Terms of Service – One Pass Access | Building Partnerships. Strengthening Relationships.

TERMS OF SERVICE

Service Agreement
This Service Agreement (“Agreement”) is between you and One Pass Access, LLC. (“OPA”). This Agreement governs your use of the One Pass Access service (the “Service”) found at www.opaccess.com (the “Site”). By logging into and/or accessing this Service, your organization and you individually (hereafter collectively, “you”) are agreeing to comply with and be legally bound by all of the terms and conditions expressly set forth in this Agreement. If you have any questions or concerns completing the registration, or the terms of this Agreement, you should consult with an attorney prior to completing the registration process and logging into an account. If you do not want to agree to the Agreement, you must not access this Service.

Terms and Conditions

License Grant. Subject to each and every term and condition of this Agreement, OPA grants you a non-exclusive, non-transferable, limited, revocable license without right of sublicense to use the Service through your Users, solely for your own internal business purposes, and solely in the United States. A “User” is one of your individual employees who you have authorized to use the Service under your account and who has a unique assigned username, password, and other login credentials for the Service. You shall designate at least one User as an administrative User and may designate additional Users with more limited access to your account. You are solely responsible for ensuring all Users’ compliance with the terms and conditions of this Agreement, and you are responsible for all Users’ acts and omissions as though they were your own. All rights not expressly granted to you are reserved by OPA and its licensors.
Restrictions.
1. No Competitive Uses. You may access the Service if you are a competitor of OPA. You may not access the Service for purposes of monitoring its availability, performance, functionality, or any other benchmarking or competitive purpose.
2. Limitations on Use. You shall not (i) license, sublicense, copy, sell, resell, transfer, assign, distribute, publicly display, publicly perform, republish, download, store, transmit, or otherwise commercially exploit or make available to any third party the Service (or any part of it) in any way, (ii) modify or make derivative works based on the Service (or any part of it), (iii) create links to the Service or “frame” or “mirror” any part of the Service or content found on the Service on any other server or wireless or Internet-based device, or (iv) operate the Service as a service bureau for third parties, (v) reverse engineer or access the Service to build a competitive product or service, build a product using similar ideas, features, functions or graphics to those of the Service, or copy any ideas, features, functions, or graphics of the Service. You may not assign or share the license granted above or allow more than one individual User to use a single set of login credentials. You shall not remove or alter any copyright, trademark, or other intellectual property or proprietary notices from the Service. You shall adopt and enforce internal policies, procedures and monitoring mechanisms as are necessary to ensure that the Service is used only in accordance with the terms and conditions of this Agreement.
3. Limitations on Purpose. You may use the Service only for your internal business purposes and shall not (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, (ii) 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, (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs, (iv) interfere with or disrupt the integrity or performance of the Service or the data contained in it, or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
Use of Service.
1. General. You may only use the Service in a manner consistent with any and all applicable local, state, national and international laws and agree to use the Service only for its intended purpose.
2. Proper Use. You may use the Service only for lawful purposes and in accordance with this Agreement. You agree not to use the Service (i) in any way that violates any applicable federal, state, local, or international law or regulation (including without limitation any laws regarding the export of data or software to and from the US or other countries), (ii) for any purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise, (iii) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set forth in this Agreement, (iv) to transmit, or procure the sending of, any advertising or promotional material including any junk mail, chain letter, spam, or similar solicitation, (v) to impersonate or attempt to impersonate OPA, a OPA employee, another user, or any other person or entity (including, without limitation, by using email addresses or names associated with any of the foregoing), (vi) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by OPA, may harm OPA or users of the Service or the Site or expose them to liability.
3. No Service Attacks. Additionally, you agree not to (i) use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other user’s use of the Service, including their ability to engage in real time activities through the Service, (ii) use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service, (iii) use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent, (iv) use any device, software, or routine that interferes with the proper working of the Service, (v) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful, (vi) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service, (vii) attack the Service via a denial-of-service attack or a distributed denial-of-service attack, (viii) otherwise attempt to interfere with the proper working of the Service.
Access to Service and Account Security.
1. Access. You are responsible for making all arrangements necessary for you to have access to the Service and for ensuring that all Users who access the Service through your internet connection are aware of and comply with this Agreement. OPA will not be liable if for any reason some or all of the Service is unavailable at any time.
2. Account Security. If you choose, or are provided with a user name, password, login credentials, or any other piece of information as part of OPA’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and you agree not to provide any other person with access to the Service or portions of it using your user name, password, login credentials, or other security information. You must notify OPA immediately of any actual or suspected unauthorized access to or use of your user name, password, login credentials, or other actual or suspected breach of security and promptly report to OPA and use reasonable efforts to stop any actual or suspected copying or distribution of Service content. You shall not impersonate another person or provide any false identity information to gain access to the Service.
3. Responsibility for Account Use. You are solely responsible for all acts and omissions taken through your account, including all login credentials associated with your account, and you shall abide by all applicable laws and regulations when using the Service, including those related to data privacy and the transmission of technical or personal data. You shall prevent unauthorized use of the Service through your account. Any use of your account or your Users’ usernames, passwords, or other login credentials shall be deemed to be yours. You acknowledge that each user name is unique and designated for use only by one individual User. You agree to notify and work with OPA to remove any assigned user names that are no longer in use.
4. Restriction of Access. You acknowledge that OPA has the right to disable any user name, password, login credentials, or other identifier, whether chosen by you or provided by OPA, at any time in its sole discretion or for any or no reason, including if, in its opinion, you have violated any provision of this Agreement.
Data.
1. General. OPA does not own any data, information, or material you provide or submit to the Service in the course of using the Service (“Data”). You are solely responsible for the accuracy, quality, integrity, legality, reliability, propriety, and intellectual property ownership or right to use all the Data you submit or post. OPA shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Data. If this Agreement is terminated for reasons other than your breach, OPA will make reasonable efforts to deliver a file of your Data within thirty days of the effective date of termination of this Agreement upon your request. OPA reserves the right to withhold, remove, and/or discard your Data without notice for any breach, including, without limitation, nonpayment. Upon termination of this Agreement, your right to access or use the Service, including any of your Data within the Service shall immediately cease and OPA shall have no obligation to maintain the Data.
2. Registration. To access the Service, you may be asked to provide certain registration details or other information. You will not submit any inaccurate, misleading or false information to or through the Service. By registering with and using the Service, you represent and warrant that all information submitted in connection with such registration and use is and will be true and correct and you acknowledge that it is a condition of your use of the Service that all the information you provide to OPA and to the Service is correct, current, and complete. Should any information submitted with this registration subsequently change, then you agree to resubmit corrected information to OPA through the Service. Without limiting the generality of the foregoing, you agree to correctly identify yourself during the registration process as either a health care organization (that provides healthcare services to patients) or a vendor (that provides services to health care organizations).
3. Data Storage. You acknowledge and agree that it is your sole obligation to ensure that your Data is stored and backed up on your own computer network. You acknowledge that the Service is hosted by a third party data center and that hosting of any Data is subject to the data center’s policies and technology.
4. General Requirements of Posting Data. The Service includes interactive features that allow Users to post, submit, publish, display, or transmit to other Users or other persons (“post”) Data on or through the Service. You acknowledge that other Users of the Service will have access to any and all Data posted to the Service by you, and you hereby expressly consent to their access and use of such Data. All posted Data must comply with the Content Standards set forth in this Agreement. All Data you post to the Service will be considered non-confidential and non-proprietary. By posting any Data on the Service, you grant OPA and its licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties and use any such material for any purpose in connection with the operation of the Service. You represent and warrant that (a) you own or control all rights in and to the Data and have the right to grant the license granted above to OPA and its licensees, successors, and assigns and (b) all of your Data do and will comply with this Agreement. You understand and fully acknowledge that you are responsible for any Data you post, submit or contribute, and that you, not OPA, have full responsibility for such Data, including its legality, reliability, accuracy, and propriety. OPA is not responsible or liable to any third party for the content or accuracy of any Data you or any other User posts to the Service.
5. Content Standards. You shall ensure that all Data you post complies with the content standards set forth in this paragraph and elsewhere in this Agreement (the “Content Standards”). All Data you post shall comply with all applicable federal, state, local, and international laws and regulations. You must refrain from posting or transmitting or sending OPA any protected health information through the Service. Without limiting the foregoing, Data you post must not (i) contain any defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable material, (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person or contain copyright or trademark –protected content proprietary to others unless you have obtained the owner’s permission to post, transmit, copy, or display such content, (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement, (v) be likely to deceive any person, (vi) promote any illegal activity, or advocate, promote, or assist any unlawful act, (vii) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person, (viii) impersonate any person, or misrepresent your identity or affiliation with any person or organization, (ix) involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising, (x) contain any personal identifying information of any third party, (xi) give the impression that they emanate from or are endorsed by OPA or any other person or entity if this is not the case.
6. OPA Rights. OPA has the right to (i) remove or refuse to post any Data for any or no reason in its sole discretion, (ii) take any action with respect to any Data that OPA deems necessary or appropriate in its sole discretion, including if it believes that such Data violates the Agreement, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users or the public, or could create liability for OPA, (iii) disclose your identity or other information about you to any third party who claims the material you posted violates their rights, including their intellectual property rights or their right to privacy, (iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service, (v) terminate or suspend your access to some or all of the Service for any or no reason, including without limitation violation of this Agreement. Without limiting the foregoing, OPA has the right to cooperate with any law enforcement authorities or court order requesting or directing OPA to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS OPA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY OPA, ITS AFFILIATES, OR ITS LICENSEES, DURING OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER OPA, ITS AFFILIATES, OR ITS LICENSES OR LAW ENFORCEMENT AUTHORITIES.
7. No Obligation to Moderate. You acknowledge that OPA does not undertake to review all material or Data before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, OPA assumes no liability for any action or inaction regarding transmissions, communications, content, or Data provided by any User or third party. OPA has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Intellectual Property Ownership.
1. General. You acknowledge and agree that OPA (and its licensors, and/or other providers, where applicable) exclusively own all right, title, and interest, including all copyrights, trademarks, patents, trade secret, and other intellectual property rights (collectively, “Intellectual Property Rights”) in and to the Service, including the underlying technology, functions, features, software, source code, object code, text, displays, images, content, design, selection, and arrangement of the foregoing, as well as any suggestions, ideas, enhancement requests, feedback, recommendations, or other information you or any third party provides relating to the Service (collectively, the “Materials”). This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Materials, or the Intellectual Property Rights owned by OPA.
2. Trademarks. The One Pass Access name, the ONE PASS ACCESS mark, and all related names, logos, product and service names, designs, and slogans are trademarks proprietary to OPA or its affiliates or licensors and no right or license is granted to use them.
3. Copyright Infringement Notices. OPA has adopted a copyright infringement policy, a copy of which is attached as Exhibit A and incorporated into this Agreement by this reference.
4. Export Regulations. You acknowledge and agree that the software operating through the Site may be regulated by United States government agencies prohibiting the export or diversion of certain products to certain countries. You represent and warrant that you will comply in all respects with applicable export and re-export restrictions.
Interactions with Others through the Service. During use of the Service, you may enter into correspondence with or purchase goods or services from other Users of the Service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between you and the third party. OPA and its licensors shall have no liability, obligation, or responsibility for any such correspondence, purchase, or other interaction between you and any such third party. OPA does not endorse any sites on the Internet that are linked through the Service or any other Users of the Service. In no event shall OPA or its licensors be responsible for any content, products, or other materials or data on or available from third parties or other sites. Any corresponding business dealings between you and third parties derived from or through this Service, including payment and delivery of goods or services, are solely between you and such third parties. OPA shall not be responsible or liable for any loss or damage incurred as the result of such business dealings.
Charges and Payment of Fees.
1. Pricing. One Pass Access is a software subscription, you shall, during the term of this Agreement, pay OPA monthly and/or annual fees (each a “Fee”) according to the rates posted by One Pass Access on the Site or elsewhere, including for creating a Corporate Account, for each User associated with the account, and for establishing a marketing account (if selected). Payment must be made monthly and/or annually in advance for the subscription service. Any administrative User designated by you may add Users to your account from time to time. The Fee for the additional Users shall be the Fee in effect at the time such User is added and the User credentials will be valid for the remainder of the term so that they are coterminous with your other User credentials. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible for paying for all Fees for the entire time of the term, regardless of whether an assigned User actively uses the Service. If you fail to comply with this Section 8, the license granted to you in this Agreement shall automatically terminate. OPA reserves the right to modify its Fees and charges and to introduce new charges at any time upon at least thirty (30) days prior notice to you, which may be provided by email. All pricing terms are confidential, and you agree not to disclose them to any third party.
2. Payment. OPA charges and collects Fees in advance for use of the Service. OPA shall automatically issue a monthly and/or annual invoice to you. To maintain continued access to the Service, you must pay the invoice within thirty (30) days of the date of the invoice, otherwise your right to access and use the Service shall automatically cease and you shall immediately discontinue all such use. OPA’s Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only U.S. (federal or state) taxes based solely on OPA’s income. You shall provide OPA with complete and accurate billing and contact information, and shall update such information within thirty (30) days of any change. In addition to all other rights and remedies available to OPA, OPA reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent. Delinquent invoices and accounts are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You shall continue to be charged Fees during any period of suspension. You acknowledge you have no right of set off under this Agreement.
Term and Termination.
1. Term. The initial term of this Agreement shall begin on the date you agree to this Agreement (the “Effective Date”) and continue for one year. Unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the current term, shall automatically renew for successive one year terms upon your acceptance and payment of OPA’s current terms and pricing.
2. Termination for Breach. This Agreement shall automatically terminate if you fail to comply with Section 8. Either party may terminate this Agreement if the other party breaches any term or condition of this Agreement and such breach is not cured within thirty (30) days after the non-breaching party sends written notice of such breach.
3. Termination for Convenience. OPA may terminate this Agreement at any time for its own convenience for any reason or no reason upon thirty (30) days prior written notice to you.
4. Post-Termination. Upon termination or expiration of this Agreement for any reason, you acknowledge that you have no further right or license to use or access the Service or any information or Data contained in it (except your own data) and shall immediately discontinue all use of the Service and confirm to OPA in writing that you have discontinued such use of the Service. Within thirty days of the effective date of termination or expiration, you shall pay OPA any amounts due and owing to OPA under this Agreement. You acknowledge OPA’s ability and right to disable your use of the Service electronically should you breach or fail to cure such breach as described above.
Representations, Warranties, Disclaimers.
1. Your Representations and Warranties. You represent and warrant that you have the legal power and authority to enter into this Agreement without consent from any third party. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct. You represent and warrant that the Data you submit or post to or through the Service belongs to you and does not violate the terms or conditions of this Agreement.
2. No Reliance. The information presented on the Service is made available solely for general information purposes. OPA makes no representations or warranties regarding the accuracy, completeness, or usefulness of any information posted upon the Service. Any reliance you place on such information is strictly at your own risk. OPA shall not be held liable in any manner if any such information is inaccurate, misleading or false, and OPA disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Service, or by anyone who may be informed of any of its contents. OPA does not guarantee or promise any specific results from the use of the Service. OPA assumes no responsibility for any error or delay in transmission, line failure, theft, destruction or unauthorized access pertaining to the Service
3. Third Party Expression. The Service includes content provided by third parties, including materials provided by other Users, and third party licensors. All statements and/or opinions expressed in the materials, and all articles and responses to questions and other content, other than the content provided by OPA are solely the opinions and the responsibility of the person or entity providing those materials. The materials do not necessarily reflect the opinion of OPA. OPA is not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.
DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE THAT OPA CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. TO THE FULLEST EXTENT PROVIDED BY LAW, OPA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT. YOUR USE OF THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER OPA NOR ANY PERSON ASSOCIATED WITH OPA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER OPA NOR ANYONE ASSOCIATED WITH OPA REPRESENTS OR WARRANTS THAT THE SERVICE , ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE SECURE, ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, OPA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE, DATA ACCURACY, OR DATA SECURITY. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATIONS OF LIABILITY. NEITHER OPA NOR ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS SHALL BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANY USE OF OR INABILITY TO USE THE SERVICE OR ITS SERVICES OR ANY SITES LINKED TO IT, ANY CONTENT ON THE SERVICE; ANY INFORMATION POSTED ON THE SERVICE; OR ANY INTERACTIONS BETWEEN USERS OF THE SERVICE, WHETHER ONLINE OR OFFLINE. NEITHER OPA NOR ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS SHALL NOT BE LIABLE TO YOU OR ANY USER OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING FROM THE USE OF THIS SERVICE OR ANY SERVICES PROVIDED HEREIN. IN NO EVENT SHALL OPA’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. OPA SHALL NOT BE HELD RESPONSIBLE FOR ANY LOSS OF BUSINESS OR INTERRUPTION OF SERVICES RESULTING FROM OCCURRENCES THAT CAUSE A DISRUPTION IN THIS SERVICE’S AVAILABILITY. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
INDEMNITY. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD OPA AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, MANAGERS, AGENTS AND EMPLOYEES, AND THEIR SUCCESSORS AND ASSIGNS HARMLESS FROM ANY LOSS, LIABILITY, DAMAGE, JUDGMENT, AWARD, COSTS, EXPENSES, OR FEES (INCLUDING REASONABLE ATTORNEYS’ FEES), CLAIM OR DEMAND (A) ALLEGING THAT THE DATA YOU POSTED INFRINGES THE RIGHTS OF OR HAS CAUSED HARM TO A THIRD PARTY, (B) ALLEGING A FACT WHICH, IF TRUE, WOULD CONSTITUTE A VIOLATION OF THIS AGREEMENT, (C) ARISING OUT OF YOUR USE OF THE SERVICE.
DISPUTES. If there is any dispute about or involving this Service or OPA, the dispute shall be governed by the Laws of the State of Florida without regard to its conflict of law provisions, and the dispute shall be brought exclusively in the State or Federal courts located in Port Orange, Florida. You and any third party using this Service agree to personal jurisdiction and venue in the State or Federal courts located in Port Orange, Florida. Furthermore, prior to filing a lawsuit regarding any such dispute, you agree to make a good faith effort to resolve such dispute through mediation. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE SERVICE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
UNITED STATES BASED. OPA is based in the State of Florida in the United States. OPA provides this Service for use only by persons located in the United States. OPA makes no claims that the Service or any of its content is accessible or appropriate outside the United States. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
REMEDIES. No right or remedy of OPA shall be exclusive of any other, whether at law or in equity, including without limitation, damages, injunctive relief, attorneys’ fees and expenses.
BENEFICIATY. In no event shall this Agreement or any portion of it be construed to create any third party beneficiary.
NO ASSIGNMENT. You may not sell, assign, sublicense, or otherwise transfer this Agreement, or any portion or modification of the foregoing to any third party. This Agreement shall inure to the benefit of and be binding on the permitted successors and assigns of the parties.
NO WAIVER. No waiver by OPA of any term or conditions set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of OPA to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
INTEGRATION. This Agreement (including the Copyright Infringement Policy) constitutes the sole and entire agreement between you and OPA regarding the Service and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service, except that it supplements any website terms and conditions of use and privacy policy applicable to the Site.

I accept the Agreement Exhibit ACopyright Infringement Policy

Copyright Infringement.
1. DMCA Notice. One Pass Access, Inc. (“OPA”) respects others’ intellectual property and proprietary rights. In accordance with the Digital Millennium Copyright Act, OPA has designated a copyright agent (the “Designated Agent”) to receive notice of claims of alleged copyright infringement on the purchasing-connections.com site (the “Site”). If you believe that your copyrighted material has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site, please send OPA’s Designated Agent a written notice containing the following elements:
  - An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right that is alleged to have been infringed;
  - Identification of the copyrighted work that you claim is infringed, or, if multiple copyrighted works are involved, a representative list of such works;
  - Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit OPA to locate the material;
  - Information reasonably sufficient to permit OPA to contact you, including your address, telephone number and email address;
  - A statement that you have a good faith belief that the use of the material complained of in the notice is not authorized by the copyright owner, its agent, or applicable law; and
  - A statement by you, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner of an exclusive right that is allegedly infringed.
2. Designated Agent. Send the notice containing the above information to the following Designated Agent:

Designated Agent:       One Pass Acces c/o Randy A. Rowell
Mailing Address:        8520 Government Drive, Suite #1, New Port Richey, FL 34654
Telephone Number:     877-672-2761
Email Address:           [email protected]

Limited Purpose. THE NOTICE REQUIRED BY THIS SECTION IS EXCLUSIVELY FOR NOTIFYING OPA THAT COPYRIGHTED WORK(S) MAY HAVE BEEN INFRINGED. DO NOT SEND ANY NOTICES OR INQUIRIES UNRELATED TO ALLEGED COPYRIGHT INFRINGEMENT TO OPA’s DESIGNATED AGENT.
Repeat Infringers. OPA has adopted a policy of terminating and barring Site users and/or account holders who are repeat infringers. OPA may also limit access to the Site or terminate the accounts of any users who infringe the intellectual property rights of others, even if such users are not repeat infringers.