Terms & Conditions

1. Acknowledgment and acceptance of our Terms
   
   These Terms & Conditions (“Terms”) constitute a legally binding agreement between Ogaki, LLC (“Ogaki”, “we” or “us”) and you, and govern the rights and obligations applicable to your use of our website (https://www.ogakidigital.com/) (the “Services”), including any associated tools, content, functions, features and publications (collectively, the “Content”).
   
   Please read these Terms and our Privacy Policy before you start to use our Services. You agree that by accessing or otherwise using the Services, you have read, understood and agree to be bound by these Terms and our Privacy Policy. You represent that you are at least 18 years old and can form a binding contract with us, and to the extent you are using our Services on behalf of an organization, you represent that you are authorized to accept our Terms on behalf of the organization (and references to “you” in our Terms are understood to apply to both you and your organization). If you entered into a separate executed agreement with us, the terms of that agreement will control to the extent there is any conflict with these Terms.  
   
   If you do not agree with these Terms, or if you violate them in any way, you are expressly prohibited from using the Services and must discontinue use immediately. We may in our sole discretion make changes or modifications to these Terms at any time and for any reason, and by using our Services after we post the change, you agree to those changes. We retain the right, in our sole discretion, to deny anyone access to the Services at any time and for any reason, including for violation of these Terms. PLEASE SEE SECTIONS 8-11 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR SERVICES, INCLUDING A WAIVER OF RIGHTS TO A JURY TRIAL OR CLASS ACTION.

2. License and Reservation of Rights
   
   Subject to your compliance with these Terms, we grant you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Services solely for the purposes of downloading, using, and/or viewing the Services and Content for your personal, non-commercial use. Other than the limited license expressly granted by us, you have no other rights, title or interest in the Services or Content, and any rights not specifically granted to you by us are fully reserved by us and our licensors, as applicable. 
   
   The Services and Content are owned or licensed by us, including name, logo, text, images, audio/visual works, icons and scripts and other materials provided on or through the Services. Except as provided herein, none of the Content may be copied, distributed, displayed, downloaded, or transmitted in any form or by any means without prior written permission from us or the third party owner. Unauthorized use of any Content provided by the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes. Except as expressly provided herein, we and our third party licensors reserve all rights with respect to the Services and Content.  We may pursue legal action under applicable laws and/or report to law enforcement for any violations, and we may terminate the account of any user believed to violate our Terms. 
   
   Trademarks and service marks that may be referred to in the Services are our property or their respective owners. Nothing in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark without our written permission. You are not authorized to use our company and brand names and logos without express written permission, except to the extent otherwise permitted by law.

3. User Conduct and Restrictions
   
   You agree not to: (a) decompile, reverse engineer, disassemble, modify, reduce the Services or any part thereof; (b) disable any licensing or control features of the Services; (c) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage or delete any Content , or retrieve or record information about the Services or its users; (d) merge the Services or Content with another program or create derivative works based on the Services or Content; (e) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Services or Content; (f) sublicense, assign, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the Content or access to the Services to others; (g) use, or allow the use of, the Services or the Content in violation of any applicable laws or regulations; (h) otherwise act in a fraudulent, illegal, misleading, malicious or negligent manner when using the Services; (i) post violent, defamatory, indecent, sexually explicit, discriminatory, unlawful, infringing, hateful or other inappropriate photos or other content, including any posts intended for defaming, stalking, bullying, abusing, harassing, threatening, impersonating, harming, impersonating or intimidating people or entities; (j) create, solicit, transmit, or procure the sending of, any unwanted, unsolicited or harassing comments or communications, including commercial, advertising or promotional material, or political campaigning, without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation; (k) access or use the Services by means of any automated program, expert system, electronic agent or “bot”; (l) give any other person or entity unauthorized access to the Services or (m) scrape, copy, republish, license, or sell the information or Content on the Services. We may pursue legal action and/or report to law enforcement for any such violations.

4. Privacy
   
   Personal information collected by us in connection with the Services will be maintained in accordance with our posted Privacy Policy.

5. User Content 
   
   The Services we provide may include communication features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other individuals (collectively, “post”) information, images, links and other content or materials (collectively, “User Content”) on or through the Services. Except to the extent otherwise agreed-upon or acknowledged in writing by us, you represent and warrant that: (a) all of your User Content complies with these Terms; (b) you own or have all necessary rights to the User Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (c) you will pay for all royalties, fees, and any other monies owed by reason of User Content you post on or through the Services; (d) you understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not us, have fully responsibility for such materials, including its legality, reliability, accuracy, and appropriateness; and (e) we are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Services. 
   
   You hereby grant us a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties the User Content that you post through the Services or otherwise provide to us for purposes of the Services and subject to our Privacy Policy. Subject to our Privacy Policy and these Terms, any User Content you post or otherwise provide to us will be treated as non-confidential and non-proprietary.  Our Services may be subject to a compromise of security and we do not guarantee that any User Content or other information you provide will be kept confidential in such circumstances. 
   
   You acknowledge that we are not responsible for User Content posted by our users. We do not pre-screen, monitor, review or edit the User Content, although we have the right (but not the obligation) at our sole discretion to refuse or remove any submissions, in whole or part, that, in our sole judgment, does not comply with these Terms or is otherwise undesirable, inappropriate or inaccurate. We are not responsible for any failure, non-failure or delay in removing such User Content. You agree to immediately notify us of any unauthorized use of the User Content, or any other breach of security known or suspected by you. Please exercise common sense and your best judgment when interacting with others, including when you post User Content or any personal or other information.
   
   If you choose to send us feedback, ideas, suggestions, or other such information (collectively, “Feedback”), you agree to waive all rights in such Feedback and that we are free to use it for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you, and without any commitment to confidentiality unless we expressly provide otherwise.

6. Linking to the Services
   
   You may link to our website pages, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. The Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content on our Services; send communications with certain content, or links to certain content, using the Services; or cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and must not otherwise: establish a link from any website that is not owned by you; cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site (for example, scraping, framing, deep linking, or in-line linking); or take any action with respect to the Services that is inconsistent with these Terms. We may disable any social media features and any links at any time without notice in our sole discretion.

7. External Links Disclaimer
   
   The Services may contain links to external, third party websites. By providing links to such sites, we do not guarantee, approve or endorse the information or products available at these sites.
   
   We do not operate or control, and have no responsibility for, the information, products and/or services found on any external sites. Nor do such links represent or endorse the accuracy or reliability of any information, products and/or services provided on or through any external sites, including, without limitation, warranties of any kind, either express or implied, warranties of title or non-infringement or implied warranties of merchantability or fitness for a particular purpose.
   
   Users of our Services assume complete responsibility and risk in their use of any external sites, and should direct any concerns regarding any external link contained in the Services to the site administrator or webmaster.  We or our affiliate brands may earn a portion of sales from products that are purchased through our Services (for example, by clicking a link in an article).

8. Disclaimer of Warranties
   
   EXCEPT AS EXPRESSLY PROVIDED HEREUNDER TO THE CONTRARY, OUR SERVICES, THE CONTENT THEREON AND THE PRODUCTS/SERVICES OFFERED THEREBY ARE PROVIDED “AS IS,” “WHERE IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING AND IN ADDITION TO THE OTHER DISCLAIMERS SET FORTH ELSEWHERE IN THESE TERMS, WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS, USEFULNESS, OR OTHERWISE OF THE SERVICES OR CONTENT; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION AS A RESULT OF (i) ANY ERROR, OMISSION, DELETION OR DEFECT THEREIN, OR (ii) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE THEREOF, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, DEFAMATION OR UNDER ANY OTHER CAUSE OF ACTION. WE DO NOT WARRANT OR GUARANTEE (i) THAT ANY PORTION OF THE SERVICES OR CONTENT WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (ii) THAT ACCESS TO THE SERVICES OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PRECEDING SHALL EQUALLY AND FULLY APPLY TO ALL SERVICES, CONTENT OR OTHER PRODUCTS MADE AVAILABLE BY US (OR OTHERS) THROUGH THE SERVICES.
   WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT. IN ADDITION, EACH AND EVERY USER THAT SEEKS TO PROCURE AND USE PRODUCTS AND/OR SERVICES FROM ANY CONTENT SHALL DO SO AT THEIR OWN RISK.
   BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” These Terms are intended to be only as broad and inclusive as is permitted by the laws of your state of residence. We reserve all rights, defenses and permissible limitations under the law of your state of residence. 

9. Limitation of Liability
   
   IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SPONSORS, SUPPLIERS, ADVERTISERS, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE CONTENT, EVEN IF OGAKI OR ITS AGENTS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; (ii) FOR ANY LIABILITY OR HARM ARISING FROM YOUR USE OF ANY REFERRAL; OR (iii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE CONTENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

10. Applicable Laws and Jurisdiction
    
    You agree that the laws of the [State of New York], excluding its conflicts-of-law rules, shall govern these Terms and Conditions, and you further agree and expressly consent to the exercise of personal jurisdiction solely in the courts of the [State of New York], in connection with any such dispute and including any claim involving us or our affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.
    
    YOU WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY JUDICIAL PROCEEDING. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT EACH PARTY TO A DISPUTE HEREUNDER MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and we agree, no judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
    
    You agree that any unauthorized use of the Services or Content will result in irreparable injury to us, for which money damages would be inadequate. Therefore, in such event, we have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you and to prevent any unauthorized use. Nothing contained in this section or elsewhere in these Terms shall be construed to limit remedies available pursuant to statutory or other claims that we may have under separate legal authority.

11. Indemnification
    
    Upon a request by us, you agree to defend, indemnify and hold us and our affiliates, officers, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use or misuse of the Services or Content, or the uploading, posting, publishing, e-mailing, reproduction, distribution or transmission of any Services or Content or other materials by you or users authorized by you or any violation of these Terms by you. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defense.

12. Unauthorized Use of Third Party Content
    
    We respect the intellectual property rights of others, and we prohibit users of our Services from submitting, uploading, posting or otherwise transmitting any materials that violate another person’s intellectual property rights or these Terms. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us (a “Notification”) via the contact information provided at the end of these Terms; provided however, that when notifying us that copyrighted material may have been infringed, written notification must be submitted in writing as provided by law to our Designated Agent as follows:
    
    Chief Operating Officer
    Ogaki, LLC
    2045 Biscayne Blvd, Suite #308
    Miami, FL 33137
    Email: info@ogakidigital.com

13. International Use
    
    Our Services are operated from the United States. Although the Services may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited (e.g., countries sanctioned under applicable law). Those who choose to access the Services from locations outside the United States do so on their own initiative and are responsible for compliance with United States and local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.

14. Provisions Held Unenforceable or Invalid
    
    If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

15. Assignment
    
    You may not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. We may transfer, assign sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

16. Contact us
    
    If you have any questions, concerns or comments about these Terms or our Services, or to resolve a complaint regarding the Services, please contact us at:
    
    Ogaki, LLC
    2045 Biscayne Blvd, Suite #308
    Miami, FL 33137
    Phone: 646.475.7056
    Email: info@ogakidigital.com 
    
    These Terms were last updated on September 30, 2024.