Last Updated: 06/06/2022
PLEASE READ THESE TERMS CAREFULLY AS THEY DESCRIBES YOUR RIGHTS, RESPONSIBILITIES, AND LIABILITIES. THESE TERMS SPECIFICALLY ALLOW FOR THE COMPANY TO ENGAGE IN ARBITRATION TO SETTLE DISPUTES AND ADDRESS CIRCUMSTANCES IN WHICH YOU WAIVE YOUR RIGHT TO A JURY TRIAL. BY ACCESSING OR USING OUR WEBSITE YOU REPRESENT AND WARRANT THAT (I) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE, AND (II) YOU HAVE READ, UNDERSTOOD, AND AGREE TO COMPLY WITH THESE TERMS. YOU MAY NOT ACCESS OR USE OUR WEBSITES IF YOU ARE UNABLE TO FORM A BINDING, LEGAL AGREEMENT WITH THE COMPANY.
For purposes of these Terms, the term “Website” means any website available to the general public that is owned or operated by the Company, but does not include any restricted portions of such websites whose access and use is governed by our professional services agreement.
All content on our Websites, including but not limited to features, portals, designs, articles, functions, text, graphics, photographs, images, video, information, materials, software, music, sound and other files, and their selection and arrangement, but specifically excluding any User Content (as defined below) (collectively referred to as “Website Content”) is the sole property of the Company. Our Websites are, and all of the Website Content is, protected under the copyright laws and other intellectual property laws of the United States and other countries. The Company reserves all rights, in and to our Websites and the Website Content, which rights are not expressly granted herein. Unless otherwise noted, the Company name and all other trademarks, service marks, trade names, logos or other designations of source displayed on our Websites are the property of the Company, its affiliates, or licensors. All third-party trademarks, service marks, trade names, logos, or other designations of source are the property of their respective owners. Nothing on any of our Websites shall be construed as granting any license or right not expressly set forth herein.
- Permissible Use
Any unauthorized use of our Websites or any of the Website Content will terminate the permission or license granted in these Terms and may violate applicable law. You will not alter, adapt, or otherwise modify any part of our Websites or Website Content. You assume all responsibility for your use of, or access to, our Websites, including your access to any Website Content or User Content, and hereby waive all claims or causes of action against the Company, its affiliates, its licensors and their respective officers, directors, employees, agents and representatives in connection therewith. The Company reserves the right in, its sole discretion, to restrict, in whole or in part, your use of our Websites, and any Website Content, and any third party’s User Content at any time with or without notice for any or no reason.
- Third-party Content
The Company may from time to time (i) provide links within our Websites to other sites that may be useful to you, and (ii) post content to our Websites that is supplied by third parties (collectively “Third-party Content”). Third-party Content is not under the control of the Company, and the Company makes no claim or representation regarding—and accepts no responsibility for—the quality, content, nature, or reliability of Third-party Content, any services accessible by hyperlink from our Websites, links contained in any Third-party Content, third-party websites that link to our Website, or any review, changes, or updates to a third-party website. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties in the Third-party Content are those of the respective author(s) or distributor(s) and not of the Company. The Company does not guarantee the merchantability or fitness for any particular purpose of Third-party Content. When leaving our Websites, you should be aware that these Terms no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data-gathering practices, of any third-party sites. Additional disclaimers and limitations of liability are noted below.
- Proprietary Rights in Website Content; Limited License
All content on our Websites, including but not limited to the Website Content, are the proprietary property of the Company with all rights reserved. No Website Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content that you legally post on our Websites. Provided that you are eligible for use of our Websites, you are granted a limited license to access and use our Websites and to download or print a copy of any portion of the Website Content solely for your personal use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not republish Website Content on any Internet, Intranet, or Extranet site or incorporate the information in any other database or compilation; any other use of the Website Content is strictly prohibited. Such license is subject to these Terms and does not include use of any data mining, robots, or similar data gathering or extraction methods. Any use of our Websites or the Website Content other than as specifically authorized in these Terms, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted in these Terms. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws and applicable communications, regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by us at any time without notice and with or without cause.
The Company graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress of the Company in the U.S. and/or other countries. The Company trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
- Content and Responsibilities
You represent, warrant, and agree that materials of any kind posted or shared by you will not violate or infringe upon the rights of any third party (including copyright, trademark, privacy, publicity, or other personal or proprietary rights) and will not contain libelous, defamatory, or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of other users of our Websites by any means whatsoever or for any purpose whatsoever. Additionally, you agree not to use automated scripts to collect information from our Websites. You further agree that you may not use our Websites in any unlawful manner or in any other manner that could damage, disable, overburden, or impair our Websites. In addition, you agree not to use our Websites to do any of the following: (i) upload, post, transmit, share, store, or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable, (ii) register for more than one account with our Websites, register for an account with our Websites on behalf of an individual other than yourself, or register for an account on our Websites on behalf of any group or entity, (iii) impersonate any person or entity or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity, (iv) upload, post, transmit, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, (v) upload, post, transmit, share, store, or otherwise make publicly available on our Websites any private or personally identifying information of any third party, including, without limitation, addresses, phone numbers, email addresses, social security numbers, and credit card numbers, without their express written consent, (vi), solicit personal information from anyone under eighteen (18) years of age or solicit passwords or personally identifying information for commercial or unlawful purposes, (vii) upload, post, transmit, share, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, (viii) intimidate or harass another user of our Websites; (ix) upload, post, transmit, share, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national, or international law, (x) use or attempt to use another’s account, service, or system without authorization from the Company, or create a false identity on any of our Websites, and (xi) upload, post, transmit, share, store, or otherwise make available content that, in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying our Websites, or which may expose the Company or users of our Websites to any harm or liability of any type. For the avoidance of doubt, you shall obey all federal, state, and local laws, regulations, and rules that apply to your activities when you use any of our Websites, and the Company reserves the right to terminate any account with respect to our Websites and to prevent your use of our Websites at any time and for any reason, including if you use our Websites to engage in illegal activity or in violation of these Terms.
- Portal or Other User Content Posted on the Website or Portal
You are solely responsible for the photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements, or other content that you upload, publish, provide, or display (hereinafter, “post”) on or through any of our Websites, or that you transmit to or share with other users of any of our Websites (collectively, “User Content”). It is against the Terms to attempt to enter into any lending or other similar transactions outside of our Websites. You understand and agree that the Company may, but is not obligated to, review and delete or remove (in its sole discretion and judgment and without notice or limitation) any User Content that violates these Terms, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, users of our Websites. By posting User Content to any part of our Websites, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense). This license grants the Company the following rights: the right to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such User Content for any purpose on or in connection with our Websites or the promotion thereof; the right to prepare derivative works of, or incorporate into other works, such User Content; and the right to grant and authorize sublicenses of the foregoing. If you remove your User Content from our Websites, the license granted herein will not expire.
- Digital Millennium Copyright Act Notice
We respect copyright ownership and expect users of our Websites to do so as well. It is our goal to limit or prevent access to our Websites by any users who are repeat infringers of copyright. If you are a copyright owner or an agent thereof and believe any Website Content or User Content posted on our Websites infringes upon your copyrights, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act (“DMCA”) by providing notice to the Company through our designated agent at the address below (see Section 21) containing the following information: (i) identification of the copyrighted work claimed to have been infringed, or—if multiple copyrighted works at a single online site are covered by a single notification—a representative list of such works at that site; (ii) 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 us to locate the material; (iii) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; (iv) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (v) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (vi) a physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed. You acknowledge that if you fail to comply with substantially all of the above requirements of this Section 8, your DMCA notice may not be valid, and we may not be able to remove infringing content.
- Additional Products and Services Disclaimer
The Company makes available certain descriptions of the products and services it provides access to on our Websites. The Company does not represent or warrant that any particular product or service will conform to those descriptions. Each product or service is governed specifically and exclusively by the instrument entered into by the parties for that product or service and not by any information posted on our Websites.
You agree to indemnify, defend, and hold harmless the Company, its affiliates, licensors, and partners, including without limitation the Company’s service providers (and their respective officers, directors, employees, agents, and representatives), from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees. The preceding sentence applies to any claims, causes of actions, procedures or allegations arising out of or relating to any violation of these Terms, use of our Websites, Website Content, or User Content (including but not limited to infringement of third parties’ worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person accessing any of our Websites on your behalf. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.
OUR WEBSITES, WEBSITE CONTENT, AND USER CONTENT ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THIS INCLUDES, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT OR ENJOYMENT. WE MAKE NO GUARANTEE THAT OUR WEBSITES, WEBSITE CONTENT, OR USER CONTENT IS UP-TO-DATE, ACCURATE, OR COMPLETE, AND YOU SHOULD NOT RELY ON ANY OF THE FOREGOING FOR ANY DECISION OR TO TAKE ANY ACTION. WE HEREBY DISCLAIM ANY WARRANTY THAT OUR WEBSITES, WEBSITE CONTENT, AND USER CONTENT WILL BE FREE OF INTERRUPTIONS, ERRORS, OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
WE MAKE NO REPRESENTATIONS, WARRANTIES OR OTHER GUARANTEES OF ANY KIND AS TO THE ACCURACY, COMPLETENESS OR TIMELINESS OF ANY PRICE QUOTES, NOR DO WE MAKE ANY REPRESENTATIONS, WARRANTIES OR OTHER GUARANTEES OF ANY KIND AS TO THE PRESENT OR FUTURE VALUE OR SUITABILITY OF ANY SALE, TRADE OR OTHER TRANSACTION INVOLVING ANY PARTICULAR SECURITY OR ANY OTHER INVESTMENT OF ANY KIND. YOU UNDERSTAND THAT WE ARE NOT A BROKER OR DEALER IN SECURITIES, AND NOT AN INVESTMENT OR FINANCIAL ADVISOR. YOU ARE SOLELY RESPONSIBLE FOR YOUR INVESTMENT RESEARCH. PRIOR TO UNDERTAKING ANY SECURITIES TRANSACTION, YOU SHOULD CONSULT A BROKER OR OTHER FINANCIAL ADVISOR WITH RESPECT TO THE PRICE, SUITABILITY, VALUE OR OTHER ASPECTS OF ANY STOCK, MUTUAL FUND, SECURITY OR OTHER INVESTMENT.
- Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR COSTS, OR ATTORNEYS’ FEES, ARISING OUT OF OR RELATING TO THESE TERMS, ACCESS TO, USE OF, OR THE OPERATION OF OUR WEBSITES, WEBSITE CONTENT, OR USER CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY AND THE COMPANY’S SOLE AND EXCLUSIVE LIABILITY TO YOU FOR ANY REASON SHALL BE FOR YOU TO DISCONTINUE YOUR ACCESS TO OR USE OF OUR WEBSITES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- Limited Time to Bring Your Claim
You agree that any cause of action arising out of or related to the Company, our Websites, Website Content, or User Content must be commenced within one (1) year after the cause of action accrues, or otherwise, such cause of action is permanently barred.
- Restricted Access To Portions Of Our Websites
You agree to take reasonable measures to ensure that no unauthorized person or entity shall use your name or password to gain access to any restricted areas of our Websites. You agree that, if you are provided the right to access or use restricted areas of our Websites, that right is personal and non-transferable. You may not assign, sublicense, transfer, pledge, lease, rent, or share any user name or password to anyone. You assume all responsibility for the loss or misuse of your user name and password and are responsible for any activities undertaken by a person in possession of your user name or password unless the misuse of your user name or password was due solely to the gross negligence or willful misconduct of the Company. The Company reserves the right to terminate your access to our Websites or cancel your user name and password at any time and for any reason including, without limitation, your violation of these Terms.
- Employment Opportunities
We welcome expressions of interest in employment with the Company. The Company does not discriminate in hiring or employment on the basis of race, color, religion, disability, national origin, age, sex, or any other characteristic protected by applicable federal, state, or local law. You understand that the invitation to submit your resume or expression of interest in a job posted on any of our Websites is not intended to, and does not, create a contract between you and the Company for employment or for any other benefit. You understand that any communication sent by you to the Company inquiring about employment shall not be considered an application for employment and creates no obligation on the part of the Company to respond. Should the Company be interested in exploring employment opportunities with you, we will contact you in response to your inquiry.
- Legal Disputes, Arbitration Agreement, Right to Opt Out
PLEASE READ THE FOLLOWING CLAUSES CAREFULLY AS THEY MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT:
Initial Dispute Resolution: We are available by mail at the address below (see Section 21) to address any concerns you may have regarding your use of our Websites or our services. Most concerns may be quickly resolved in this manner. We each hereby agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
Agreement to Binding Arbitration: If we do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to the Initial Dispute Resolution section above, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other, and/or your purchase of goods or products or use of our Websites or our services shall be finally settled by binding individual arbitration administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class arbitration. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, except the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits, and the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties, and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act. The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds five hundred U.S. dollars ($500.00), we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration. The parties understand that, absent this mandatory provision, you would have the right to sue in court and have a jury trial. The parties further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Class Action and Class Arbitration Waiver: You and the Company each further agree that any arbitration shall be conducted in your respective individual capacities only and not as a class action or other representative action, and you and the Company each expressly waive your respective right to file a class action or seek relief on a class basis.
Exception – Small-Claims Court Claims: Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small-claims court for disputes or claims within the scope of that court’s jurisdiction.
10-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth in this Section 18 by sending written notice of your decision to opt out by contacting us at the address below (see Section 21). The notice must be sent within ten (10) days of first using our Websites; otherwise you shall be bound to arbitrate disputes in accordance with these Terms (including the terms in this Section 18). If you opt out of these arbitration provisions, we also will not be bound by them.
Exclusive Venue for Litigation: To the extent that the arbitration provisions set forth in the “Agreement to Binding Arbitration” section above do not apply, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in New York, New York (except for small-claims court actions, which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in New York, New York for any applicable litigation other than small-claims court actions.
These Terms operate to the fullest extent permissible by law. If any provision of these Terms is unlawful, void, or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. The Websites are not to be used by individuals who are located outside the United States and the Company makes no representations that our Websites are appropriate or available for use in locations outside of the United States of America. Those who access or use our Websites from outside of the United States do so at their own volition and are responsible for compliance with local law. Our Websites are not intended for distribution to, or use by, any person or entity in any jurisdiction where such use would be contrary to applicable law or regulation. You shall obey all federal, state, and local laws, regulations and rules that apply to your activities when you use our Websites.
- Changes to these Terms
We reserve the right to amend these Terms at any time. We will notify you if these Terms are amended by updating the “Last Updated” section listed above. It is your responsibility to periodically review these Terms to determine whether any amendments have been made hereto. Your use of our Websites and services, and continued use of our Websites and services after any amendments are made to these Terms, signifies your consent to these Terms and any amendments hereto, which shall supersede and control over any previous terms and conditions. We may, in our sole discretion, provide you direct communications, including via email or text messages, about changes to these Terms; however, such direct communications do not abrogate or otherwise limit your responsibility to periodically review these Terms to determine whether any amendments have been made hereto.
- Contact Us
If you have questions regarding these Terms or would like to submit a comment, a question, or feedback to us, please contact us at the following: Onyx IQ, ATTN: Legal, 64 Beaver Street, Suite 415 New York, NY 10004 or via email at firstname.lastname@example.org.
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