Terms of Service

‍Version 1.0

Last revised on March 30, 2023

‍

THESE TERMS OF USE (“TERMS”) APPLY TO ANY USE OF AND ACCESS BY YOU TO A WEBSITE  [insert url] RUN BY ORION GROUP FM HOLDINGS LLC, DBA LEO FACILITIES MAINTENANCE, (“LEO FM”, “COMPANY”, “WE”, “OUR” OR “US”).  BY ACCESSING OR USING THE WEBSITE OR SERVICES, YOU ARE INDICATING THAT YOU HAVE READ THESE TERMS AND LEOFM’S PRIVACY POLICY AND AGREE TO BE BOUND BY ITS TERMS.  IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MAY NOT ACCESS OR USE ANY SERVICES.

YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF AND YOUR AFFILIATES).  YOU MAY NOT ACCESS OR USE THE SERVICES IF YOU ARE NOT AT LEAST 18 YEARS OLD.  

SUPPLEMENTAL TERMS AND CONDITIONS OR DOCUMENTS THAT MAY BE POSTED ON THE WEBSITE FROM TIME TO TIME ARE HEREBY EXPRESSLY INCORPORATED HEREIN BY REFERENCE. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MAKE CHANGES OR MODIFICATIONS TO THESE TERMS AT ANY TIME AND FOR ANY REASON. WE WILL ALERT YOU ABOUT ANY CHANGES BY UPDATING THE “LAST UPDATED” DATE OF THESE TERMS, AND YOU WAIVE ANY RIGHT TO RECEIVE SPECIFIC NOTICE OF EACH SUCH CHANGE.  IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THESE TERMS OF USE TO STAY INFORMED OF UPDATES. YOU WILL BE SUBJECT TO AND WILL BE DEEMED TO HAVE BEEN MADE AWARE OF AND TO HAVE ACCEPTED, THE CHANGES IN ANY REVISED TERMS BY YOUR CONTINUED USE OF THE SERVICES AFTER THE DATE SUCH REVISED TERMS ARE POSTED.

1. Accounts 

1. Account Creation  You do not need must register for an account to access the Site and obtain information about Leo FM.

2. License and intellectual property rights‍

1. License to Customer.   The Services, including the LEO FM.com website are copyrighted works belonging to LEO FM .   LEO FM grants you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use the Services solely for the your own personal purposes and not for any commercial purposes subject to these Terms of Use.
2. Ownership.  Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by LEOFM or LEOFM’s suppliers.  Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. LEOFM and its suppliers reserve all rights not granted in these Terms.  There are no implied licenses granted under these Terms.

3. User Content

1. User Content.  “User Content” means any and all information and content that a user submits to, or uses with, the Services.  You are solely responsible for your User Content.  You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party.  You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3).  You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by LEO FM.  Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.  LEO FM is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice.  You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
2. License. You hereby grant (and you represent and warrant that you have the right to grant) to LEO FM an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3. Acceptable Use Policy.  The following terms constitute our “Acceptable Use Policy”:
   a) You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions.
   b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
4. Enforcement.  We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.
5. License from Customer. Subject to these Terms of Use, you grant to LEO FM the limited, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use, copy, store, transmit and display any data, information or material provided or submitted or made available by you to LEO FM in connection with the Services (“Customer Data”) solely to the extent necessary to provide the Services as requested by you, except where you grant LEO FM authorization beyond such use.
6. Intellectual Property. As between the parties, LEO FM will and does retain all proprietary and intellectual property rights, title and interest (including, without limitation, all intellectual property rights) in and to the Services, trademarks and service marks and the audio and visual information, data, documents, software, products and services contained or made available to the You in the course of using the Services (“LEO FM Content”). You retain all proprietary and intellectual property rights, title and interest in and to your Customer Data and content you submit.
7. Feedback. If you provide LEO FM with any feedback or suggestion regarding the Services provided by You to LEO FM (“Feedback”), you hereby assign to LEO FM all rights in such Feedback and agrees that LEO FM shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. LEO FM will treat any Feedback you provide to LEOFM as non-confidential and non-proprietary. You agree that you will not submit to LEOFM any information or ideas that You consider to be confidential or proprietary.

4. Confidentiality

1. A Party will not disclose or use any non-public information (“Confidential Information”) of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party's prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party.

5. Third party websites and content and offerings

1. No responsibility for Third-Party Websites.  The Website may contain (or You may be sent via the Website) links to websites run by third parties not affiliated with LEO FM (“Third-Party Websites”) . Such Third-Party Websites are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Website or content posted on, available through, or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites . If You decide to leave the Website and access the Third-Party Websites, You do so at your own risk, and You should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which You navigate from LEO FM.com.
2. Purchases through Third-Party Websites. Any purchases You makes through Third-Party Websites will be through other websites and from other companies, and LEO FM takes no responsibility whatsoever in relation to such purchases which are exclusively between You and the applicable third party. You agree and acknowledge that LEO FM does not endorse the products or services offered on Third-Party Websites and You shall hold LEO FM harmless from any harm caused by your purchase of such products or services. Additionally, You shall hold LEO FM harmless from any losses sustained by You or harm caused to You relating to or resulting in any way from any contact with Third-Party Websites.

6. Modification

1. LEO FM reserves the right, but not the obligation, to: (1) monitor the Services for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

7. Disclaimers

1. The services are provided on an “as-is” and “as available” basis, and leo fm (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement.  We (and our suppliers) make no warranty that the services will meet your  requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.  If applicable law requires any warranties with respect to the services, all such warranties are limited in duration to ninety (90) days from the date of first use.
   Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.  Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.  In such event, the implied warranty will be deemed to be excluded to the maximum amount allowed under such law.

8. Limitation on liability

1. To the maximum extent permitted by law, in no event shall leo fm (or our suppliers) be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these terms or your use of, or inability to use, our services, even if we have been advised of the possibility of such damages.  Access to, and use of, the site and related services is at your  own discretion and risk.  
   To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to this these terms of use (for any cause whatsoever and regardless of the form of the action), will at all times be limited to $100. The existence of more than one claim will not enlarge this limit.  You agree that our suppliers will have no liability of any kind arising from or relating to these terms of use.
   Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.   In such event, the limitation of liability will be deemed to be the maximum amount allowed under such law.

9. Indemnification

1. You agree to defend, indemnify, and hold LEO FM harmless, including our subsidiaries, affiliates and co-pilots and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; or (4) your violation of the rights of a third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify You of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

10. Term and termination

1. Subject to this Section, these Terms will remain in full force and effect while You use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. LEOFM will not have any liability whatsoever to You for any termination of your rights under these Terms, including for termination of your Account or deletion of your Customer Content or Customer Data. The following will survive any expiration or termination of this Agreement: the Preamble and Sections 1.2, 1.3, 2.3, 2.4, 4, 5, 6, 8, 9, 10 and 12.

11. General

1. Governing Law; Jurisdiction.  This Terms of Use will be governed by and construed in accordance with the laws of the State of Missouri and the federal laws of the United States of America, without regards to conflict of law principles.
2. Mandatory Informal Dispute Resolution. If you have any dispute with LEO FM arising out of or relating to this Agreement, you agree to notify LEO FM in writing with a brief, written description of the dispute and your contact information, and LEO FM will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
3. Arbitration Agreement. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND LEO FM, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO SECTION 11.2 ABOVE WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND LEOFM AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures as amended by these Terms of Use. Any arbitration hearing will be held in St Louis, Missouri. The applicable governing law will be as set forth in Section 12.1 (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
4. Copyright Policy. LEO FM respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
   1. your physical or electronic signature;
   2. identification of the copyrighted work(s) that you claim to have been infringed;
   3. identification of the material on our services that you claim is infringing and that you request us to remove;
   4. sufficient information to permit us to locate such material;
   5. your address, telephone number, and e-mail address;
   6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law;
   7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
   Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
   The designated Copyright Agent for LEO FM is: _________ 
   Designated Agent: _________
   Address of Agent: _________
   Email: _________
5. Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from LEOFM, or any products utilizing such data, in violation of the United States export laws or regulations.
6. Disclosures. LEO FM is located at the address in Section 11.10.
7. Electronic Communications. The communications between You and LEO FM use electronic means, whether You use the Services or send us emails, or whether LEO FM posts notices on the Services or communicates with You via email. For contractual purposes, You (a) consent to receive communications from LEO FM in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that LEO FM provides to You electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect Your non-waivable rights.
8. Entire Terms. These Terms constitute the entire agreement between You and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  Neither Party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without LEO FM’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. law. We may assign any or all of our rights and obligations to others at any time. The terms and conditions set forth in these Terms shall be binding upon assignees.
9. Copyright/Trademark Information. Copyright © 2023 ORION GROUP FM HOLDINGS LLC, DBA LEO FACILITIES MAINTENANCE. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third Party which may own the Marks.
10. Contact Information: LEO FM insert details