This Online Access Agreement ("Online Access Agreement") for accessing your WebOPT account via DSI's Internet Web site defines the terms and conditions governing the WebOPT online service. Using the WebOPT online service you agree to abide by the terms and conditions of this Online Access Agreement. This Online Access Agreement will be governed by and interpreted in accordance with federal law and regulation, and to the extent there is no applicable federal law or regulation, by the laws of the State of California. The terms "we," "us," "our," and "DSI" refer to Derivation Systems, Inc. "You" and "Customer" refers to the WebOPT account holder.
To access your WebOPT account through DSI's Internet Web Site, you must have a valid WebOPT account and an online password. You can setup an account by contacting DSI by sending an email request to webopt@derivation.com. In addition, you must have an Internet browser capable of secure transactions.
There are no monthly or transaction fees for accessing your account(s). Fees are charged on a per order basis upon customer approval of a submitted order.
DSI may, from time to time, introduce new Online Services. We shall update this Online Access Agreement to notify you of the existence of these new services. By using these services when they become available, you agree to be bound by the rules contained in this Online Access Agreement.
Through WebOPT, you can submit orders to translate a GateNet representation of a Logic Diagram over the Internet to produce Operational Procedure Tables (OPTs). The files are processed on our servers, and generated OPTs are made available for download.
All transactions are secure by our secure server.
Key features of WebOPT include:
The first time you access your WebOPT account confirms your agreement to be bound by all the terms and conditions of this Online Access Agreement and acknowledges your receipt and understanding of this disclosure.
You will be given an online Password that will give you access to your WebOPT account. This password can only be changed by contacting DSI Technical Support. DSI is entitled to act on instructions received under your password. For security purposes, it is recommended that you memorize this online password and do not write it down. You are responsible for keeping your password and account data confidential.
Although there are no fees for accessing your accounts via DSI's Internet Web Site, there is a fee for each OPT generated upon customer approval. You must provide us with a Payment Account which we can bill to. You agree to pay promptly all fees and charges for services provided under this Agreement, and authorize us to submit an invoice to the designated payment account.
If you close the payment account, you must notify DSI and identify a new payment account. Additionally, if you close all WebOPT accounts, you must notify us to cancel your WebOPT Service.
Your WebOPT Services may be canceled at any time without prior notice due to non-payment. After cancellation, WebOPT services may be reinstated, once your account is current. In order to reinstate your services, you must send an email request to webopt@derivation.com.
If you do not use your WebOPT account for a three (3) month period, DSI reserves the right to disconnect your service. Please note that your account information will be lost if your account is closed.
If you wish to cancel your WebOPT Service, please send an email request to webopt@derivation.com or send us cancellation instructions in writing to
Except as specifically provided in this Agreement or where the law requires a different standard, you agree that neither we nor the service providers shall be responsible for any loss, property damage or bodily injury, whether caused by the equipment, software, DSI, OR by Internet browser providers such as Netscape (Netscape Navigator browser) and Microsoft (Microsoft Explorer browser), OR by Internet access providers OR by online service providers OR by an agent or subcontractor of any of the foregoing. Nor shall we or the service providers be responsible for any direct, indirect, special or consequential, economic or other damages arising in any way out of the installation, use or maintenance of the equipment, software, the WebOPT Online Services, or Internet browser or access software.
You can access your WebOPT account seven days a week, 24 hours a day.
However, at certain times, some or all of DSI's Internet Web Site may not
be available due to system maintenance. A translation order initiated through
WebOPT is posted to your account immediately (Pacific Time).
Obtaining Account Balance and Transaction History - You can obtain balance and transaction history on your WebOPT account by accessing the Account Activity page from your WebOPT account.
Account balance and transaction history reflects activity through the close of the previous billing cycle.
Each account can only consist of a single member (one person). Multiple members from a single organization must have accounts for each person, however, can assign a single Payment Account. Each member needs a unique WebOPT Online password.
We reserve the right to change the charges, fees or other terms described in this Online Access Agreement. When changes are made to any fees, charges, or other material terms we will update this Online Access Agreement, and either send a notice to you at the address shown on our records, or send you an electronic mail message (E-mail). The notice will be posted or sent at least thirty (30) days in advance of the effective date of any additional fees for online transactions, or of any stricter limits on the type, amount or frequency of transactions or any increase in your responsibility for unauthorized transactions, unless an immediate change is necessary to maintain the security of the system. If such a change is made, and it can be disclosed without jeopardizing the security of the system, we will provide you with electronic or written notice within thirty (30) days after the change. As always, you may choose to accept or decline changes by continuing or discontinuing the account or service to which these changes relate. We also reserve the option, in our business judgment, to waive, reduce or reverse charges or fees in individual situations.
DSI agrees to keep all submitted files confidential. Copies of those files on our server will soley be used for purposes of fulfilling your translation order.
You authorize DSI and each of its affiliates to disclose to third parties, agents, and affiliates, such as independent auditors, consultants or attorneys, information you have provided or that we or our affiliates have obtained about your accounts and the transactions you make:
In case of questions or errors about online orders or account activity made involving a WebOPT account, you should do one of the following:
When you tell us about the problem, please:
We will not be liable:
If, through no fault of ours, you do not have enough credit in your account to make a translation order.
If a legal order directs us to prohibit use of your account.
If your account is closed or if it has been frozen.
If the translation order is not completed because the order would cause your balance to go over the credit limit.
If you, or anyone you allow, commits any fraud or violates any law or regulation.
If any electronic terminal, telecommunication device or any part of the electronic system is not working properly.
If you have not properly followed the instructions for using WebOPT.
If circumstances beyond our control (such as fire, flood or improper transmission or handling of payments by a third party) prevent the transfer or bill payment, despite reasonable precautions taken by us.
Other Agreements - In addition to this Agreement you agree to be bound by and will comply with the applicable state and federal laws and regulations. We agree to be bound by them also.
Right to Terminate this Agreement - DSI reserves the right to terminate this Online Access Agreement and your access to WebOPT Services, in whole or in part, at any time. We will provide to you an electronic file of all approved translation orders that have been paid for and not downloaded.
Assignment - DSI may assign this Online Access Agreement to any now-existing or future direct or indirect corporation. DSI may also assign or delegate certain of its rights and responsibilities under this Online Access Agreement to independent contractors or other third parties.
Your role is extremely important in the prevention of any wrongful use of your account. You must promptly examine your statement upon receipt. If you find that your records and ours disagree, you must immediately send email to webopt@derivation.com.
Taking Care of Your Online Password - The password that is used to gain access to Online Services should be kept confidential. For your protection we recommend that you change your online password regularly. We recommend that you memorize this online password and do not write it down. You are responsible for keeping your password, account numbers and other account data confidential. If you believe that your online password may have been lost or stolen, or that someone has used your account without your permission, notify DSI by sending email to webopt@derivation.com.
Notify us at once if you believe another person has improperly obtained your online password. Also notify us if someone has or may use your account without your permission, or if you suspect any fraudulent activity on your account. Only reveal your account name and password to a legitimate entity for a purpose you authorize. To notify us, send email to webopt@derivation.com 24 hours a day, 7 days a week, or write Derivation Systems, Inc., 5963 La Place Court, Suite 208, Carlsbad, CA 92008.
Also, if your statement shows translation orders that you did not make or authorize, please notify us at once. If you do not notify us within sixty (60) days after the paper or online statement was sent to you, and we could have stopped someone from submitting orders if you had told us in time, you may not get credit for any charges after the sixty (60) days. If extenuating circumstances, such as a long trip or hospital stay, kept you from telling us, the time periods in this section will be extended.
There are currently no miscellaneous fees and charges for using your WebOPT account.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers.
Company Name: _____________________________
Address: _____________________________
_____________________________
_____________________________
Signature: ____________________________, Date: ___________________
Print Name: ____________________
Title: ____________________
Company Name: Derivation Systems, Inc.
Address: 5963 La Place Court
Suite 208
Carlsbad, CA 92008
Signature: ____________________________, Date: ____________________
Print Name:
Title: