Terms and Conditions of Use

OSIO LABS WEB SITE “TERMS OF USE” INTERACTIVE SERVICE AGREEMENT AND LICENSE

Date of Revision: May 21, 2019

Welcome to the Osio Labs, Inc. web sites, including drupalize.me, gatsbyguides.com, heynode.com and various other company-owned web sites. These Terms of Use (also referred to as this “Agreement”) constitute a legally binding agreement made by and between Osio Labs, Inc. and the users of all of our web sites and related services, whether personally or on behalf of an entity (referred to as “you” or "User"). This Agreement governs your use of all of the Osio Labs web sites (collectively, the “Web Sites”) and the course content, services and support offered and provided by Osio Labs on the Web Sites (collectively, the “Services”), so please read it carefully.

PLEASE NOTE THAT BY ACCESSING OR USING OR ACCEPTING ANY OF THE WEB SITES OR THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE DISPUTE RESOLUTION PROCEDURE. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE WEB SITES OR THE SERVICES. OSIO LABS RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY TIME. YOUR CONTINUED USE OF THE WEB SITES AND/OR THE SERVICES CONSTITUTES ASSENT TO ANY NEW PROVISIONS OF THIS AGREEMENT THAT MAY BE POSTED ON THE WEB SITES IN THE FUTURE.

1. Contact Information.

Osio Labs, Inc. is a Rhode Island corporation with its principal office at

Postal mail should be sent to its mail drop,

Osio Labs does not maintain an office in North Carolina and does not accept service of process at its mail drop in North Carolina.

Customer Service Email: support@osiolabs.com
Telephone: +1 (855) 976-5535.

2. Modification of Terms.

Osio Labs reserves the right to modify these Terms of Use at any time. Except as otherwise stated herein, any change to these Terms of Use is effective immediately after Osio Labs gives notice to the User. Notice can be given through email, a posting on one of the Web Sites or any other means by which a User may obtain notice. The User agrees to check the Web Sites periodically for changes to these Terms of Use. Any use of the Web Sites after changes have been made shall be deemed acceptance of those changed terms and/or conditions.

3. Limited License.

Osio Labs grants each User a limited, non-exclusive, non-sublicensable and non-transferable license to access the materials and information made available to Users (the "Content") on the Web Sites according to the provisions contained herein, and subject to the payment of applicable fees and adherence to these Terms of Use.

4. Becoming a Registered User.

Except as expressly provided below, certain Services may only be used by, and registered user status is limited to, individuals who enter into legally binding contracts with Osio Labs under applicable law (“Registered Users”). Without limitation, minors are prohibited from becoming Registered Users.

To become a Registered User, you must create an account with Osio Labs through the online registration process on an applicable Web Site. In some cases, and only at your organization’s request, Osio Labs may create an online registration groups of users. If you create an individual account for yourself, you must provide Osio Labs with accurate and complete registration information, as prompted in the registration form. You should regularly review and promptly update your online profile if any of this information changes.

If you create an account you will be asked to choose a password. If your account was created for you, you will be asked to create a new password. You must keep your password confidential. You will be responsible for all uses of your password and account, including, without limitation, any use by any unauthorized third party. You must notify Osio Labs immediately if you believe your password or account has been obtained, or may be accessed or used by, any unauthorized person or entity. In addition, you must notify Osio Labs immediately if you become aware of any other breach or attempted breach of the security of the Web Sites. For security purposes, Osio Labs recommends that you change your password often.

The right to use the Web Sites does not necessarily include access to all of the software, content, services and support provided and licensed by Osio Labs to its Registered Users for a fee.

Registered Users may download and/or copy content or information displayed on the Web Sites for personal use or to further their business purposes, provided that all copyright and other notices contained therein are maintained. Copying, sharing, publishing, displaying, and/or preparing derivative works of any content or information from the Web Sites, in any form or by any means, for other than personal or business use is expressly prohibited without prior written permission from Osio Labs or the owner of the copyrighted content.

5. Fees; Renewal; Refund Policies.

Registration is on a recurring basis, either monthly or annually, and provides the Registered User with access to the Osio Labs Content for which registration is made. Registration automatically renews on the same date of each corresponding month or year, or on final date of the month if there is no corresponding date (e.g. January 31, 2018 registration renews on February 28, 2018). Fees are automatically charged on renewal date.

The term and access as a Registered User to the Web Sites may be canceled at any time by the Registered User. Upon cancellation of renewal the Registered User will retain access to the Osio Labs Content until the end of the paid renewal period. Registration fees are non-refundable; except that the Registered User may cancel renewed membership in writing up to three (3) calendar days after the renewal date and receive a full refund of the new membership fees. Osio Labs may increase registration fees for a subsequent period at any time and for any reason, provided that Osio Labs provides notice at least thirty (30) calendar days prior to the expiration of the registration period. Right of access to Osio Labs Content granted under these Terms of Use is effective only upon payment of the registration fees.

6. Access to Osio Labs Content; Modification of Content.

Osio Labs strives to provide Content to its Users on a continuous basis. To that end, Osio Labs will take all commercially reasonable efforts to provide uninterrupted access to the Content to its Users. However, from time to time, Users may be unable to access the Content due to conditions beyond Osio Labs’s control. Such conditions include, but are not limited to, force majeure events such as acts of God, power outages, and the acts of computer hackers and others acting outside the law. Also, from time to time, access may be unavailable due to software issues, server downtime, increased Internet traffic or downtime, programming errors, and regular maintenance of the Web Sites.

In response to any unavailability of the Content, Osio Labs will take all commercially reasonable steps to ensure that access is restored within a reasonable period of time. The term “commercially reasonable” as used in these Terms shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money.

Osio Labs endeavors to provide the highest quality content to its Users. To that end, Osio Labs reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of the Web Sites or the Services in whole or in part, including, without limitation, the content, availability, access and/or the Terms of Use of the Web Sites. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes on the Web Sites. Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for use of the Web Sites.

7. Prohibited Conduct.

You expressly agree to refrain from doing, either personally or through an agent, any of the following, all of which are termed “Prohibited Conduct”:

• Transmitting, installing, uploading or otherwise transferring any virus, advertisement, communication, or other item or process to the Web Sites that in any way affects the use, enjoyment or service of the Web Sites, or adversely affects Osio Labs’s computers, servers or databases.
• Capturing, downloading, saving, uploading, printing or otherwise retaining information and content available on the Web Sites other than what is expressly allowed by these Terms.
• Permitting or providing others access to Content using your user name and password or otherwise, or the name and password of another authorized User.
• Copying, modifying, reverse engineering, disassembling, redistributing, republishing, altering, creating derivative works from, assigning, licensing, transferring or adapting any of the software, information, text, graphics, source code or HTML code, or other content available on the Web Sites.
• Removing or modifying any copyright, trademark, legal notices, or other proprietary notations from the Content available on the Web Sites .
• Transferring the Content to another person; “framing,” “mirroring,” “in-line linking,” or employing similar navigational technology to the Content; or “deep linking” to the Content.
• Violating or attempting to violate Osio Labs’s security mechanisms, accessing any data or server you are not authorized to access or otherwise breaching the security of the Web Sites or corrupting the Web Sites in any way.
• Engaging in any other conduct which violates the Copyright Act or other laws of the United States or any other jurisdiction to which you are subject.
• Using any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other Users, the Web Sites or Osio Labs.
• Using the Web Sites to violate a third party’s intellectual property, personality, publicity or confidentiality rights; uploading, downloading, displaying, publishing, performing, creating derivative works from, transmitting, or otherwise distributing information or content in violation of a third party’s intellectual property rights.
• Misrepresenting your identity or personal information when accessing the Web Sites; or forging any TCP/IP packet header or any part of the header information in any email so that the email appears to be generated by Osio Labs.
• Posting obscene, harassing, defamatory, filthy, violent, pornographic, abusive, threatening, objectionable or illegal material on the Web Sites; posting a communication that advocates or encourages criminal conduct or conduct that may give rise to civil liability.
• Advertising or otherwise soliciting funds, goods or services on the Web Sites.
• Providing any commercial hosting service with access to the Web Sites and/or the Content on the Web Sites.

To ensure that Users of the Web Sites do not engage in Prohibited Conduct, Osio Labs reserves the right to monitor use of the Web Sites and to revoke or deny access to any person or entity whose use of Content suggests Prohibited Conduct. Access to the materials available on the Web Sites beyond that of normal patterns of use that suggests systematic copying of the materials constitutes abuse of Content and will result in revocation or denial of access to the Content. What are “normal patterns” and “abuse” shall be determined solely by Osio Labs. You agree not to violate any U.S., foreign or international software or technology export laws and regulations, including without limitation the U.S. Export Administration Regulations. If you believe your intellectual property rights have been violated, you should submit an infringement notification to the address set forth in Section 17 below.

8. LIMITED WARRANTIES.

Osio Labs warrants that the software that allows Users to access the Web Sites (the “Software”), if operated as directed, will substantially achieve the functionality required to access and use the Content. OSIO LABS PROVIDES NO WARRANTY THAT YOUR HARDWARE, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT AND/OR INTERNET SERVICE IS COMPATIBLE OR SUFFICIENT TO ACCESS THE WEB SITES. ALTHOUGH OSIO LABS HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE WEB SITES, IT MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE RELIABILITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THAT INFORMATION AND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS THEREIN.

9. DISCLAIMERS AND LIMITATION OF LIABILITY.

YOU ACCESS THE WEB SITES AT YOUR OWN RISK. THE WEB SITES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND (BEYOND THE WARRANTIES SET FORTH IN SECTION 8), EXPRESSED, IMPLIED OR STATUTORY, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS ARE SPECIFICALLY DISCLAIMED. OSIO LABS DOES NOT WARRANT ANY PARTICULAR RESULT FROM USE OF THE WEB SITES OR WARRANT THAT THE INFORMATION ON THE WEB SITES IS ACCURATE, COMPLETE OR COMPLIES WITH ANY PARTICULAR LAW OR REGULATION, OR THAT THE OPERATION OF AND YOUR ACCESS TO THE WEB SITES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT OR OTHERWISE) SHALL OSIO LABS OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, SHAREHOLDERS, DIRECTORS, OFFICERS, THIRD PARTY CONTENT PROVIDERS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, LOSS OF PRODUCTIVITY OR CONTRACT, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. YOUR USE OF THE WEB SITES IS AT YOUR SOLE RISK AND ANY CONTENT THAT YOU DOWNLOAD IS DOWNLOADED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH CONTENT, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

IN NO EVENT WILL OSIO LABS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OSIO LABS RECEIVED FROM YOU FOR ACCESS TO WEB SITES, EVEN IF OSIO LABS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM THE NEGLIGENCE OR AN OMISSION OF OSIO LABS, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. OSIO LABS IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THE WEB SITES. NO AGENT OR EMPLOYEE OF OSIO LABS IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSION, OR ADDITIONS TO THESE LIMITED WARRANTIES OR DISCLAIMERS. THE LAWS OF YOUR JURISDICTION MAY PROHIBIT OR MODIFY THE FOREGOING DISCLAIMERS AND LIMITATIONS ON DAMAGES, AND SUCH DISCLAIMERS OR LIMITATIONS ON DAMAGES MAY NOT APPLY TO YOU.

10. Third-Party Content.

Osio Labs does not pre-screen third-party materials. It is not the publisher or author of any information on the Web Sites that is provided by third-party content providers, and Osio Labs is not liable for any claims related to such information. Content provided by third parties is for informational purposes only, and Osio Labs’s use of the content constitutes neither an endorsement nor a recommendation by Osio Labs of the content. Osio Labs assumes no responsibility for third-party products or services. Osio Labs does not endorse or otherwise recommend any of these third-party websites, references, or the products, services, or information there offered. Osio Labs has the right but not obligation to monitor third-party websites and disable hyperlinks to the Web Sites. OSIO LABS MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, OF THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE INFORMATION PROVIDED BY THIRD PARTIES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY INFORMATION FOUND ON A LINK LOCATED ON THE WEB SITES THAT ALLOWS USERS TO ACCESS INFORMATION FOUND ON ANOTHER SITE.

11. Copyrights, Trademarks and Other Proprietary Rights.

Osio Labs or its third-party content providers retain all worldwide rights in the intellectual property in and on the Web Sites, including but not limited to trademarks, service marks, trade dress, inventions, ideas, trade secrets, source code not falling under an open source license, the HTML code, the "look and feel" of the Web Sites, their color combinations, layout, and all other graphical elements, and the copyrights in and to the original Content. You should assume that everything you read or see on the Web Sites is copyrighted, trademarked, or otherwise protected and owned or licensed by Osio Labs. Except as expressly stated on the Web Sites or in this Agreement, nothing that you read or see on the Web Sites may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of Osio Labs, except as provided in this Agreement. Nothing in this Agreement grants you an express or implied license to use any of Osio Labs’s intellectual property except as set forth in Section 3. If you submit any unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret or know-how to Osio Labs, you may forfeit your intellectual property rights and moral rights contained in such communication or material.

12. Indemnification.

You will defend, indemnify and otherwise hold Osio Labs and its officers, directors, agents, employees, shareholders, successors and assigns harmless from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from your Prohibited Conduct or other improper or illegal use of the Web Sites, or breach of this Agreement.

13. Security; Authorized Use.

You may not violate or attempt to violate the security of the Web Sites. Osio Labs has the right but not the obligation to investigate occurrences of possible violations and will cooperate with law enforcement authorities in prosecuting violators. Osio Labs may suspend your access while it conducts an investigation. To protect against unauthorized access to your account, it is recommended that you close your web browser when you have finished using a Web Site. You are responsible for maintaining the secrecy of your username and password. You may not use the account, username or password of someone else at any time. You agree to notify Osio Labs immediately of any unauthorized use or loss of your account, username, password and/or credit card information. You also agree to notify Osio Labs immediately if you are aware of or suspect other unauthorized use of the Web Sites and/or the Content. Osio Labs will not be liable for any loss that you incur as a result of someone else using your username and password with or without your knowledge. Osio Labs will never ask you for your password. If you need a new username and/or password, Osio Labs will generate a new username and password automatically through its computers and send it to your email.

14. Termination of Agreement.

In addition to Osio Labs’s other rights, it may terminate this Agreement at any time and at its sole and absolute discretion. Osio Labs may also terminate access to the Content without notice if it believes, in its sole judgment, that you have breached or may breach any term or condition of this Agreement, or engaged in conduct that Osio Labs deems inappropriate. The provisions in this Section and those in Sections 8, 9, 11, 16, 17 and 18 as well as each User's obligation to pay outstanding registration fees shall survive any termination of this Agreement.

15. Privacy Policy.

Your privacy is important to us. Please read our Privacy Policy for information regarding how we collect, use, and disclose your personal information and protect your privacy when you access the Web Sites and register for and use the Services.

16. Assignment.

This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Osio Labs may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16 will be null and void. No third party is an intended beneficiary of these Terms of Use.

17. Notices.

Any notice or communication under this Agreement must be in writing. You must send any notices under this Agreement (including infringement and breach notices) to Osio Labs at support@osiolabs.com if by email, or to the physical address set forth above if by postal mail, and include “Attn. Legal Department” in the subject line. Osio Labs may send notices to the email address on your account or, at Osio Labs’s option, to your last-known postal address. Osio Labs may also provide operational notices regarding the Web Sites or other business-related notices through conspicuous posting of such notice on the Web Sites. Each party hereby consents to receipt of electronic notices. Osio Labs is not responsible for any automatic filtering you or your network provider may apply to email notifications.

18. Governing Law; Dispute Resolution.

This Agreement is governed by the laws of the State of Rhode Island applicable to contracts executed and fully performed in Rhode Island. The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement, regardless of when or where adopted.

In the event of a dispute, the parties shall engage in a good faith effort to reach an amicable resolution, with or without the assistance of a mediator, prior to commencing legal action. Except for allegations that you have infringed or have threatened to infringe our intellectual property rights, you and we agree that any dispute or controversy between us, or arising under or concerning performance or breach of this Agreement, shall be settled by one arbitrator in binding arbitration, to be held in Providence, Rhode Island, U.S.A., under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction. If Osio Labs alleges that you have infringed or threatened to infringe our intellectual property rights, then, in addition to any other rights and remedies we may have, we may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction without the necessity of posting a bond. For such actions, you consent to the exclusive personal jurisdiction and venue of the federal and state courts in and for Providence, Rhode Island, U.S.A. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.

19. Miscellaneous.

These Terms of Use constitute the entire agreement between you and Osio Labs regarding the subject matter hereof. Any previous agreement, whether oral or written, between you and Osio Labs dealing with the subject matter hereof is superseded. These Terms of Use may only be modified or amended in writing. If any portion of these Terms of Use is determined to be unenforceable for any reason, such portion will be deemed severed and the remaining terms and conditions shall continue in full force and effect. Upon your breach or threatened breach of these Terms of Use, Osio Labs may pursue any legal or equitable remedy available, including but not limited to injunctive relief. Osio Labs’s remedies are cumulative and not exclusive. Failure of Osio Labs to exercise any remedy or enforce any portion of this Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. You agree that regardless of any statute or law to the contrary, you must file any claim or action arising out of or regarding this Agreement within one (1) year after such claim or cause of action arose or you will be forever barred from bringing such claim or action. By accessing the Web Sites, you accept this shortening of the statutes of limitations. You agree to comply with all applicable local laws, including any international laws, when using the Web Sites.