Opine Terms of Service

TERMS OF SERVICE 

PLEASE REVIEW THESE TERMS OF SERVICE (THESE “TERMS”) CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN OPINE MARKET, INC. (“OPINE”) AND THE PARTY (“YOU” OR “YOUR,” AS THE CONTEXT DICTATES) UNDER WHICH AN ACCOUNT TO USE THE SERVICES (AS DEFINED HEREIN) IS REGISTERED THROUGH OPINE’S ONLINE SUBSCRIPTION PROCESS HOSTED AT TRYOPINE.COM (THE “SITE,” AND SUCH REGISTRATION PAGE, THE “ORDER FORM,” COLLECTIVELY WITH THESE TERMS AND THE RULES (AS DEFINED BELOW), THE “AGREEMENT”).  THE AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF OPINE’S WEBSITE, PLATFORM, TOOLS, APPLICATIONS, DATA, SOFTWARE, AND SERVICES COMPRISING OPINE’S WEB-BASED APPLICATION THAT STREAMLINES AN ORGANIZATION’S PROOF OF CONCEPT EVALUATION PROCESS OF THIRD PARTY SOFTWARE TOOLS AND TRANSACTIONS, AS FURTHER DESCRIBED IN THE ORDER FORM (COLLECTIVELY, THE “SERVICES”).  BY ACCEPTING THE AGREEMENT, AND ACCESSING AND USING THE SERVICES, YOU AGREE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN.  IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT, YOU WILL NOT BE ALLOWED TO ACCESS OR USE THE SERVICES.  IN ORDER TO ACCESS AND USE THE SERVICES YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD.  THE AGREEMENT IS EFFECTIVE AS OF THE DATE SET FORTH IN THE ORDER FORM (THE “EFFECTIVE DATE”). 

1. SERVICES.

1.1 The Services.  Subject to the terms and conditions set forth herein and in the rules, policies and procedures posted on the Site, including, but not limited to, the Policy (as defined below) and Opine’s content guidelines and use restrictions posted at https://tryopine.com/privacy, all of which are incorporated herein by reference (collectively, the “Rules”), Opine grants you revocable, non-exclusive, non-transferable, and non-sublicensable rights to access and use the Services during the Term (as defined below), subject to limitations set forth herein, in the Order Form, and in the Rules.  To the extent such Software (as defined below) is required to be downloaded or installed on your website, Opine hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use such Software solely in connection with its intended use as part of the Services during the Term.  You agree your subscription to access and use the Services is neither contingent on the delivery of any future functionality or features or the delivery of any other services, nor is such purchase dependent on any oral or written public comments made by or on Opine’s behalf regarding future functionality or features.  You agree to comply with all usage documentation, functionality and instructions accompanying or made available by Opine in connection with the Services.  In the event of any conflict between any term or condition set forth herein and in the Rules, the former prevails. 

1.2 Account; Passwords.  You are permitted to use the Services only after registering for an account (an “Account”).  In connection therewith, you must create a unique user-id and password (together, the “Password”).  The Password will be stored with a third party authentication provider.  You agree to maintain the Password in strict confidence and not to provide the Password to any third party not listed in your Account as an authorized user without first obtaining Opine’s prior written consent, each of whom, for doubt avoidance purposes, must be your W-2 employee or a 1099 independent contractor under your direction and control that accesses the Services on your behalf (the “Authorized User(s)”).  You shall ensure each Authorized User complies with (and you are liable for each Authorized User’s compliance with) all terms and conditions applicable to your use of the Services hereunder and applicable law, including, without limitation, the usage limitations set forth in any Order Form.  In the event any Password is (or is suspected to be) lost or compromised, you will be responsible solely for all actions, damages, liabilities and losses incurred as a result of such loss or compromise, except to the extent arising from Opine’s gross negligence or willful misconduct.  In connection with your Account, you hereby represent and warrant to Opine all information you provide to Opine during the Term is and will be truthful and accurate in all material respects, and you are not directly or indirectly (as an owner, strategic partner or otherwise) engaged in any business relationship or activity that competes with Opine or the Services.

1.3 Proprietary Rights.  The Agreement is an agreement for services and, except to the extent otherwise expressly set forth herein, you are not granted any license hereunder.  As between you and Opine, all software embedded in the Services is owned and controlled by Opine (the “Software”), and the Services, are and will remain Opine’s sole and exclusive property.  You agree not to take any actions inconsistent with Opine’s ownership of the Software and the Services.  Except as otherwise expressly granted in this Agreement, you shall not have or acquire any rights or interest in or to the Software or the Services.  You acknowledge the Software contains Opine’s proprietary information and trade secrets.  Further, you acknowledge and agree Opine owns all right, title and interest in and to the Site, including, without limitation, in and to Opine’s owned or controlled graphics, logos and trademarks, applications, multimedia content, or other information, and the look, feel, layout and organization of the Site (collectively the “Materials”).  Nothing set forth in this Agreement shall be construed as granting, by implication, estoppel or otherwise, a license or right to use the Materials and all such Materials are copyright © Opine Market, Inc., all rights reserved. 

1.4 Content.  

1.4.1 You understand and acknowledge Opine does not own or control any information, data, communications, messages, texts, files, images, photos, graphics, videos, audio, or other materials posted, presented, displayed or published on, or transmitted, distributed or otherwise linked through the Services (individually and collectively, “Publish,” or any derivatives thereof as the context dictates) by you or by a third party (excluding Customer Information (as defined below), the “Content”).  Unless expressly stated otherwise, Opine does not verify or endorse any Content and does not guarantee the accuracy, integrity, quality or appropriateness of any Content.  You are responsible solely for your access to, use of and/or reliance on, third party Content, and you understand you use and rely on such Content at your sole risk.  Under no circumstances will Opine be liable in any way for any Content or for any loss or damage of any kind incurred as a result of your use of any Content.  Notwithstanding anything to the contrary set forth herein, Opine, in its sole discretion, reserves the right to refuse, move, modify or delete any Content for any reason, with or without notice to you.  If you Publish Content, you hereby represent and warrant to Opine you either own all right, title and interest in and to such Content, or you possess sufficient rights, approvals, licenses, consents and permissions as are necessary to Publish such Content.  

1.4.2 You own and retain all right, title, and interest, including, without limitation, all intellectual property and other proprietary rights, in and to your Content; provided, you hereby grant, and upon each Publication, automatically grant, Opine a worldwide, non-exclusive, royalty-free, fully-paid up: (a) and sublicensable (but only to third party vendors that provide services necessary to the operation of the Services) license and right to use all Content and Customer Information in connection with Opine’s provision of the Services to you; and (b) sublicensable (through multiple tiers), transferable, irrevocable, and perpetual license and right to use data derived from the interaction of non-personally identifiable Content with the Services in aggregated and blinded formats that do not identify, reference, or imply an association with you, for purposes of: (i) creating benchmarking, statistical, research and marketing analyses, surveys, reports, and studies; and (ii) improving the Services.  

1.4.3 Opine may collect certain personally identifiable personal and business-related information about you and Opine’s other customers, which generally includes, but is not limited to, name, address, and contact information you input when you register for an Account (excluding Content, the “Customer Information”).  Also, information about your computer hardware and software automatically may be collected by the Site, including, but not limited to: IP addresses, browser types, domain names, access times and referring website addresses.  You hereby consent to Opine’s use and disclosure of such information in connection with Opine’s: (a) provision of the Site and the Services and the enforcement of its rights hereunder; and (b) delivery of communications about the Services.  Except to the extent expressly set forth in this Section 1.4.3 and/or in the Rules, Customer Information is your Confidential Information (as defined below) and will be treated by Opine in accordance with Section 5 below.  

2. FEES AND PAYMENT.  

2.1 You agree to pay all subscription fees specified on each Order Form (the “Fees”) in accordance with the payment terms set forth therein.  Additional applications, functionalities, or usage rights not included in the Services for which you subscribed in an Order Form may be ordered through an additional Order Form or by contacting Opine directly; your Services may be upgraded (but not downgraded) at any time during the then-current Term.  In the event you exceed any use limitations set forth in an Order Form, you will be charged at the prices set forth therefor in the applicable Order Form.  Paid Fees are non-refundable.  Payments for Fees and reimbursements for expenses, if any, will be billed in advance at such intervals, and shall be due and payable within such time period, as are set forth in the applicable Order Form; payments for fees due in connection with Professional Services (as defined below) will be paid in accordance with the payment terms set forth in the Statement of Work (as defined below) therefor.  Any payment due and not received by Opine by the due date may be subject, at Opine’s sole discretion, to a late fee equal to one and one half percent (1.5%) (or the maximum rate permitted by law) of the amount then due, for each month overdue until paid in full.  In the event you fail to make timely payments when due, Opine may, at its election, discontinue, terminate, or suspend the Services, without incurring any liability to you.  Any such discontinuation or suspension shall not relieve you of your obligation to pay the Fees until this Agreement is terminated in accordance with the termination provisions set forth in Section 3 below.  For amounts outstanding after sixty (60) days from your receipt of the invoice therefor, you shall be responsible for and agree to pay reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses.  From time to time, and at any time, Opine may require reasonable credit guarantees before continuing your access to and use of the Services.

2.2 All Fees must be paid in U.S. dollars and are exclusive of taxes.  All such taxes are payable by you, excluding only taxes based on Opine’s net income.  Applicable taxes will be billed as a separate item on the invoice where practicable.  You agree to pay the Fees without deduction of any taxes, VAT, assessments, or like charges.  No part of the Fees will be subject to withholding for any federal, state, or other like taxes or payments.

2.3 If and to the extent applicable based on your preferred method of payment, you hereby authorize Opine’s designated third party payment processor (the “Payment Processor”) to charge your specified credit card, debit card or other payment method for such fees as are set forth in your Account.  The Payment Processor is a payment intermediary service to process credit and debit card transactions.  By using the Services, if and to the extent you elect to remit payment by credit card, you also agree to be bound by the Payment Processor’s agreements or policies applicable to third parties utilizing its service to facilitate payments.  Opine does not request or store any of your financial information, such as your bank routing or account numbers, or your debit or credit card account numbers.  As between you and Opine, you are responsible for all transactions (one-time, recurring, and refunds) processed through the Payment Processor.

3. TERM AND TERMINATION. 

The term of the Agreement commences on the Effective Date and, unless earlier terminated as provided herein, continues for such period of time as is set forth in the applicable Order Form (the “Initial Term”).  Contemporaneous with the expiration of the Initial Term and each successive twelve (12)-month term thereafter, the term of this Agreement automatically renews for successive twelve (12)-month terms (each such twelve (12)-month term, a “Renewal Term,” and collectively with the Initial Term, the “Term”) unless you provide Opine with written notice of your intent not to renew this Agreement not less than thirty (30) days prior to the end of such Initial Term or Renewal Term, as applicable, or until terminated in accordance with the terms and conditions set forth herein.  A party may terminate this Agreement by providing the other party with thirty (30) days’ prior written notice thereof due to such other party’s breach of a term, condition, or representation/warranty set forth in the Agreement, which breach is not cured within such thirty (30)-day period.  Upon expiration or termination of the Agreement, you shall cease access to and use of the Services and Opine will terminate your access to the Services.  Notwithstanding any termination or expiration of the Agreement, you remain obligated to pay Opine amounts which were incurred prior to (and on) the effective date of such termination.  The provisions of the Agreement that by their nature and context are intended to survive the performance and termination of the Agreement, will survive the termination of the Agreement.  

4. INTERACTIONS WITH THIRD PARTIES THROUGH THE SERVICES. 

4.1 The Services may contain third party websites and services and/or links thereto and/or may display advertisements for third parties (collectively, “Third Party Service(s)”).  The Third Party Services are not under Opine’s control, and Opine is not responsible for any Third Party Services.  Opine provides access to the Third Party Services only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Services.  While Opine may recommend such Third Party Services and/or rely on data or information provided or generated by such Third Party Services in the course of providing the Services, you hereby acknowledge Opine does not warrant the accuracy, reliability, or completeness of any such data and information; and you hereby agree Opine shall not be liable for any acts or omissions based on your reliance thereon or any loss or liability arising therefrom.  

4.2 Any business relationship, exchange of data or other interaction between you and a third party, and/or any purchase, download or use by you of any Third Party Services (“Third Party Interaction(s)”), is solely between you and such third party, and you hereby release and hold Opine harmless from, and will look to such third party with regard to, any claims relating to or arising out of a Third Party Interaction.  When you click on any link to use or access a Third Party Service, the applicable third party’s terms and policies apply, including such third party’s privacy and data gathering practices.  Opine is not a party to, has no involvement or interest in, makes no representation, warranty or guaranty with respect to, and has no obligation in connection with, any communication, transaction, interaction, dispute or any relation whatsoever between you and any third party through the Services; including, but not limited to, interactions related to payment and delivery of items and services, and any other terms, conditions, warranties or representations associated with such Third Party Interactions.

4.3 You hereby acknowledge and agree Opine may rely on services, data or information provided or generated by certain third party products and services in the course of providing the Services and such information may be incorporated into the Services.  Opine specifically does not warrant the accuracy, reliability or completeness of any such data and information; and you agree Opine shall not be liable for any acts or omissions based on its reliance thereon.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THE SERVICES RELY UPON THIRD PARTY SOFTWARE AND HARDWARE FOR CERTAIN FUNCTIONS AND OPINE MAKES NO REPRESENTATION, WARRANTY, PROMISE OR GUARANTEE TO YOU THAT SUCH SOFTWARE OR HARDWARE WILL BE ERROR FREE, ACCOMPLISH A SPECIFIED PURPOSE, OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC, AND OPINE WILL NOT BE LIABLE TO YOU FOR ANY FAILURE THEREOF.  

5. CONFIDENTIAL INFORMATION. 

The term “Confidential Information” means a party’s business and technical information in any form that reasonably should be known or deemed to be confidential or proprietary due to the circumstances of disclosure or the nature of the information disclosed.  Confidential Information received by a receiving party must be retained in confidence and disclosed only to employees or contractors of such receiving party who have a need to know in connection with the Agreement.  The receiving party shall use the same degree of care as it uses to protect its own confidential information of a similar nature and value, but no less than reasonable care, including industry standard controls, to prevent the unauthorized use, dissemination, or publication of the Confidential Information.  Neither party is bound by the obligations restricting disclosure and use set forth in this Agreement with respect to any information that: (a) was known by a receiving party prior to disclosure without an obligation of confidentiality; (b) was in the public domain prior to its disclosure by a disclosing party or becomes publicly available other than through a breach of this Agreement; (c) was disclosed to a receiving party by another person, provided that person lawfully received such information without any non-disclosure obligation; or (d) is independently developed by a receiving party, as evidenced by such receiving party’s prior written records.  In addition to the foregoing, the receiving party may disclose the disclosing party’s Confidential Information without breaching this Section 5 when such disclosure is compelled pursuant to legal or judicial proceeding and the receiving party has given reasonable prior notice to the disclosing party (to the extent lawfully permitted) to allow it to seek protective or other court orders.  Nothing set forth herein shall be construed to prohibit Opine from disclosing your Confidential Information to any third party that has a need to know such information in connection with the Services or with the enforcement of Opine’s rights hereunder.  In addition to the foregoing, Opine’s privacy policy posted at https://tryopine.com/privacy-policy generally applies to Opine’s treatment of certain information received from or about individuals (the “Policy”).  

6. REPRESENTATIONS AND WARRANTIES. 

You represent and warrant to Opine: (a) you are a company duly organized and validly existing in good standing under the laws of the jurisdiction in which you were formed; (b) you have full power and authority to enter into the Agreement, which constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (c) your use of the Services is and will at all times be: (i) in accordance with all applicable laws, rules and regulations; and (ii) without infringement or misappropriation of any intellectual property right or other right of a third party; and (d) neither you nor any of your officers, directors, owners, or personnel is located in a U.S. embargoed country, or is, or has been, named on the U.S. Treasury Department’s listing of specially designated nationals and blocked persons or is, or has been, otherwise blacklisted by any instrumentality of the United States.

7. INDEMNIFICATION. 

You hereby agree to indemnify, defend and hold harmless Opine and its affiliates, subsidiaries, officers, directors, stockholders, employees, consultants, representatives, agents, successors, and assigns from and against any and all claims, losses, liabilities, sums of money, damages, expenses, costs (including, but not limited to, reasonable attorneys’ fees), and/or actions arising from: (a) your breach of any term, condition, representation or warranty set forth in this Agreement; (b) Content Published by you or through your Account; and/or (c) your Third Party Interactions.

8. LIMITATION OF LIABILITY; DISCLAIMER.

8.1 EXCEPT TO THE EXTENT ARISING IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY’S INTENTIONAL MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, LOST PROFITS, PUNITIVE, EXEMPLARY, REMOTE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOST BUSINESS, LOST SAVINGS AND LOST PROFITS) WHICH MAY ARISE UNDER THIS AGREEMENT EVEN IF SUCH PARTY PREVIOUSLY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT TO THE EXTENT ARISING DIRECTLY FROM OPINE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR DUE TO OPINE’S MISAPPROPRIATION OF YOUR INTELLECTUAL PROPERTY RIGHTS, OPINE’S MAXIMUM LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES AND CLAIMS ARISING OUT OF THIS AGREEMENT AND/OR FROM THE USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, IS LIMITED TO THE GREATER OF FEES ACTUALLY PAID TO OPINE DURING THE TWELVE (12)-MONTH PERIOD ENDING ON THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH LIABILITY AND ONE HUNDRED AND 00/100 DOLLARS ($100.00).  NO CLAIM MAY BE ASSERTED BY A PARTY AGAINST THE OTHER PARTY MORE THAN TWELVE (12) MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. 

8.2 YOU HEREBY AGREE YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND YOU WILL BE RESPONSIBLE SOLELY FOR ANY DAMAGE OR LOSS TO YOU OR YOUR COMPUTER NETWORK OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICES.  THE SERVICES AND THE THIRD PARTY CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPINE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, AND NON-INFRINGEMENT.  OPINE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES OPINE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR AS TO THE ACCURACY, TRUTHFULNESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED.  

8.3 YOU ACKNOWLEDGE OPINE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.  ACCORDINGLY, OPINE WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 

9. PROFESSIONAL SERVICES. 

From time to time, Opine may provide professional services to you (the “Professional Services”).  In case of each such provision, the parties will enter into a written statement of work (or purchase order) that references the Agreement and that sets forth the scope of those services, the compensation therefor, and such other terms and conditions as the parties determine (each, a “Statement of Work”).  You understand the Professional Services are provided by Opine separate and distinct from the Services, are purchased separate and distinct from the Services, and are not required for your use or enjoyment of the Services.  Except to the extent expressly set forth in such Statement of Work, such Statement of Work is subject to, and governed by, the Agreement.

10. GOVERNING LAW. 

This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of North Carolina, as it is applied to agreements entered into and to be performed entirely within North Carolina, except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction.  Any dispute or controversy arising under, out of, or in connection with this Agreement shall be resolved by binding arbitration under the then current Commercial Arbitration Rules of the American Arbitration Association (including the expedited procedures and optional rules for emergency measures of protection thereunder) before a single arbitrator.  Any such arbitration shall be conducted in Raleigh, North Carolina.  Judgment upon any award may be entered in any court of competent jurisdiction.  The decision of the arbitrator shall be in writing and conclusive upon the parties.  Notwithstanding the foregoing, Opine shall have the right to seek injunctive relief or other equitable or legal remedies in a court of competent jurisdiction in the State of North Carolina, to which jurisdiction, for such purpose, you hereby irrevocably consent.  All rights and remedies hereunder are cumulative.  

11. ELECTRONIC SIGNATURES. 

You acknowledge and agree that by clicking “I Agree” or “I Accept” in connection with the Services: (a) you agree to conduct electronically the particular transaction into which it is entering; (b) you read, understands and agrees to be bound by the electronic copy of electronic contracts, notices and records to which it is agreeing, including, without limitation, the Agreement; (c) you are capable of printing or storing a copy of electronic records of agreements to which it is agreeing including, without limitation, the Agreement; and (d) you agree to receive electronically information about the agreements to which it is agreeing including, without limitation, the Agreement.

12. MISCELLANEOUS.  The Agreement is made for the benefit of the parties only and there are no intended third party beneficiaries.  A party’s failure to exercise any of its rights under this Agreement will not constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default.  All notices and waivers hereunder will be in writing.  You may not assign or transfer this Agreement or any rights or obligations hereunder, without Opine’s prior written consent, and any attempt to do so shall be considered null and void.  Opine will not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond Opine’s reasonable control, including causes resulting from third party acts.  The Agreement (including the Rules) constitute the entire agreement and understanding between you and Opine and supersede all prior and contemporaneous agreements, documents, and proposals, oral or written, between you and Opine.  If any part(s) of the Agreement are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.  At all times, you agree Opine may use or incorporate any suggestions or recommendations you submit to Opine without compensation or attribution to you, and you hereby assign to Opine all rights, title and interest in and to such suggestions or recommendations.  These Terms and the Rules may be modified by Opine from time to time, which modifications shall become effective upon delivery to you of notice thereof through the Services.  For purposes of avoiding doubt, each Order Form may be amended only by a written document signed by both parties expressly referencing the Agreement and the terms being amended.  Except to the extent expressly set forth herein, all notices and communications hereunder shall be in a writing and shall be transmitted by email, hand delivery, overnight courier service or by registered or certified mail, return receipt requested, postage prepaid, to the address set forth on the Site, in Opine’s case, or in your Account, in your case.  The relationship of the parties established by the Agreement is that of independent contractors, and nothing contained in the Agreement shall be construed to create a joint venture or partnership between the parties or to give either party the power to act as agent for the other or to enter into any agreement on behalf of the other party.