By electing to enroll in the ORI Tech Membership by submitting your information and clicking to indicate your acceptance, you (the “Customer”) are agreeing to all terms and requirements set forth in these Terms and Conditions, and this shall become a binding agreement (the “Agreement”) as of the date that you enroll (the “Effective Date”) between you as the Customer and ORI, Inc. (“ORI”). Customer, as indicated in the information submitted on the enrollment form, and ORI are each referred to as a “Party” and collectively as the “Parties.”
By execution of this Agreement, Customer is enrolling in ORI’s Tech Membership program, which consists of an initial 36-month subscription term (as detailed below), and the following Equipment, Service, and Pricing:
*Pricing of Initiation Fees is based on Customer enrolling for a single Scanner. If Customer enrolls for more than one Scanner, the Customer Deposit, Set-Up and Initial Training Fee, and charge for Laptops will be adjusted to reflect the applicable first and last months’ Membership Fee for all Scanners Customer enrolls for, and the fee for all Laptops purchased. One Laptop must be purchased for each Scanner Customer enrolls for. All pricing set forth above is exclusive of applicable taxes and delivery costs. ADD PROMOTIONAL OFFERS.
Upon Customer’s enrollment and payment of the initial upfront costs set forth above (the “Initiation Fees”), Customer will receive one ORI 2.0 model intra-oral digital scanner (the “Scanner”) and one ORI scanning dock (collectively, the “ORI Equipment”), as well as three consumable tips for the Scanner, for each Scanner that Customer enrolls for. If Customer elects to receive additional Scanners as part of its Tech Membership, the Initiation Fees will be adjusted as set forth above to reflect the additional Equipment.
** Please note that In some instances when a special promotion is offered to Customer, ORI may elect to offer to include a Laptop to Customer for free as part of the ORI Equipment, for special pricing which may include a modified monthly Membership Fee. In those cases, all references in this Agreement to the “ORI Equipment” shall include the ORI-provided Laptop that Customer was not charged for as part of its Initiation Fees (though if Customer receives more than one Laptop and only one is provided without charge as part of the Initiation Fees, only that Laptop will be part of the ORI Equipment). In such cases, all references in this Agreement to the Laptop being Customer’s property shall not apply, and such Laptop will be owned by and titled to ORI along with all other ORI Equipment. However, absent such offer, in all other cases where Customer pays for any Laptop as part of its Initiation Fees, the ORI Equipment excludes such Laptops, which shall instead become owned by Customer upon payment of such fees.**
As part of Customer’s ORI Tech Membership, Customer is required to purchase a Dell XP laptop (the “Laptop”) for each Scanner that Customer enrolls for, which ORI shall provide and will be pre-installed with all necessary software and appropriate configurations for use with the ORI Equipment. The Laptop shall be the property of the Customer upon payment (except during special promotional offers when ORI may include the Laptop as part of the ORI Equipment for promotional pricing, in which case the Laptop will remain ORI’s property rather than Customer’s). Only Laptops provided by ORI, which are specially configured for use with the ORI Equipment, may be utilized by Customer for operating the ORI Equipment. The Laptop(s) that Customer purchases will be titled in Customer’s name and their property, and subject to Dell’s standard warranty (or any extended warranty that Customer elects to purchase with Dell). ORI will provide Customer with technical support to the extent that it can for issues that may arise with any Laptop, and ORI will help Customer facilitate any warranty issues with Dell, but ORI does not directly warrant any Laptop and such warranty is provided by Dell subject to Dell’s standard warranty.
The Initiation Fees include ORI’s delivery of the ORI Equipment by shipping to the Customer’s premises, which Equipment will be plug-in ready for use so long as Customer has an internet connection or wi-fi. The initial set-up includes three hours of initial remote training by ORI, provided to Customer’s personnel on usage of the Equipment. If necessary, Customer can request unlimited additional hours of remote training, which will be provided free of charge by ORI so long as Customer schedules such additional training in advance through ORI’s system. Upon payment of Customer’s Initiation Fees, ORI will schedule a date for delivery of the ORI Equipment at Customer’s premises, and schedule initial set-up and remote training. If Customer requests in-person training, ORI will provide a representative to provide in-person training at Customer’s premises, but in-person training must be scheduled in advance and is subject to a $2,000 charge per training day (which includes travel expenses for ORI’s training representative).
During the Term of this Agreement, ORI will provide free software upgrades to Customer, and free unlimited technical support, in each case subject to all terms and conditions contained in this Agreement.
During the Term of this Agreement, ORI warrants the ORI Equipment will conform to all specifications and be free of material defects, and ORI will replace the ORI Equipment free of charge if any Equipment is found to be defective and not in conformance with specifications, to the extent that such defect is not subject to remedy through service by ORI (the “Warranty”). The Warranty is limited to inherent defects in the Equipment, and the Warranty is not applicable to damage caused by Customer misuse, abuse, or damage, including without limitation smashing the Equipment, rough usage, spilling liquids or substances on the Equipment, and similar damage or misuse, or any theft, loss, or damage caused by natural disaster or similar conditions beyond ORI’s control. Ordinary wear and tear, such as light scratches from dropping the scanner or similar issues from ordinary usage is covered, but extraordinary damage from misuse or abuse is not. If Customer discovers a potential or suspected defect, Customer will contact ORI support so that ORI can determine if the defect can be remedied or repaired by ORI Support. In the event that ORI Support cannot remedy the defect and it’s determined that a replacement is required, ORI will place an order for shipment of replacement Equipment to Customer within one business day, from a United States location.
If for any reason Customer is dissatisfied with the Scanner or Tech Membership, Customer is entitled to terminate its Tech Membership by (a) notifying ORI in writing within 30 days of Installation that it intends to terminate early, and (b) returning all ORI Equipment to ORI pursuant to the terms set forth in Section 3 for Equipment Return. Upon ORI’s receipt of Customer’s returned and undamaged ORI Equipment, this Agreement will be terminated, and the Customer Deposit will be refunded to Customer, and Customer will not be obligated to pay any monthly Membership Fees. This early-termination and satisfaction guarantee may only be utilized by Customer following delivery and installation of the ORI Equipment, initial training, and Customer’s attempt to send at least three scans through ORI’s portal. Because title and ownership of the Laptop transfers to Customer following payment of the Initiation Fees, and the Initial Set Up and Training will have been provided, the charge for those items is not refundable, only the Customer Deposit and early termination that will remove Customer’s obligation to pay the Monthly Membership Fee.
If at any time after the first twelve months of the Initial Term of Customer’s Tech Membership ORI releases a next-generation model of Scanner, Customer may elect to trade in Customer’s existing Scanner(s) for the new model (the “Upgrade Option”), by (a) returning Customer’s existing ORI Equipment, (b) paying ORI a one-time upgrade fee of $2,500 per Scanner that Customer trades in (the “Upgrade Fee”), and (c) agreeing to enter a new 36-month Tech Membership that begins on the date of ORI’s delivery of the new model replacement Scanner(s). This Upgrade Option is only available following the one-year anniversary of delivery of Customer’s existing ORI Equipment, and only after a new model next-generation Scanner has been released by ORI. If Customer desires to exercise this Upgrade Option, it should contact ORI to arrange to trade in Customer’s existing ORI Equipment. Upon receipt of Customer’s existing ORI Equipment and payment of the Upgrade Fee, ORI will deliver installation-ready replacement ORI Equipment in the new next-generation model, free of any further charge. Customer is not required to exercise this Upgrade Option.
In addition to requesting in-person training or Equipment Upgrades, Customer may also order additional consumables including new tips for the Scanner, at any time by placing at order at ORI’s website.
Customer may not move the ORI Equipment from the Customer’s offices or facilities where ORI performs Installation of the Equipment (the “Work Site”), which Work Site will be designated as the delivery address when Customer enrolls in the Tech Membership, without the prior written consent of ORI.
At all times, the ORI Equipment shall remain the sole and exclusive property of ORI, titled to ORI, though Customer is granted the right to possess, use, and operate the ORI Equipment during the Term, subject to all terms of this Agreement. Customer acknowledges: (a) ORI’s ownership, right, and title to the ORI Equipment, and (b) that, notwithstanding anything in this Agreement to the contrary, Customer’s rights to the possession, use, and enjoyment of the ORI Equipment are contingent upon Customer’s compliance with all terms of this Agreement, and shall also be subject to the rights of any lender that may provide financing to ORI or have a security interest in the ORI Equipment, and Customer confirms and agrees that this Agreement is in all respects subject and subordinate to such financing arrangement.
Customer shall not sell, transfer, lease, borrow, encumber, allow a lien to be placed upon, or take any other action that may impinge upon, restrict, or cause any detriment to ORI’s ownership of the ORI Equipment or the senior rights of any lender of ORI. Customer will not allow any markings, brands, stickers, or other permanent or damaging temporary indicia of ownership (other than as expressly consented to in writing by ORI) to be placed on the ORI Equipment. Customer shall not allow the ORI Equipment to become a fixture, as is defined by applicable commercial law. ORI is entitled to file a UCC-1 financing statement naming Customer as debtor, to evidence ORI’s title and ownership of the ORI Equipment, during the Term of the Agreement.
ORI (through any of its employees, representatives, auditors, or agents) shall have the right to inspect the ORI Equipment at the Work Site, during Customer’s regular business hours, with reasonable notice, and in compliance with Customer’s reasonable security procedures and without disruption to Customer.
Customer understands that Customer is fully responsible for the ORI Equipment during the Term, and that any theft, hazard, or loss of the ORI Equipment shall be at Customer’s risk, and Customer will be required to reimburse ORI for the full replacement cost of the ORI Equipment in the event of any such theft, loss, or damage. Customer should maintain adequate insurance policies covering any hazard, theft, or loss of the ORI Equipment during the Term.
Customer will make all necessary site preparations for the Installation of the Equipment at the Work Site, including appropriate space in a temperature-controlled and clean environment, and provision of network access or wi-fi access, and electrical outlets to plug in the ORI Equipment. Customer will cause the Equipment to be operated in accordance with all requirements set forth in this Agreement, ORI’s training sessions, and ORI operating manuals and manufacturer instructions, including all maintenance and regular cleaning. Customer will maintain the ORI Equipment in good operating condition, and is responsible for any damage beyond ordinary wear and tear that is caused by Customer.
Customer will ensure that only properly trained and qualified personnel of Customer will operate the ORI Equipment. Customer is responsible for ensuring that all personnel who operate the ORI Equipment have any required or appropriate licensure, and that the ORI Equipment is operated in compliance with all applicable laws, regulations, and licensing requirements. Customer remains fully responsible and liable for the acts of its employees, personnel, consultants, and agents, and ORI shall not be liable or responsible for any misuse of the ORI Equipment or injury to patients caused by improper use of the ORI Equipment in violation of this Agreement or any legal requirements.
During the Term, Customer agrees that it will not use any products, components, or equipment in connection with the ORI Equipment, or attempt to modify, alter, or add components to the ORI Equipment, other than with ORI-supplied products, which include the Laptop, the ORI software installed on the Laptop, any consumables such as tips, and any replacement ORI Equipment ORI provides. Customer is fully responsible and liable for any damage, harm, malicious virus or security breach, or other liability arising from Customer’s violation of this Section 2.8. By enrolling in the ORI Tech Membership, Customer acknowledges and agrees that all such terms and conditions are incorporated into and made part of this Agreement, and that Customer is responsible for complying with all such terms.
This Agreement is effective and binding as of the Effective Date, which is the date Customer enrolls in the ORI Tech Membership. Customer is required to pay all Initiation Fees to ORI upon enrolling, or in any event within ten days of the Effective Date, or ORI is entitled to deem this Agreement to be null and void. All ORI Equipment and services comprising the ORI Tech Membership shall be provided for a three-year initial membership term which begins on the Effective Date. This Agreement shall continue from the Effective Date through the initial three-year membership term (the “Initial Term”), unless terminated earlier pursuant to Section 3.3. Upon the expiration of the Initial Term, Customer shall have several options, which are dependent upon whether or not a next-generation Scanner model is available on the date of such expiration:
(a) If a Next-Generation Model of the ORI Scanner IS Available Upon Expiration of the Initial Term:
The Initial Term, any Grace Period, and any Renewal Term that Customer elects, shall be referred to collectively as the “Term”. In each case, regardless of which option Customer elects, Customer should contact ORI to inform ORI of its choice and to arrange for return of Customer’s ORI Equipment. If upon the expiration of the Initial Term, Customer has not contacted ORI or arranged to return its ORI Equipment, ORI will automatically shift Customer to reduced-price Grace Period billing for Customer’s monthly Membership Fee, and will automatically extend Customer’s Tech Membership for the applicable term of the Grace Period. In all cases, Customer must return the ORI Equipment at the expiration of the Grace Period, unless Customer has elected to purchase the ORI Equipment by paying the $1,800 Equipment Purchase Fee. If at any time Customer fails to communicate to ORI that it desires to receive a replacement Scanner(s) and new Renewal Term by the end of the Grace Period, the Agreement will be deemed to automatically terminate.
In any case where Customer is required to return ORI Equipment (either to receive a new replacement Scanner or in termination of this Agreement), Customer will contact ORI through the ORI portal to arrange for such return, and will securely package and ship the ORI Equipment to ORI, either in original packaging on a securely packed box, in the same condition as when delivered, ordinary wear and tear excepted. If Customer fails to contact ORI upon the expiration of the Grace Period or termination of this Agreement, or fails to arrange for or cooperate in returning the ORI Equipment, ORI is entitled to enter onto Customer’s Work Site during business hours to retrieve the ORI Equipment, and Customer shall be responsible for reimbursing ORI for all costs it incurs in such retrieval, including but not limited to any and all travel, delivery, handling, legal, and other costs and expenses. Except during special promotions when ORI has included Laptop(s) as part of the ORI Equipment, in all other cases Customer owns the Laptop(s) after payment of its Initiation Fees, and is therefore entitled to retain its Laptop(s). If any ORI Equipment is returned to ORI with damage beyond ordinary wear and tear, Customer will reimburse ORI at cost for any materials or parts required to repair or replace such Equipment, and at the rate of $175 per hour for any repair service required to restore the Equipment to ordinary working condition.
This Agreement may be terminated early by written notice (a) by either Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within 30 days’ of written notice describing the breach, which shall include failure to make timely payment of monthly Membership Fees; (b) by either Party, effective immediately upon written notice if the other Party ceases actively doing business, begins winding up its business, or bankruptcy or insolvency proceedings are begun by or against such Party and not promptly dismissed; or (c) by Customer pursuant to the requirements set forth in Section 1.7 if Customer exercises its 30-Day Satisfaction Guarantee.
Upon any termination of this Agreement, Customer is required to return the ORI Equipment to ORI, and if Customer fails to do so, ORI is entitled to enter the premises of Customer during business hours to retrieve the ORI Equipment, and Customer is responsible for reimbursing ORI for any legal, travel, shipping, handling, or other costs that ORI incurs in retrieving the ORI Equipment. Other than the obligation to return the ORI Equipment to ORI, neither Party shall have any further obligations hereunder, except for payment obligations that accrued under this Agreement prior to the date of such termination and the obligation to reimburse ORI for retrieval costs.
The fees payable by Customer for the Tech Membership are as follows (collectively, “Fees”):
Additional costs that may become payable by Customer (“Costs”) are as follows:
The amount of the monthly Membership Fee may NOT be modified or adjusted during the Initial Term of 36 months, and the amount of any reduced Membership Fees during any Grace Period may NOT be modified or adjusted during such Grace Period. Following the expiration of the Initial Term and any Grace Period, ORI may adjust the monthly Membership Fee for any Renewal Term if Customer elects to extend its Tech Membership, and will notify Customer of such adjustments prior to commencing such Renewal Term, and once Customer elects to extend for a Renewal Term, the monthly Membership Fee will not be adjusted following the commencement date of such Renewal Term. ORI may adjust its Costs for additional training, repair service, or consumables on the same basis. ORI will notify Customer of such pricing adjustments and Customer will have the opportunity to reject just adjustments by opting out of a Renewal Term.
Customer will pay all Fees and Costs invoiced by ORI immediately upon receipt of invoice. By signing this Agreement, Customer provides its authorization for ORI to charge Customer’s credit card, which will be maintained in Customer’s profile, for all ORI invoices for Fees and Costs, and ORI will deliver email receipt of such charges. Customer must maintain an active credit card on file with ORI at all times during the Term.
Continued provision of the ORI Equipment, use of the ORI software that is pre-installed on the Laptop(s), and continued ORI services are each contingent upon Customer’s timely payment. If Customer fails to timely pay any Fees or Costs when due and payable, whether by failing to maintain an active credit card on file with ORI, declining any charge by ORI, or any charge failure caused by excess balance or any other reason, ORI will notify Customer and provide Customer with an opportunity to cure such failure. To cure, Customer must deliver any outstanding balance due as well as reimburse ORI for any non-sufficient funds charges or other penalties. If Customer has not cured just payment failure within 30 days, ORI is entitled to terminate Customer’s Tech Membership and this Agreement, and demand the return of all Equipment. In the event that ORI elects not to terminate the Agreement, it may resume service to Customer, provided that ORI may impose a $500 reactivation charge.
Customer is responsible for paying all applicable sales, use, or other taxes which may be imposed by any federal, state, or local governmental authority, excluding taxes on ORI’s net income. Should ORI be required to withhold, pay, or collect any such taxes, the amount will be invoiced to Customer on its regular invoices, and charged to Customer’s on-file credit card as set forth in Section 4.4. ORI will withhold or include all such required taxes unless Customer provides ORI with a valid tax exemption certificate issued by the authority levying such tax.
Other than those representations that are expressly set forth in this Agreement, and other than the express terms of the Warranty, each Party expressly disclaims any and all other representations or warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, or fitness for a particular purpose. Under no circumstances, and under no legal theory (whether in contract, tort, negligence or otherwise) will either Party to this Agreement, or its affiliates, officers, directors, employees, agents, licensors, successors, or assigns be liable to the other Party or any third party for any special, incidental, indirect, consequential, punitive, exemplary loss or damages, regardless of whether such Party was advised of the possibility of or could have foreseen such damages. Notwithstanding anything to the contrary in this Agreement, except for indemnification obligations, fraud, or breaches of a Party’s obligations of confidentiality or misappropriation of a Party’s intellectual property rights, each Party’s aggregate liability to the other Party arising out of or related to this Agreement will in no event exceed the total amount paid or payable under this Agreement in the one-year period immediately preceding the first event giving rise to such liability. The Parties agree that the disclaimers, exclusions and limitations of liability in this Agreement are an essential basis of the bargain between the Parties and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including without limitation the economic terms, would be substantially different.
Each Party agrees that it shall indemnify and hold harmless the other Party and its Affiliates, officers, directors, employees, agents, licensors, successors, or assigns from and against any claims, actions, fines, penalties, damages, or proceedings (including reasonable attorneys’ fees and costs incurred in connection therewith) which arise from the other Party’s material uncured breach of this Agreement, or intentional, willful, criminal, or fraudulent misconduct in relation to this Agreement.
ORI’s ability to provide services under this Agreement is contingent upon Customer accepting a subscription license to ORI’s software for utilizing the ORI Equipment and accessing ORI’s Customer portal (the “Portal”), which software shall be pre-loaded and configured upon the Laptop(s) Customer receives (the “Software”).
ORI hereby grants to Customer a non-exclusive, non-transferable subscription license for the Software during the Term. The license granted herein: (i) shall be subject to all of the terms and conditions of this Agreement; (ii) shall not include the right to sublicense; and (iii) shall permit multitenant instances.
Customer hereby acknowledges that ORI owns and shall continue to own all right, title and interest in and to the Software and the Portal, including without limitation all intellectual property rights therein and any and all improvements and enhancements thereto, whether such improvements or enhancements are made or suggested by ORI, Customer, or any third party, and the same constitute valuable trade secrets belonging to ORI. Nothing in this Agreement shall be construed to create a sale of the Software to Customer, or to convey any right, title or interest in or to the current or any future version or release of the Software.
Customer retains unrestricted rights to (a) all data Customer contributes to the Portal, and (b) all data representing output, reports, or other data generated or processed through the Portal (collectively, “Customer Data”). Access to this Customer Data will be continuously available to Customer in the normal course of use of the Portal, and Customer shall retain title and ownership of all such Customer Data, provided however that ORI is entitled to copy and utilize such Customer Data, which shall be de-identified if it includes any personal information, including any protected health information, for the purpose of ORI’s research and development of it’s products and services, for improving ORI’s products and services. Upon the termination or expiration of the Term, ORI will make all Customer Data available to Customer for download in the Portal for up to 30 days, after which time ORI is entitled to cut off Customer’s access to such Customer Data and to delete it in accordance with ORI’s standard policy.
Any use of the Software for any purpose other than those expressly authorized in this Agreement is expressly prohibited. Except as expressly authorized in this Agreement, Customer shall not: (i) copy, reproduce, license, sublicense, sell, transfer, distribute, or display the Software, or otherwise make the Software available to any third party; (ii) modify, adapt, translate, decompile, disassemble, reverse engineer, or otherwise attempt to derive source code or the database model from the Software or the Portal; (iii) make derivative works from or based upon the Software or Portal; or (iv) permit robotic process automation/artificial intelligence users to access the Software or Portal.
Customer agrees that ORI shall have full discretionary authority with regard to (dis)approving software communicating with or otherwise accessing, extracting from and/or exchanging records with the Software or Portal. This specifically includes third party interface applications. ORI shall have absolute discretion to remove, block, or disable applications attempting any of the previously described functions not installed by ORI.
Customer shall permit and facilitate the deployment and utilization of remote screen sharing services such as Zoom or Teams to end user workstations for the purposes of application support. ORI’s obligation to furnish such application support will, absent technical limitations, always be predicated on the availability of remote screen sharing.
Customer agrees that it bears sole responsibility for maintaining a professional business class internet connection with sufficient capacity to support the Software and Portal.
ORI may, at its own discretion, temporarily suspend all service in the Portal for the purpose of repair, maintenance or improvement of ORI’s Software, the Portal, and user experience. However, ORI shall provide prior notice when it is reasonably practicable under the circumstances and ORI shall restore service as soon as is reasonably practicable.
ORI and Customer expressly recognize that it is impossible to maintain flawless security, but ORI shall take reasonable steps in accordance with industry and professional standards to prevent security breaches in ORI’s interactions with Customer. ORI’s Software and Portal are built to be HIPAA compliant. Customer will take all necessary and industry-appropriate security precautions, including without limitation training its personnel on proper security protocol such as utilizing unique and secure passwords, not sharing passwords, and utilizing the Portal appropriately to comply with HIPAA, including without limitation obtaining proper patient consents as may be required by law if Customer will be utilizing the Portal to transmit or store any protected health information. PRODUCTS AND SERVICES PROVIDED BY ORI UTILIZE THE INTERNET. ORI DOES NOT WARRANT THAT SUCH SERVICES WILL BE UNITERRUPTED, ERROR-FREE, OR COMPLETELY SECURE AND FREE FROM SECURITY BREACHES, HACKS, OR CYBER-ATTACKS. ORI DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM CUSTOMER’S NETWORK AND OTHER PORTIONS OF THE INTERNET, NOR THE BEHAVIOR OF CUSTOMER’S PERSONNEL IN FAILING TO ABIDE BY STANDARD PRECAUTIONARY MEASURES AND SECURITY HYGIENE. ACCORDINGLY, ORI DISCLIAMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
ORI cannot and does not warrant that it shall maintain continuous and uninterrupted availability of the Portal. In the event ORI is unable to provide Customer availability in any given calendar month for a material period exceeding an hour per month during ordinary business hours, Customer shall receive a pro-rata credit equal to the availability percentage of downtime as applied against that month’s monthly Membership Fee.
This Agreement is the sole and entire Agreement between the Parties relating to the ORI Tech Membership and supersedes all prior understandings, agreements, and documentation relating to between the Parties.
Customer represents that (if an entity) it is duly formed in the jurisdiction of its organization, has full power and authority to enter into, execute, and perform its obligations under this Agreement, and that entry into this Agreement will not cause a conflict with or violation of its obligations. By enrolling in the ORI Tech Membership and agreeing to all terms in this Agreement, Customer represents that the enrolling individual is a duly authorized and approved representative of Customer, authorized to bind Customer.
Nothing in this Agreement shall be construed to constitute the Parties as partners, joint venturers, employers, employees, or agents of the other Party, nor shall either Party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions.
No interlineations, deletions, modifications, or amendments to this Agreement shall be binding on ORI unless agreed to and accepted in a signed writing by ORI. This Agreement may be modified only by a subsequent written agreement or amendment hereto signed by both Parties. No waiver or forbearance in enforcing the terms of this Agreement will be binding upon either Party unless agreed to in a writing signed by both Parties.
This Agreement may be assigned by a Party with notice to the other Party in connection with a merger, acquisition, or sale of all or substantially all of such Party’s equity or assets associated with that portion of its business related to the subject matter of this Agreement, in each case so long as the assignee assumes all obligations of this Agreement and agrees to be bound by this Agreement. Any other assignment is void absent the prior written consent of the other Party. This Agreement shall be binding on and shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. If Customer attempts to make any assignment, sale, lease, or transfer of this Agreement or the Equipment in violation of its terms without ORI’s written consent, Customer shall remain fully responsible and liable under this Agreement, irrespective of any liability assumed by Customer’s transferee.
If any provision of this Agreement is held to be unenforceable and severable from this Agreement, no such severability will be effective if it materially changes the economic benefit of this Agreement to either Party.
Notices required or permitted by this Agreement must be written and given to Customer at the contact information Customer provides during enrollment, or such updated contact information that Customer may later deliver to ORI. Legal notices to ORI may be delivered to ORI at: ORI, Inc., 1064 S. North County Boulevard, Pleasant Grove UT, 84062, or via email using the contact information in ORI’s portal. Notices will be deemed delivered one business day after actual delivery by personal or courier delivery or email (so long as the sender does not receive a bounce-back or other delivery rejection notice), and seven days after deposit with USPS via certified mail.
This Agreement shall be governed by Utah law. Each party expressly consents to service of process being affected upon it by pre-paid, overnight, air carrier, and sent to its address as given for notice purposes. The Parties further agree that any claim or dispute which cannot otherwise be resolved through good faith negotiation shall only be resolved in a proceeding brought in federal and state courts located in Salt Lake County, Utah. In any action or proceeding to enforce or defend rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees.
This Agreement is self-executing by Customer’s agreement to these terms, indicated by checking the box indicating agreement when Customer enrolls in ORI’s Tech Membership, and will be binding and enforceable against ORI and Customer at such time.