Terms And Conditions
By registering as a user of the Site or the Service, you, as an individual and as an authorized representative of the company or institution you represent, (“You”) represent and warrant that you are accessing the Service on behalf of the company whose information you provided during the registration process (“Client”).
You hereby represent and warrant that you have the authority to legally bind Client, and that you are duly authorized to enter into this Agreement on behalf of Client. The Service is provided to you at the website www.Openmyportal.com (the “Site”). The Site, the Service and any other services provided by PT Artha Global Portal (“AGP”) related to the Site, or the Service are intended for use only by Client and its Authorized Users.
Access to and use of the Services by Client and its Authorized Users is conditioned upon acceptance of this Agreement. By clicking the “I AGREE” button below, you accept and consent to be bound by the then-current terms of use on behalf of Client (the “Agreement”) and further represent and warrant that this Agreement creates a binding contract between Openmyportal and Client.
1. DEFINITIONS. The following are the definitions that apply in this Agreement.
1.1 “Affiliate” means, with respect to a Party, any corporation or other entity that controls, is controlled by or is under common control with, such Party.
1.2 “Authorized User” means a user who is authorized by Client to access and use the Service on behalf of Client.
1.3
“Confidential Information” means any non-public information provided by the disclosing Party (“Disclosing Party”) to the Party receiving the information (“Receiving Party”). Confidential Information includes, but is not limited to, the following:
- (i) with regard to Openmyportal, all Openmyportal Information, software, inventions, know-how, ideas, programs, apparatus programs and Intellectual Property Rights related to, connected with or arising out of the Service;
- (ii) with regard to Client, any non-public information regarding the business or business partners of Client, in whole and in part; and
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(iii) with regard to either Party, the terms, conditions, pricing and other contents of this Agreement, and any other information, technical data or know-how, including, without limitation, that which relates to research, product plans, products, services, customers, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, data compilations, processes, designs, drawings, engineering, hardware configuration information, marketing or finances.
Notwithstanding the foregoing, Confidential Information does not include Market Statistics or information, data or know-how which:
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(i) is in the public domain at the time of the disclosure or becomes available to the public thereafter without restriction, and not as a result of the act or omission of the Receiving Party;
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(ii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure;
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(iii) is lawfully in the possession of the Receiving Party at the time of the disclosure;
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(iv) is approved for release by written authorization of the Disclosing Party; or
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(v) is developed independently and separately by the Receiving Party without use of the Disclosing Party’s Confidential Information.
1.4 “Content” means any data, information or materials provided to Openmyportal by or relating to Client, in any media known now or in the future, for use with the Service.
1.5 “Data Protection Laws” means all laws (including, without limitation, the Data Protection Act 1998) that relate to the processing or the security of Personal Data and which are applicable to the processing of Personal Data by Openmyportal.
1.6 “Force Majeure” means events or conditions beyond a Party’s reasonable control, including, without limitation, acts of common enemy, earthquakes, floods, fires, epidemics, terrorist attacks, embargoes, strike, fire, governmental acts or orders or restrictions, acts of God, lack of internet availability beyond the demarcation of the Service (e.g., issues related to backbone peering point, DNS or root server issues), inability to secure products or services from third parties or any other reason where failure to perform is not caused by the negligence of the nonperforming Party.
1.7 “Information” means any technical or business information in written, graphical, oral or other tangible or intangible forms, including, without limitation, specifications, drawings, tools, samples, reports, compilations, records, data, computer programs, drawings, models and secrets.
1.8 “Intellectual Property Rights” means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, moral rights, know-how and any other similar rights or intangible assets recognized under any laws or international conventions, and in any country or jurisdiction in the world, as intellectual creations to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations or reissues of the foregoing now or hereafter in force.
1.9 “Market Statistics” means any summarized data as well as derivative, aggregated, de- identified, or non-attributable statistical information associated, including that which is associated with Transaction Information (e.g., Client registration/participation rates, segmentation analysis, offer activity, invoice load trending analysis and industry, sub-industry and geographical trending analysis) that may be combined with other information to optimize, construct, provide or improve Openmyportal’s performance, modeling, products or services.
1.10 “Party” or “Parties” means, individually or collectively, as the case may be, Openmyportal and Client and any and all permitted successors and assigns.
1.11 “Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company, a government or any political subdivision or agency thereof or any other entity.
1.12 “Sanctions” means economic, trade or financial sanctions, requirements or embargoes imposed, administered or enforced from time to time by any Sanctions Authority.
1.13 “Sanctioned Jurisdiction” means, at any time, a country or territory that is, or whose government is, the subject of Sanctions.
1.14 “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list maintained by any Sanctions Authority, or (b) any Person located, organized or residing in a Sanctioned Jurisdiction.
1.15 “Service” means Openmyportal’s proprietary services platform, related tools and other services accessed and used by Client (pursuant to this Agreement) and its Authorized Users to offer, accept and document (in the form of Award Files) the acceleration of payment of non-disputed invoices, including any successor or replacement or future services offering the same or more functionality than its predecessor.
1.16 “Software” means (i) any proprietary Openmyportal computer software program or application, or those of its third-party licensors, utilized by Openmyportal in the establishment, operation and/or the provision of the Service including any proprietary schema, data processing or storing applications, tools, methodologies and databases and (ii) all source code, documentation, updates, upgrades and derivative works thereof.
1.17 “Client Services” means any consultancy services such as implementation, training or support to be provided by Openmyportal as set out in the signup process or as agreed between Client and Openmyportal in writing from time to time.
1.18 “Transaction Information” means all data, Content, and information generated or posted through the Service that is disclosed directly or indirectly to Openmyportal by any party but shall not include any information which was at the time of disclosure within an enumerated exception to the definition of Confidential Information.
2. SERVICE ACCESS
2.1 Use. Openmyportal hereby grants Client a non-exclusive, non-transferable, limited right to permit Authorized Users to access and use the Service, subject to the following restrictions: (i) Client may use the Service solely for Client’s own internal business purposes; and (ii) Client shall not (A) make any copies of all or any portion of the Service; (B) sell, sublicense, distribute, rent, lease or assign the Service to any other person or entity; (C) modify, reverse engineer, decompile, disassemble, translate, alter or create derivative works based on the Service; (D) except for Authorized Users, permit any third party to use the Service; (E) create Internet “links” to or from the Service, or “frame” or “mirror” any content forming part of the Service, other than on Client’s or its Authorized Users’ own intranets or otherwise for its own internal business purposes, (F) send spam or other duplicative or unsolicited messages in violation of applicable laws, (G) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights, (H) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (I) interfere with or disrupt the integrity or perform of the Service or the data contained therein; or (J) attempt to gain unauthorized access to the Service or its related systems or networks.
2.2 Access to the Service. Openmyportal shall provide access to the login screen to Client on the instruction of, and on behalf of, a Buyer, and Client shall be permitted to create a unique login credential (“Username” and “Password”) to be confidential and used by Authorized Users to access the Services. Client will be solely responsible and liable for all activities that occur under any Username and Password created by to Client. Client shall immediately notify Openmyportal of any unauthorized use of any Username or Password and Openmyportal shall take such action as it deems appropriate to address the unauthorized use. Client agrees on its own behalf, and agrees to require its Authorized Users, to access the Service in a secure manner in compliance with Openmyportal’s reasonable standards established from time to time which currently require, to the extent applicable, use of web browsers.
3. SCOPE, AVAILABILITY AND MODIFICATIONS
3.1
Scope of Service. The Service is intended to enable operation for Client and Openmyportal does not act for or represent Client. Openmyportal is not a party to, third party beneficiary of, or a guarantor of performance with respect to any transaction, agreement or arrangement concluded between Client using the Service. Specifically, (i) Openmyportal does not control the quality, safety, legality or availability of the content or services accessed through the Service, the terms and conditions on which the Content, goods, and/or related services accessed are provided, or Client’s compliance with any agreement that it may execute with a Buyer; (ii) Openmyportal undertakes no duties to receive or distribute any payments agreed by Client; and (iii) under no circumstances shall Openmyportal in any manner obtain an interest in, or otherwise be deemed to be within the chain of title of, any Content, goods, and/or related services accessed by Client. Client acknowledges that Openmyportal takes no responsibility for the terms and conditions governing the provision of any Client Content, goods, and/or related services.
Client shall address any issues arising from any transaction, agreement or arrangement concluded between Client and any Buyers using the Service exclusively with the relevant Buyer and shall not hold Openmyportal responsible or liable in any way for the actions or omissions of any Buyers. Client agrees that all Openmyportal market closings will be held on a business day for the respective Buyer.
3.2 Availability of Service. Client acknowledges and agrees that the availability of the Service is subject to the availability of connection services and functions to and within the Internet and that the Internet is not fault tolerant. Accordingly, Openmyportal shall not have any liability for any breach of any representation, warranty or covenant of this Agreement that arises out of or relates to the unavailability of such connection services and other network functions for whatever reason.
3.3 Modification of Service. Client understands and agrees that Openmyportal may modify the Service, the name or the manner in which the Service is made available, and that those modifications may create differences in how Client accesses the Service. Client further understands and agrees that, upon reasonable advance written notice to Client, Openmyportal reserves the right to replace or cease offering any of the Service.
3.4 Client Services. Where agreed to in the sign-up process or as otherwise agreed between the Parties, Openmyportal will provide Client Services to Client.
3.5 Indemnity. Client shall indemnify, defend and hold harmless Openmyportal and its directors, officers, members, managers and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including reasonable attorneys’ fees), that may at any time be incurred by reason of claim from any third party arising out of or relating to a breach of this Agreement by Client; any claim from a Buyer arising out of Client’s use or misuse of the Service, or any claim that is inconsistent with a Client’s representations or warranties to Openmyportal contained in this Agreement.
4. PROPRIETARY RIGHTS
4.1 Title to Technology. All Intellectual Property Rights pertaining to Openmyportal, the Software, Market Statistics and the Service, in whole or in part, shall be, vest with and remain the exclusive property of Openmyportal and its third-party licensors. Client shall not on its own behalf or on behalf of any third party violate Openmyportal’s Intellectual Property Rights.
4.2 Market Statistics. Client agrees that Openmyportal may use Transaction Information to create Market Statistics.
4.3 Title to Content. All title, right, and interest in and to any Content submitted to Openmyportal in the course of providing the Service shall remain the property of the applicable Client or other third-party owners. If all or part of any Content becomes the subject of an actual or threatened lawsuit or if Openmyportal believes such Content may violate a third party’s Intellectual Property Rights or applicable law, Openmyportal will immediately be entitled to remove such Content without incurring any liability to Client. All title, right and interest in and to content licensed by Openmyportal from third party licensors and utilized in the process of providing the Service, if any, shall remain the exclusive property of Openmyportal or its third-party licensors.
4.4 Suggestions. Openmyportal shall have a royalty-free, worldwide, perpetual and irrevocable license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client and its Authorized Users relating to the Service.
4.5 Client’s License to Openmyportal. Client hereby grants a limited, non-transferable license to Openmyportal for Openmyportal to use Client’s name, logos and trademarks to identify Client as a user of the Site and the Services for Openmyportal’s marketing and public relations purposes, including marketing materials, advertisements, customer lists, press releases, presentations, and publications during the term of this Agreement. Openmyportal may also provide Client’s name, logos and trademarks, including, without limitation Client’s contact personnel names and contact information, to Openmyportal’s Buyer clients and other third parties with which Openmyportal has a business relationship for the purpose of expanding adoption of the Service by Buyers and Client. Openmyportal must obtain Client’s prior written consent for any other uses of Client’s name, logos, and trademarks, such consent not to be unreasonably withheld or delayed; provided, however, that no consent by Client shall be required where the use of Client’s information is compliant with this Agreement or the Openmyportal Privacy Policy.
5. CONFIDENTIALITY AND DATA PROTECTION
5.1 Nondisclosure of Confidential Information. Each Party shall retain the other Party’s Confidential Information in the strictest confidence (i.e., on a need to know basis) and shall not disclose such Confidential Information to any third party. Each Party agrees: (i) to use the Confidential Information only for the purposes of this Agreement and as expressly permitted by this Agreement; (ii) not to make copies of or store Confidential Information or any part thereof except as expressly permitted by this Agreement; (iii) to reproduce and maintain on any copies of any Confidential Information such proprietary legends or notices (whether of Disclosing Party or a third party) as are contained in or on the original or as the Disclosing Party may otherwise reasonably request; and (iv) to treat this Agreement as Confidential Information. The Receiving Party shall notify the Disclosing Party in writing of any known unauthorized use, possession or disclosure of Confidential Information of the Disclosing Party. The Disclosing Party shall have the sole right (but shall be under no obligation) to take legal or other action against any third party with respect to any such unauthorized use, possession or disclosure of Confidential Information of the Disclosing Party, and the Receiving Party shall cooperate with the Disclosing Party in such effort.
5.2 Remedies. The Parties agree that, notwithstanding any other section of this Agreement, the non-breaching Party shall be entitled to seek equitable relief to protect its interests, including, without limitation, preliminary and permanent injunctive relief, as well as monetary damages. Nothing stated herein shall be construed to limit any other remedies available to the Parties.
5.3 Disclosures to Governmental Entities. If Receiving Party becomes legally obligated to disclose Confidential Information by any governmental entity as a result of court order, subpoena or similar legal action (“Compelled Disclosure”), the Receiving Party will give the Disclosing Party prompt written notice. The Receiving Party will cooperate with the Disclosing Party’s reasonable efforts to quash, modify or challenge the Compelled Disclosure, and will disclose only such information as is legally required. Notwithstanding anything herein to the contrary, a Compelled Disclosure is not considered a breach of Section 5.1 above.
5.4 Data Protection. To the extent Openmyportal processes any Personal Data as a result of providing the Service, Client agrees that Openmyportal does so as Data Processor and that Client is the Data Controller in relation to such Personal Data and in relation to such Personal Data: (i) Openmyportal will process such Personal Data for the sole purpose of providing the Service in accordance with the terms of this Agreement and any lawful written instructions reasonably given to Openmyportal by Client from time to time; and (ii) Client will have in place appropriate technical and organizational security measures against unauthorized or unlawful processing of such Personal Data and against accidental loss or destruction of, or damage to, such Personal Data.
5.5 International Data Transfers. Openmyportal and Client agree that any Personal Data processed as a result of providing the Service will be hosted or stored in Azure Cloud by Openmyportal’s Affiliate. In respect of such Personal Data, Openmyportal represents and warrants that it has taken appropriate measures to comply with applicable Data Protection Laws in respect of such Personal Data.
6. TERM AND TERMINATION
6.1 Term. This Agreement shall become effective on the date Client or any Authorized User first registers on the Site and agrees to these terms and shall continue in force so long as the Service is being provided by Openmyportal to Client.
6.2 Termination for Cause. Openmyportal may terminate this Agreement if (a)(i) the Client defaults under this Agreement; and (ii) such default is not cured within three (3) business days after notice of default is provided to Client; or (b) Client terminates or suspends its business activities, becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under any applicable law.
6.3 Termination for Convenience. Either Party may terminate this Agreement at any time, for any reason at its sole discretion, by providing the other Party no less than thirty (30) days advance written notice thereof.
6.4 Effect of Termination. Upon termination of this Agreement, consistent with the terms herein, Openmyportal may immediately discontinue Client’s access to and use of the Service. Client shall promptly discontinue use of any Service and destroy any Confidential Information that Client has received from Openmyportal. For a period of not less than one (1) year post-termination, Openmyportal may keep one (1) copy of all Residual Data for archival, litigation, regulatory, financial and audit tracking purposes in accordance with standard data security, audit and accounting practices. Openmyportal is not required to affirmatively purge delete or purge any records in backup or archival systems kept in the normal course of business.
6.5 Survival. Notwithstanding any termination of this Agreement, Sections 5.1 – 5.3 (“Confidentiality”) shall survive for a period of five (5) years, Section 8.4 (“Employee Solicitation”) shall survive for a period of one (1) year, while Sections 3.5 (“Indemnity”), 5 (“Proprietary Rights”), 7 (“Disclaimer; Warranty; Limitation of Liability”), and 8.6 (“Governing Law”) shall survive termination of this Agreement indefinitely. All other rights granted hereunder will cease upon termination.
7. DISCLAIMER; WARRANTY; LIMITATION OF LIABILITY
7.1 Disclaimer. To the maximum extent allowed by law and except as unambiguously and expressly set forth in this Agreement, the Client Services are provided “as is” and Openmyportal specifically excludes and disclaims all implied warranties, conditions and representations (including relation to quality, skill and care and fitness for a particular purpose) connected with, related to or arising out of this Agreement and any representation, condition or warranty that access or use of the Service will be error-free, secure or uninterrupted, or that information or content will be accurate or timely.
7.2 Client’s Warranty. Client represents and warrants that (i) its Authorized Users have authority to act on behalf of Client; and (ii) all Transaction Information or other materials submitted by Client to Openmyportal hereunder will not (A) infringe on any third party’s rights, including any Intellectual Property Rights, (B) violate any applicable law, statute, ordinance or regulation; or (C) contain viruses, trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines. Client warrants that: (i) it is duly organized, validly existing and in good standing under applicable law; (ii) it has the power and authority to execute, deliver and perform under this Agreement; and (iii) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.
7.3 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT WILL Openmyportal (OR ANY Openmyportal SUBCONTRACTOR) BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGIES OR SERVICES, COST OF COVER OR PUNITIVE OR EXEMPLARY, OR AND DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OF OR USE OF THE SERVICE OR CLIENT SERVICES, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, Openmyportal (AND ANY Openmyportal SUBCONTRACTOR) WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SERVICE OR CLIENT SERVICES. Openmyportal’S AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT, WILL NOT, IN ANY EVENT, EXCEED THE GREATER OF FEES ACTUALLY PAID BY CLIENT TO Openmyportal PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE OCCURRENCE OF THE BREACH OR INCIDENT ASSERTED AS CAUSING DAMAGE OR $100.00.
7.4 Exclusion. Nothing in this Agreement excludes the liability of Openmyportal for death or personal injury caused by Openmyportal’s negligence or for fraud or fraudulent misrepresentation.
8. GENERAL
8.1 Compliance. Client agrees that: (i) it will provide to Openmyportal any information in its possession related to an Authorized User who may be a Sanctioned Person; (ii) if Openmyportal determines in its commercially reasonable discretion that any Authorized User is a Sanctioned Person, Openmyportal may deactivate the Sanctioned Person as an Authorized User; (iii) Client shall comply with all relevant laws and regulations, anti-bribery/corruption, anti-money laundering and export control laws, and tax information reporting requirements applicable to this Agreement; (iv) if Client is listed as a Sanctioned Person, Client will notify Openmyportal; and (v), if Openmyportal determines in its commercially reasonable discretion that Client is Sanctioned Person, Openmyportal may deactivate Client and no further invoices for Client will be submitted to the Service.
8.2 Notices. Any notice required or permitted under the terms of this Agreement shall be delivered in person, by fax, by overnight courier service, or by first class, registered or certified mail, postage prepaid, (i) if to Client, to the address provided by Client during the sign-up process or (ii) if to Openmyportal, Attention: Openmyportal – Legal Notices, Jalan K.H.Hasyim Ashari No.125B, Complex Roxy Mas Block E2 No.28-29, RW.8, Cideng, Kecamatan Gambir, Kota Jakarta Pusat, Daerah Khusus Ibukota Jakarta 10150. All such notices shall be deemed to have been given upon receipt.
8.3 Third Party Rights. Save as expressly provided for in this Agreement, this Agreement does not confer any rights on any person not a Party to this Agreement.
8.4 Assignment and Subcontracting. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Client, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Openmyportal. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Notwithstanding anything to the contrary, Openmyportal shall have the right to subcontract any of its obligations hereunder to third parties.
8.5 Governing Law. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Republic of Indonesia without reference to conflict of laws principles.
8.6 Arbitration. If any dispute arises in connection with this Agreement, the dispute will be resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“Rules”) by three (3) arbitrators appointed in accordance with the Rules, without recourse to the ordinary courts of law. Notwithstanding the foregoing, either party may, without waiving any other rights or remedies available to it, seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of the filing party pending the completion of arbitration. Once the arbitration hearing is commenced, it shall remain in session during the normal business hours for each following business day, until concluded. Each party shall pay all its own arbitration costs, including, without limitation, attorney and professional fees, costs and expenses during the arbitration. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorney’s fees from the other party. Each party consents to the personal and subject matter jurisdiction of the arbitration proceedings as provided herein and waives any defense based upon forum non convenience or lack of personal or subject matter jurisdiction. The parties agree that the arbitration, the award and its terms, and the arbitrator’s written opinion shall be and remain confidential.
8.6.1 Arbitration Location. If Client is organized, resides, or has an office in Indonesia, the Venue of the mediation, and arbitration if any, shall be conducted in Jakarta, Indonesia in accordance with the Rules. If Client is not organized in, does not reside in, and does not have an office in the Indonesia the Venue of the mediation, and arbitration if any, shall be conducted in the Republic of Singapore, at the discretion of Client, in accordance with the Rules.
8.6.2 Arbitration Remedies. The award and any order of the arbitrators shall be final and binding on all parties to such arbitration, and judgment thereon may be entered in a court of competent jurisdiction. The arbitrators shall have no power to award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with this Agreement or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. The arbitrator has no authority to conduct any form of representative or class-wide proceedings, may not consolidate more than one person’s claims, and is restricted to resolving individual disputes. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of a reasonable need by the party seeking discovery. Except for the breach of Openmyportal’s proprietary rights, no action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has occurred.
8.7 Independent Contractors. The relationship of Openmyportal and Client established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed or implied to give either Party the power to direct or control the day-to-day activities of the other or constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
8.8 Terms. This Agreement is subject to change by Openmyportal without notice, and
Client agrees to abide by the Agreement in effect each time that Client accesses the Services. The revised Agreement will be effective when posted.
8.9 Miscellaneous. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction: (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. The failure of either Party to enforce at any time any of the provisions of this Agreement shall not be deemed to be a waiver of the right of either Party thereafter to enforce any such provisions. Except for any obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by Force Majeure. Section headings are for ease of reference only and do not form part of this Agreement. Client acknowledges having read the terms and conditions set forth in this Agreement, understands all the terms and conditions, and agrees to be bound thereby. No employee, agent, representative, or Affiliate of Openmyportal has authority to bind Openmyportal to any oral representations or warranty concerning the Service. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.
8.10 Governing Language. This Agreement is entered into in the English language. Any translation prepared for any reason shall be a non-binding accommodation of no legal effect, and the English version of this Agreement shall govern. All communications with respect to this Agreement shall be in the English language. All actions brought under this Agreement and mediation and arbitration proceedings shall be conducted in English, and all documents, other than third-party documentary evidence, submitted to the arbitrators or used in support of either party shall be in English. Without limiting the generality of this Section, each of the Parties acknowledges that: (i) it shall not assert any claim based upon any translation or any discrepancy or purported discrepancy between such translation and this English-language version of this Agreement; and (ii) any such translation shall not be used to interpret this Agreement.
