copy, modify, publish, distribute, or use Aggregate Data, and the parties agree that Orita may generate, compile, collect, copy, modify, publish, distribute, or use Aggregate Data for any business purpose during or after the Term. “Aggregate Data" means (a) data generated by aggregating Customer Data with other data so that the results are not personally identifiable with respect to Customer, customers of Customer or Authorized Users, and (b) any anonymous data and learnings regarding use of the Service.

Orita will not distribute or publish Aggregate Data in a manner that personally identifies Customer, customers of Customer or Authorized Users. Any benefits, intellectual property, derivative works, or subsequent products or services derived from Orita’s use of Aggregate Data remain the sole property of Orita and shall be deemed as reserved exclusively for Orita. 


4. Customer Responsibilities

4.1. Customer Data. Customer shall be responsible for all changes to and/or deletions of Customer Data and the security of all passwords required in order to access the Services. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and for the applications and systems used by Customer with which the Service may interact.

4.2. Collection and Use of Customer Data. Customer shall be responsible for obtaining any and all consents necessary to allow for the collection of Customer Data in connection with the Services and the processing of the Customer Data by Orita. Customer represents and warrants to Orita that: (a) Customer Data transmitted to or through the Service in connection herewith shall not (1) infringe any intellectual property rights of any third party, (2) contain any viruses, worms or other malicious computer programming codes which may damage Orita's software or systems or data, (3) otherwise violate the rights of any third party, and (4) complies in all respects with all applicable laws, rules and regulations that apply to the Customer and (b) Customer has the rights necessary to grant Orita the rights and access granted in these Terms.

4.3. Use in Conjunction with Third Party Applications. The Services may interact with and access Customer and third party applications and related information used by Customer in connection with the Services, including access to Customer Data and Customer Data sources. Customer shall make any such applications, data sources, Customer Data and information available to Orita and the Services as necessary to use the Services as contemplated in these Terms, including, without limitation, obtaining all required access and credentials. Customer shall be solely responsible for ensuring compliance with third party terms of use, privacy policies and contractual obligations in making such applications, data sources, Customer Data and information available to Orita.

5. Confidentiality

5.1. Confidential Information. Orita and Customer ("Receiving Party") acknowledges that it may receive from the other ("Disclosing Party") confidential information relating to the Disclosing Party, whether in oral, written, graphic or electronic form (“Confidential Information”). Confidential Information of Orita includes any non-public information regarding documentation, features, functionality, technical information and performance of the Services. Customer Data is considered Customer’s Confidential Information. 

5.2. Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a wrongful act of the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a source that is entitled to disclose it to the Receiving Party; (c) is independently developed by the Receiving Party, its employees or third party contractors without use of the Disclosing Party's Confidential Information (d) Aggregate Data.

5.3. Nondisclosure. During and after the Term as defined herein, the Receiving Party shall: (a) not disclose to third parties or use (except for performance of the Services) Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party; and (b) take no less than the same measures that it takes with its own Confidential Information, and in any case no less than reasonable measures, to maintain the Confidential Information of the Disclosing Party in confidence. Either party may disclose Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party reasonable advance notice of such required disclosure and cooperates with the Disclosing Party so that the Disclosing Party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

5.4. Customer Identification. Upon Customer’s consent, Orita may identify Customer as a user of the Services and may use Customer’s name and logo in Orita’s customer list, press releases, blog posts, advertisements, and Website. 


6. Prohibited Uses

​You may use the Services only for lawful purposes and in accordance with these Terms. Without limiting the generality of the foregoing, you agree to use the Services in accordance with the provisions below:​

  • You may not use our products and/or services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

  • You will register for the Services using accurate and current information, and you will not impersonate or attempt to impersonate Orita, an Orita employee, another user or any other person or entity (including, without limitation, by using email addresses or names associated with any of the foregoing).

  • You may not decompile, reverse engineer, or otherwise attempt to obtain the source code of any content on the Services.

  • You will not use, store, copy, upload, display, post, reproduce, modify, translate, republish, distribute, broadcast, transmit, create derivative works from, display, license, sell or otherwise exploit any part of the Services or content on the Services in any form whatsoever other than as expressly permitted under these Terms.

  • You will not use contact information received through the Services for phishing, spamming and other unsolicited communications or data collection.

  • You will not post unsolicited promotional content, advertising, political campaigns, contests, raffles or solicitations.

  • You will not use the Services in a manner intended to damage, disable, overburden or impair the Services or to disrupt or interfere with another's use of the Services.

  • You will not attempt to hack or otherwise gain unauthorized access to the Services or user accounts.

  • You will not use high volume, automated, or electronic means to access the Services (including without limitation robots, spiders or scripts).

  • You will not affect the display of the Services through use of framing, pop-ups or third-party ads.

  • You will not transmit malware, software viruses, Trojan horses, worms or any other malicious application to or through the Services.

  • You will not act in a manner that violates these Terms.

  • You will comply with applicable local, state, national or international laws, statutes, ordinances, rules, regulations or ethical codes governing your jurisdiction.

  • You will notify us immediately of any content of the Services that violates these Terms.

​We have the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

​YOU WAIVE AND HOLD HARMLESS ORITA AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.


7. Fees and Payments

​All of the Services, including availability and price, are subject to change at any time without notice. We reserve the right, with or without prior notice, to limit the availability of or to discontinue any service; to impose conditions on any promotion; to bar any user from making any payment; and/or to refuse to provide any user with any service.

​If you wish to purchase any of the Services available through the Website (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your bank account information to complete payments. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

​The Service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy. All purchases placed on or through the Website or other transactions for the sale of services or information through the Website, or resulting from visits made by you, are currently processed through Stripe. You can read more about Stripe’s terms of service and privacy policy here: https://stripe.com/ssa#section_e and https://stripe.com/privacy.

​All Purchases placed on or through the Website are subject to our acceptance. Your receipt of an order confirmation does not signify that we have accepted your Purchase. We reserve the right at any time after receipt of your Purchase to accept or decline your Purchase for any or no reason and without liability to you or anyone else. If your method of payment has already been charged for a Purchase that we later cancel, we will issue you a refund. Prices are in U.S. dollars unless otherwise stated and are subject to change. We may require verification of information prior to the acceptance and/or fulfillment of any Purchase.

Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate allowable by law, whichever is less. Customer shall reimburse Orita for any expenses Orita incurs to collect late payments, including Orita's reasonable attorneys' fees.

8. Third Party Materials

​In addition to the Services offered by Orita, the Website may also advertise, offer, or make available information, products and/or services provided by third parties (collectively, the “Third Party Materials”). This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of these Third Party Materials and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the Third Party Materials, you do so entirely at your own risk and subject to the terms and conditions of use for such Third Party Materials. When you link to them, these third-party sites or services may place cookies and other tracking technologies on your computer and may have different rules for using or sharing any personal information you submit to them. We encourage you to read their privacy policies before submitting your personal information. You agree that you will not hold Orita responsible or liable with respect to the Third Party Materials or seek to do so.


9. Data Privacy 

​If you live outside the United States, by agreeing to these Terms you consent to the transfer and processing of your personal information in the United States in accordance with the Privacy Policy and U.S. law. 

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information and other data, we cannot guarantee the security of your personal information and data transmitted to our Site. You assume all such risks with regards to your use of the Services. You understand that content you provide to us in connection with the Services (other than your payment information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. 


10. International Users

​Orita and the Services are operated from within the United States. If you access the Services from a location outside the United States, you are responsible for compliance with the laws of that jurisdiction regarding online conduct and acceptable content. Orita makes no claim that the content of the Services may be utilized, accessed or appropriated outside the United States. You must not access or use the Services from a territory that is embargoed by the United States or from which it is illegal to receive products, services, or software from the United States.


11. Indemnity & Release

You agree to release, indemnify and hold Orita and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any Reports or other results generated by Orita from Customer Data, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another.  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

12. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ORITA AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS AND AFFILIATES (THE “ORITA PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE, SECURITY AND NON-INFRINGEMENT.

ORITA MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

13. Limitation of Liability

YOUR USE OF THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICES AND ANY CONTENT ON THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ORITA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ORITA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL ORITA’S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ORITA IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

14. User Submissions

​We do not accept unsolicited suggestions and/or ideas. All inquiries, feedback, suggestions, ideas, criticism or other information any user provides to Orita concerning the Orita Services (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting or posting any Submission, the user hereby grants Orita full ownership of the Submission as if Orita had created, developed and posted the Submission for its own purposes, with no obligation to pay you royalties or any other compensation. Please note this is different from Customer Data, which is addressed above. Orita reserves the right to copy, use, reproduce, modify, adapt, translate, publish, license, distribute, sell or assign the Submission in any way as it sees fit, including but not limited to copying in whole or in part, creating derivative works from, distributing and displaying any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, or using the Submission within or in connection with Orita’s products or services. You also acknowledge that Submissions will not be returned and Orita may use Submissions, and any ideas, concepts or know how contained therein, without payment of money or any other form of consideration, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products and/or services.

If you make a Submission, you represent and warrant that you own or otherwise control the rights to the Submission. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead Orita as to the origin of any Submission. You agree to indemnify Orita for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.

15. Electronic Delivery Statement and Your Consent

​You agree to receive legal notices and other information concerning Orita or the Services electronically, including notice to any email address that you may provide.

16. Term and Termination

​These Terms will remain in effect until terminated by you or Orita (the “Term”). We reserve the right to terminate or change the Services or your access to the Services, without notice, at any time and for any reason, including your violation of these Terms or for business reasons. We also reserve the right to pursue any additional remedies available in law or equity.

​You agree that Orita may, for any reason and without notice to you, immediately terminate or otherwise restrict your access to the Services. Orita has no obligation to maintain, store, or transfer your information or data that you have posted on or uploaded to the Services, including Customer Data and Reports. It is your responsibility to download and store any Customer Data and Reports associated with your account prior to the termination of your access to the Services.

​The disclaimer of warranties, limitation of liability, jurisdictional, limitation of time to file claims, indemnification and arbitration provisions survive any termination.

17. Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

17.1. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Orita, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Orita are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

17.2. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND ORITA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ORITA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

17.3. Pre-Arbitration Dispute Resolution. Orita is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@orita.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by email and certified mail, a written Notice of Dispute (“Notice”). The Notice to Orita should be sent to support@orita.ai and Orita Inc, 111 East 21st Street, # F8, Brooklyn, NY 11226 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Orita and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Orita may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Orita or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Orita is entitled.

17.4. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Orita and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for Ten Thousand United States Dollars ($10,000 USD) or less, Orita agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds Ten Thousand United States Dollars ($10,000 USD), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

17.5. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is Seventy-five Thousand United States Dollars ($75,000 USD) or less, at your request, Orita will pay all Arbitration Fees. If the value of relief sought is more than Seventy-five Thousand United States Dollars ($75,000 USD) and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Orita will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Orita will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

17.6. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

17.7. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.

17.8. Future Changes to Arbitration Agreement. Notwithstanding any provision in this Terms of Service to the contrary, Orita agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Orita written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

18. Limitation on Time to File Claims

​Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.

1. Choice of Law

​You agree that the laws of the State of New York and U.S. federal law govern these Terms, your use of the Services, and any claim or dispute that you may have against Orita, without regard to New York’s conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

2. Severability and Integration

These Terms and any supplemental terms, policies, rules and guidelines posted on the Services constitute the entire agreement between you and Orita. If any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The paragraph headings used herein are for convenience only and shall not be used to limit any portion of these Terms of Service.

3. General Provisions

You may not assign these Terms without Orita’s prior written approval. Orita may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Orita’s business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and Orita as a result of these Terms or your use of the Services. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Orita in writing.

4. Changes to these Terms

We may modify these Terms at any time in our sole discretion. We will post notice of changes to these Terms on this page. Changes will not apply retroactively and will only become effective when (i) you use the Services after you know about the change, or (ii) thirty days after they are posted (whichever is sooner). However, changes addressing new functions for the Services or changes made for legal reasons will be effective immediately. We will also update the Last Modified Date at the top of these Terms accordingly. Your continued use of the Services after the Last Modified Date signifies your consent to the modified Terms. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. If the modified Terms are not acceptable to you, you should not access or use the Services after the Last Modified Date. Prices for the Services are subject to change without notice. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

5. Contact Information

The Services are operated by Orita Inc. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to us at: support@orita.ai.