IMPORTANT—READ CAREFULLY. The Onit Internet website and software, accessible at http://www.onit.com ("Website"), is operated by Onit, Inc. and its corporate affiliates (collectively, "Onit", "we", "us", or "our"). The Website provides productivity software and services.
Any access to, use, installation, or downloading of the Website, Website content, or any computer programs, object code software, other software, or other proprietary materials, documents and information, (collectively "Services"), constitutes assent to and acceptance of all of the terms and conditions of this Terms of Use Agreement, our Privacy Policy, and our Security Policy (collectively, "Agreement") on the part of you and any individual or business entity on behalf of whom (or which) you access, use, install, or download our Services (collectively, "you", or "your"), whether you are a "Visitor" (which means that you simply access the publicly available portions of the Website) or you are a "Member" (which means that you have registered with and log onto the Website or otherwise use the Services). The term "User" refers to a Visitor or a Member.
We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: (a) modify or discontinue all or any part of the Services, including, but not limited to (i) restricting the time all or any part of the Services are available, (ii) restricting the amount of use all or any part of the Services are permitted, and (iii) restricting or terminating any User’s right to use all or any part of the Services, with or without notice; (b) charge fees in connection with the use all or any part of the Services; (c) modify or waive any fees charged in connection with all or any part of the Services; or (d) offer opportunities to some or all Users of all or any part of the Services. You agree that neither we nor any of our affiliates, shall be liable to you or to any third party for any modification, suspension or discontinuance of all or any part of the Services, in whole or in part, or of any service, content or feature offered through the Services.
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice to you. If we do this, we will post the new, modified version of this Agreement to http://www.onit.com/terms. Your continued access or use of the Services after any such changes constitutes your acceptance of the new Agreement regardless of whether you have read the new agreement. For this reason, we recommend that you review this Agreement every time you use this Website.
Your written approval is not a prerequisite to the validity or enforceability of this Agreement, and no solicitation of such written approval by or on behalf of Onit shall be construed as an inference to the contrary. If this Agreement is considered an offer by Onit, your acceptance is expressly limited to all of its terms and conditions. If you do not agree to abide by this or any future Agreement, do not use or access (or continue to use or access) the Services. It is your responsibility to regularly check for changes to this Agreement and to review such changes.
PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS.
Acknowledgement of Intellectual Property Ownership
You acknowledge that Onit, and its licensors, own all right, title, and interest in the Services and that the Services are protected by state, federal, and international laws relating to the protection of intellectual property, including without limit laws relating to copyrights, trademarks, and service marks. All trademarks and copyrights set forth on the Website and in or on the Services are the sole property of Onit or its respective licensors. Unless set forth specifically in writing in this Agreement, no other rights are granted to you. Nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. All other rights are reserved solely and exclusively for Onit and its respective licensors.
Additionally, all of the materials, information, or media that you see or hear on this Website, including, for example, all of the page headers, images, illustrations, graphics, designs, icons, photographs, programs, music clips, audio clips, video clips, downloads, works of authorship, advertisements, and text (collectively, "Content"), are subject to trademark, service mark, trade dress, copyright, and other intellectual property rights or licenses held by Onit. The entire content of this Website is copyrighted as a collective work under U.S. copyright laws, and Onit owns a copyright in the selection, coordinate, arrangement, and enhancement of the Website Content.
All Website Content is intended solely for personal, non-commercial use. You may download or copy the Contents and other downloadable materials displayed on this Website only for your personal use. No right, title, or interest in any downloaded materials is transferred to you as a result of any such downloading. Onit reserves complete title and full intellectual property rights in any Content you download from this website. The Contents and Services of this Website may be used only as a productivity tool. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Contents or Services of this Website is strictly prohibited.
No portion of the Services or the Website Content may be reproduced, reverse engineered, decompiled, disassembled, modified, republished, distributed, displayed, transmitted, exported, re-exported, rented, leased, loaned, sold, sublicensed, or used to create derivative works in any form or by any means, electronic or mechanical, for any purpose, without the express written permission of Onit. The Onit brand, logo, and domain name www.onit.com are trademarks and service marks of, and the exclusive property of, Onit.
References made on this Website to any names, trademarks, products, or services of any third parties, or hypertext links to any third party sites or information, are provided only as a convenience to you and do not in any way constitute or imply Onit's endorsement, sponsorship, or recommendation, or any particular third party, its information, products, or services. Please note that Onit is not responsible for the practices or policies of any such third parties. Additionally, Onit is not responsible for the content of any third party websites and does not make any representations regarding third party products or services, or the content or accuracy of any material on such third party websites. Your decision to access any such third party websites is entirely at your own risk.
Onit takes the protection of intellectual property rights, including copyrights, very seriously. Onit will terminate your access to, or use of, all or any part of the Website, without notice to you, if you infringe or misappropriate the intellectual property rights, including copyrights, of others.
Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 501 et seq., copyright owners or their authorized agents may submit a complaint of alleged copyright infringement to Onit if they have a good-faith belief that their protected works are being infringed. Onit will respond to all such notifications that are sent to:
Onit
Attn: DMCA Notification
802 Lovett Boulevard
Houston, Texas 77006
To be effective, the notification must be a written communication that includes:
- A physical or electronic signature of a person authorized to act on behalf of the owner of a right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single site are covered by a single notification, a representative list of such works at such site;
- 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 the provider to locate the material;
- Information reasonably sufficient to permit the provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has 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; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Upon receipt of such notification, Onit shall promptly investigate the matter, and, if appropriate, remove or disable access to the allegedly infringing material. After Onit removes or disables access to such material, if such material was posted by a user of the Site, Onit will notify the party that posted the material of its action. Such party may then provide Onit’s designated agent proper “counter-notification” stating his, her or its authority to post the allegedly infringing material, which Onit will forward to the alleged copyright owner. Onit will inform the alleged copyright owner that Onit will repost the removed material or cease disabling access to it in ten to fourteen business days unless the alleged copyright owner sends a second notification to Onit’s designated agent stating that it has filed suit against the alleged infringer.
An effective counter-notification must be sent to Onit’s designated agent, whose name and address are listed above. The notice must include the following information:
- The counter-notifying party’s physical or electronic signature;
- Identification of the material that has been removed or disabled and the location where the material was before its removal or disablement;
- A statement, under penalty of perjury, that the party has a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
- The counter-notifying party’s name, address, phone number, and a statement that the party consents to the jurisdiction of the federal court in its district, or if the subscriber is foreign, it consents to any jurisdiction where Onit is subject to jurisdiction, and that the subscriber will accept
- service of process from the person who provided Onit with notification or
- an agent of such a person.
Use of this Website
By accepting these Terms of Use through your use of this Website, you hereby represent and warrant that you are eighteen (18) years of age or older or alternatively, that you are under the age of eighteen (18) but are at least thirteen (13) years of age and are using this Website only under the direct and active supervision of your parent or legal guardian who hereby agrees to be bound by these Agreement. Onit does not knowingly collect personal information about children under the age of thirteen (13) without prior parental consent. Children under the age of thirteen (13) may not use this Website for any purposes, and parents or legal guardians may not agree to these Agreement on their behalf. If you are a parent or legal guardian agreeing to this Agreement for the benefit of a child between the ages of thirteen (13) and eighteen (18), be advised that you are fully responsible for his or her use of this Website, including all financial charges and legal liability that he or she may incur.
If you do not agree to (or cannot comply with) any of these terms and conditions, do not use this Website. All information that you provide to this Website, including billing information, contact information, and registration information must be truthful and accurate. Providing false, misleading, inaccurate, untruthful, or incomplete information constitutes a breach of this Agreement. For any purchases made pursuant to this Website, by confirming your purchases at the end of the checkout process, you agree to accept and pay for the item(s) requested.
Access and Use Grant
Onit grants to you a personal, revocable, non-exclusive, nontransferable, non-sublicensable, and limited right to access and use the Services, subject to the terms and conditions of this Agreement solely as a personal, non-commercial, legal productivity tool.
Restrictions and Prohibitions on Use
The rights to access and to use the Services granted to you under this Agreement do not include the right to:
Copy, sublicense, rent or lease, sale, or publicly perform or use with a public performance any portion of the Services;
Transfer any rights granted to you under this Agreement to any other party;
Reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Services, or modify, or otherwise create derivative works of, the Services;
Make known or allow to be made known information relating to the Services, including serial numbers, accounts, passwords, device identification numbers, or any other information that could reveal or jeopardize the integrity of your membership account;
Access or use the Services if you are under the age of thirteen (13);
Access or use the Services if you are under the age of eighteen (18) and not under the direct and active supervision of a parent or guardian who has agreed to these Agreement;
Use the Services for, or as a part of, any criminal or tortious activity, including fraud, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
Use scripts, or any other automation tool to input or collect data from the Website;
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services;
Attempt to impersonate another Member or person;
Use the account, username, or password of another Member at any time;
Disclose your password to any other person;
Permit any other person to access your account;
Harass, threaten or abuse other people when using the Services in any manner;
Interfere with others’ use of the Services or act in a way that negatively affects other Users’ enjoyment of the Services;
Participate in any action that, in the sole and absolute opinion of Onit, results or may result in any authorized user of the Services being scammed or defrauded in any way in connection with such User’s use of the Services;
Upload, post, e-mail or otherwise make available any User Content that is obscene or may be hateful or offensive on racial, ethnic, sexual or any other grounds; is harmful, vulgar or distasteful; or is defamatory, libelous, or invades another person’s privacy or proprietary rights, including any patent, trademark, trade secret, or copyrights of any party;
Use or exploit any errors in design, features which have not been documented, or “bugs” to gain access in any way that is not generally known and intentionally made available by Onit, and you will promptly report to Onit your discovery of any such errors, features or bugs;
Attempt to harvest any user names or e-mail addresses from the Services for any purpose;
Collect or store personal information about any other individual on the Services, or otherwise stalk, repeatedly contact or harass another user;
Impersonate any other person or misrepresent a relationship with any person or entity, including misrepresenting a relationship with Onit;
Adopt a false identity if the purpose of doing so is to deceive or defraud another;
Use the Services to harm minors in any way, or encourage interactions with minors of a sexual nature;
Manipulate the Services so as to hide your identity or participation in the Services (by using another person’s identity, changing headers, or otherwise modifying any other possible identifier);
Post any User Content that contains any viruses, cancel bots, Trojan horses, harmful code, or other computer programs or code designed to interrupt the Services, Users’ ability to enjoy the Services, or the proper functioning of any software, hardware or equipment or materials used in connection with the Services;
Send any bulk unsolicited advertising, promotional information, e-mail or other solicitation (including without limitation junk mail, “spam,” chain letters or pyramid schemes of any sort) to any person through the use of the Services;
Use any information obtained from the Services in order to harass, abuse, or harm another person; or
Use the Services in a manner inconsistent with any and all applicable laws and regulations.
The restrictions outlined above are only a partial list of the kind of activity that is illegal or prohibited with respect to the Website or your use of the Services. Onit reserves the right to monitor, police, and investigate your conduct with respect to the Services. We also reserve the right to take appropriate legal action against anyone who, in Onit's sole discretion, violates any of these restrictions, including without limitation, reporting you to law enforcement authorities. Additionally, Onit reserves the right, in its sole discretion, to reject, refuse to post, or remove any information posted by you, or to restrict, suspend, or terminate your access to all or any part of the Services at any time, for any or no reason, with or without prior notice, and without liability.
You understand that your violation of any of the restrictions listed above may cause irreparable harm to Onit and may cause Onit to incur damages and liabilities, or both. You agree, therefore, that if you violate any of these restrictions, Onit has the right to seek an injunction prohibiting you from engaging in any further such violation, without the posting of any bond, and you shall indemnify, hold harmless, and otherwise compensate Onit for all damages and liabilities that Onit incurs as a result of your violation. YOU UNDERSTAND THAT ONIT IS NOT RESPONSIBLE FOR YOUR INABILITY TO ACCESS ANY INFORMATION ON THE SITE FOR ANY REASON, WHETHER IT IS BECAUSE OF TERMINATION OF YOUR ACCOUNT; SOFTWARE, HARDWARE, OR INTERNET PROBLEMS OR ERRORS; OR ANY OTHER REASON.
Agreement Termination
If you materially breach any term or condition of this Agreement, this Agreement, including, but not limited to, the access and use rights granted above, shall terminate immediately and automatically. Additionally, you may terminate this Agreement at any time, provided that you discontinue any further use of this Website. Onit may also terminate this Agreement at any time and may do so immediately without notice, and accordingly deny you access to the Website. The following sections, however, shall survive any termination of these Agreement: Acknowledgement of Intellectual Property Ownership, Use of this Website, Restrictions and Prohibitions on Use, Agreement Termination, Fees, Non-Commercial Use by Members, Personally Identifiable Information, Non-Personally Identifiable Information, User Content, Beta Service, Disclaimer of Warranty, Limitation on Liability, Disclaimers, Indemnity, Member Disputes, Privacy, U.S. Export Controls, Disputes and Forum, Governing Law, Entire Agreement, No Waiver, Headings, Severability, Notice, and Acceptance of this Agreement Sections and any such other provisions as are necessary to give meaning and effect to the foregoing.
Upon the termination of this Agreement, your right to use the Services or any component or part thereof shall end immediately, and you shall destroy all media containing the Services or any such component or part and delete all copies of the Services, or such component or part from each computer and communications network on which you have installed or downloaded the Services, or any component or part thereof at any time.
Fees
You acknowledge that Onit reserves the right to charge for access to and use of the Services, including membership to the Services, and to change its fees from time to time in its discretion. If Onit terminates your membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.
Password
When you sign up to become a Member of the Services, you will be assigned a password by the Services. You will be given an opportunity to change your password when you first log into your new account. Additionally, you can change your password at any time by clicking on the "My Account" link once you are logged into the Website. You are solely responsible for all actions taken using your Services account, whether or not you are the person using your account. Accordingly, you are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Services username or password of another Member at any time or to disclose your password to any third party. You agree to notify Onit immediately if you suspect any unauthorized use of your Services membership account or access to your password.
Non-commercial Use by Members
The Services are for the personal use of Members and, where appropriate, Visitors only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Onit. Illegal or unauthorized use of the Services, including data mining, robots, scraping or similar data gathering or extraction methods, for the purpose of sending unsolicited email or unauthorized framing of or linking to the Services, is prohibited. Appropriate legal action will be taken for any illegal or unauthorized use of the Services.
Personally Identifiable Information
From time to time, you may input or submit certain information, called Personally Identifiable Information, to the Services that personally identifies you and is used by the Services or the Onit to provide you with a personalized shopping environment. For the purposes of this Agreement, Personally Identifiable Information includes, without limitation: names, addresses, email addresses, phone numbers, preferred communication methods, user names, passwords, billing information, credit card information, preferences, and user profile data.
You hereby acknowledge that Onit owns all right, title, and interest in and to any and all Personally Identifiable Information inputted into the Services, whether directly or indirectly through importation of data files and databases. Personally Identifiable Information is protected from disclosure as provided under our Privacy Notice and Policy, a copy of which can be found at http://www.onit.com/privacy.
Non-Personally Identifiable Information
From time to time, Onit may also collect certain non-personally identifiable information from Users of the Services including without limitation: Internet protocol addresses, Member profile information, aggregate User-data, demographic information, geographical information, browser types, operating system types, Website browsing history, and Website usage statistics (collectively, "Non-Personally Identifiable Information"). The term Non-Personally Identifiable Information also includes certain Personally Identifiable Information, as defined above, that has been de-identified by Onit as provided under applicable state and federal law. We may, from time to time use this Non-Personally Identifiable Information to, among other things, manage the Website, track Website usage, and improve the Services. This Non-Personally Identifiable Information may also be shared with third-parties to, for example, provide relevant services to Users and display relevant Third Party Content to Users on the Website. Internet protocol addresses of Users may also be recorded for security and monitoring purposes. In addition, cookies may be used by Onit to gather and record Non-Personally Identifiable Information. Accordingly, you hereby acknowledge that Onit is the sole owner of the Non-Personally Identifiable Information collected in conjunction with the Services.
User Content
On some parts of the Website or otherwise in connection with your use of the Website and Services, you may submit to the Services information that is not Personally Identifiable Information such as creative text, software, scripts, graphics, photos, images, sounds, music, video, interactive features, downloads, works of authorship, or other creative materials (collectively, "User Content").
Onit does not claim ownership rights in User Content. After inputting or submitting your User Content to or through the Services, you continue to retain ownership rights in such User Content, and you continue to have the right to use your User Content in any way you choose.
You represent and warrant that:
You own the User Content inputted, submitted, displayed, or posted by you to or through the Services or otherwise have the rights to input, submit, display and post the User Content to or with the Services and to grant the license to Onit set forth in this section;
You have not misappropriated rights from a third party for use, input, submittal, display, or posting in conjunction with the Services;
You are entirely responsible for all User Content you upload, post, e-mail, transmit, or otherwise make available in any way by or through the Services; and
The inputting, submitting, displaying, or posting of your User Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any User Content inputted, submitted, displayed, or posted by you to or through the Services.
For all User Content, including all information and materials of any kind, including graphics, sounds, text, or otherwise posted or provided by any user by or through the Site, you understand that Onit is not responsible for the truth, completeness, objectivity, or usefulness of such User Content, nor do we endorse any User Content; we do not verify the identity of people using the Services; and we do not screen, monitor, edit or review User Content before it appears on the Website or Services. We do have the right, in our sole discretion, to monitor or remove any User Content at any time and without notice if we believe doing so will improve the Services. We can also suspend or terminate use of the Services by anyone who does not follow these Terms.
Objectionable Content: You understand that by using this Website or any Services, you may encounter Content that may be deemed by some to be offensive, indecent, or objectionable, which Content may or may not be identified as such. You agree to use this Website and any Services at your sole risk. Onit and its affiliates shall have no liability to you for Content that may be deemed offensive, indecent, or objectionable.
Beta Services
You understand that certain versions or features of the Services may be offered, from time to time as "Beta Service" which means that they are still under development and that they are being provided for the purpose of gathering input about the way you use those versions or features, the stability of those versions or features or other information helpful as we develop non-Beta versions. When using a Beta Service, you are considered a "Beta User." Onit grants Beta User a non-exclusive, non-sublicensable, non-transferable license to use the Beta Service, solely for testing and evaluation purposes. Onit reserves the right to discontinue the Beta Test at any time and to refrain from offering a commercial version of the Beta Service. Onit also reserves the right to alter features, licensing terms, or other characteristics of any commercial version of the Beta Service it may choose to release. Beta User acknowledges that feedback concerning users' experiences with the Beta Service is essential to its improvement. Beta User agrees that Onit or its licensors may gather information from Beta User relating to Beta User’s use of this Beta Service, including frequency of nature of use. Beta User also agrees that Onit may solicit Beta User’s feedback concerning Beta User’s experience with this Beta Service via a survey or other means. Such information will only be used in connection with evaluating and improving the Beta Service. Beta User acknowledges that the Beta Service is experimental and may have defects or deficiencies that cannot or will not be corrected by Onit and/or its licensors or other suppliers. Onit is under no obligation to release the Beta Service commercially, to continue offering the Beta Service, to provide Beta Users with any hard-copy documentation, support, assistance, error corrections, updates, upgrades, bug fixes and/or enhancements, or to offer any final version the Beta Service to Beta User. Beta User shall have sole responsibility for the adequate protection and backup of Beta User’s data used with the Beta Service. You agree that Onit may use in any manner and without limitation all comments, suggestions, complaints and other feedback you provide relating to the Services. Onit shall have a royalty-free, fully-paid, worldwide, exclusive, transferable, sublicenseable, irrevocable and perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Services. Certain Beta Services may be provided to you contingent on your agreement not to disclose any information about the nature of the Beta Services, your experience using the Beta Services or other aspects of the Beta Services features, functionality, technical specifications or quality. In such cases, Beta User agrees not to disclose such proprietary information to any third party without the express written consent of Onit.
ALL NON-CONFLICTING TERMS OF THIS AGREEMENT THAT APPLY TO WEBSITE, SERVICES, USER, CONTENT, AND USER CONTENT APPLY TO YOUR USE OF BETA SERVICES.
DISCLAIMER OF WARRANTY
THE MATERIALS IN AND CONTENTS OF THE SERVICES ARE PROVIDED WITH ALL FAULTS ON AN “AS IS” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF ONIT FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICES PROVIDED UNDER THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, ONIT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INTERFERENCE, COMPATIBILITY OF COMPUTER SYSTEMS, INTEGRATION, NON-INFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF DEALING, COURSE OF TRADE, OR THOSE ARISING UNDER STATUE. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, AND ACCORDINGLY, THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
ONIT DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, THAT THE SERVICES WILL BE ERROR-FREE OR VIRUS-FREE, THAT THE MEDIA ON WHICH THE SERVICES ARE PROVIDED TO USERS WILL BE FREE OF DEFECTS IN MATERIAL AND WORKMANSHIP; THAT KNOWN DEFECTS IN MATERIAL AND WORKMANSHIP WILL BE CORRECTED; THAT THE SERVICES WILL POSSESS THE FUNCTIONS AND FEATURES CONTEMPLATED BY ANY ACCOMPANYING DOCUMENTATION, THAT THE SERVICES WILL PERFORM IN ACCORDANCE WITH ANY ACCOMPANYING DOCUMENTATION, OR THAT THE SERVICES WILL NOT ALTER, DAMAGE, OR ERASE ANY COMPUTER DATA OR COMPUTER PROGRAMS. ONIT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE SERVICES AND THE CONTENT IN TERMS OF CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPLICABILITY, OR OTHERWISE. IN ADDITION TO THE FOREGOING, YOU AGREE THAT YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK.
ANY WARRANTIES GRANTED HEREIN ARE CONDITIONED UPON (1) YOU NOT BEING IN BREACH OF THIS AGREEMENT OR HAVING ANY LIABILITY HEREUNDER; (2) YOU GIVING ONIT WRITTEN NOTICE OF ANY BREACH OF WARRANTY PROVIDED HEREUNDER WITHIN THIRTY (30) DAYS OF THE TIME THE BREACH BECOMES APPARENT; (3) THE BREACH OF WARRANTY BEING REPEATEDLY DEMONSTRABLE; (4) THE SERVICES BEING AT ONIT'S MOST CURRENT AVAILABLE RELEASE LEVEL; AND (5) NO ADDITION TO, OR MODIFICATION OF, THE SERVICES HAVING BEEN UNDERTAKEN BY YOU OR ANY THIRD PARTY NOT ACTING AT ONIT'S DIRECTION.
LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ONIT OR ITS AFFILIATES BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU) FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, PROFITS, DATA OR OTHER INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR THE SITE, UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE, SERVICES, OR ONIT, EVEN IF ONIT HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE. IN ANY CASE, ONIT OR ITS AFFILIATES ENTIRE COLLECTIVE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE TERMINATION OF THIS AGREEMENT.
THE LIMITATIONS ON LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT BOTH PARTIES WOULD NOT BE ABLE TO PERFORM HEREUNDER ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS. SOME STATES 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.
Disclaimers
You hereby acknowledge that you are accessing and using the Services from a computer or computers not within the ownership or control of Onit. We are not responsible in any way for the computers you use to access the Services or for any damages that such computers may cause. Use of any computers to access the Services is solely at your own risk.
Onit is not responsible for any incorrect or inaccurate Content, User Content, or Personally Identifiable Information inputted into, displayed through, accessed by, or otherwise associated with Services, whether the inaccuracy is caused by Users of the Services, Onit, third parties, or by any of the equipment or programming associated with or utilized in the Services. Onit takes no responsibility for Content which is posted to or through the Services by third parties, nor does it take any responsibility for the goods or services provided by any third party Content providers. All Content inputted into, displayed through, accessed by, or otherwise associated with the Services is for your information only. We are not responsible for any damages associated with your reliance on any Content. Onit is not responsible for the conduct, whether online or offline, of any User of the Services.
You hereby absolve and release Onit from any claim of harm resulting from cause(s) over which we do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, delays in operation or transmission, theft or destruction, criminal activity, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, acts of terrorism, governmental relations, or unauthorized access to, or alteration of, any User communication. Onit assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication or Personally Identifiable Information. Onit is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances shall Onit be responsible for any loss or damage, including personal injury or death, resulting from use of the Services, from any Content, User Content, or Personally Identifiable Information posted to or through the Services, or from the conduct of any Users of the Services, whether online or offline.
Indemnity
You agree to indemnify and hold Onit, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, expense, damage, or demand, including attorneys' fees, made by any third party due to or arising out of your use of the Services, or arising from a breach of this Agreement or any breach of your acknowledgements set forth above.
Member Disputes
You are solely responsible for your interactions with other Members. Onit reserves the right, but has no obligation, to monitor disputes between you and other Members.
Privacy
Onit takes reasonable measures to protect your Personally Identifiable Information and to uphold your privacy. Accordingly, use of the Services is also governed by our Privacy Notice and Policy, which is incorporated into this Agreement by reference. A copy of our Privacy Notice and Policy can be found at http://www.onit.com/privacy
U.S. Export Controls
Onit controls and operates the Services from the United States of America and makes no representation that the Services, Content, or merchandise sold or licensed on this Website are appropriate or available for use in other locations. If you use the Services from other locations, you are responsible for compliance with applicable local laws including, without limitation, all export laws. Some of the Services and Content may be subject to export control imposed by the United States and may not be downloaded or otherwise exported or reexported: (1) into (or to a national or resident of) any country to which the U.S. has placed an embargo, including without limitation, Cuba, Iran, Iraq, Libya, North Korea, Syria, or Yugoslavia; (2) to anyone in the U.S. Treasury Department's Specially Designated national list; or (3) to anyone on the U.S. Commerce Department's Table of Denial Orders. If you download or use the Services or Content you represent and warrant that you are not located in, or under the control of, or a national or resident of any such country or on any such list. Downloading or using the Services or Content is at your sole risk.
Furthermore, you acknowledge that the goods licensed or sold on this Website, which may include technology and software, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured or received. By purchasing, downloading, or using technology or software from this Website, you agree to abide by the applicable laws, rules, and regulations (including but not limited to the Export Administration Act and the Arms Export Control Act) and you represent and warrant that you will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law.
Disputes and Forum
Each party agrees that any dispute regarding this Agreement or the matters contemplated hereby shall be litigated only in the federal or state courts located in Harris County, Texas. Each party agrees that it shall not commence any legal proceeding against the other party in any other court or before any other authority. Each party hereby submits to the exclusive jurisdiction of the federal or state courts located in Harris County, Texas, and each party hereby waives any objection to the jurisdiction of such courts. Any downloading or use of the Services or Content subjects you to the jurisdiction of the United States, even if you are not a citizen, national, or resident of the United States. You hereby agree to be bound by this Disputes and Forum clause even if you are not a citizen, national, or resident of the United States.
Governing Law
This Agreement and all claims related to it, its execution or the performance of the parties under it, shall be governed by the laws of the State of Texas without regard to the conflicts of law rules of the State of Texas.
Entire Agreement
This Agreement, including any other terms, conditions, and policies incorporated hereto, constitutes the entire agreement between you and Onit regarding the use of the Services. This Agreement supersedes any prior agreement, written or oral, express or implied, including any prior versions of this Terms and Conditions Agreement, our Privacy Notice and Policy, or our Security Policy to or with you.
No Waiver
The failure of Onit to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
Headings
The section titles and headings in this Agreement are for convenience only and have no legal or contractual effect.
Severability
This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is found unlawful, void or unenforceable by a court based upon any written decree, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Notice
Any notice required under this Agreement shall be delivered by hand or courier or sent, through registered mail, return receipt requested, to: Eric M. Elfman, Onit, 802 Lovett Boulevard, Houston, Texas 77006. All notices shall be effective upon the actual receipt of such notice by Onit.
Acceptance of this Agreement
In order to access or use the Services, you must first agree to this Agreement. You may not access or use the Services if you do not accept this Agreement. You can accept this Agreement by: (1) clicking to accept or agree to this Agreement, where this option is made available to you in the user interface; or (2) by actually using the Services. In this case, you understand and agree that Onit will treat your use of the Services as acknowledgement, consent, acceptance, and agreement of the terms, conditions, and policies of Onit and this Agreement in accordance with the laws of the State of Texas. Before you continue, you should print off or save a copy of this Agreement for your personal records.
Security Policy
This Security Policy is incorporated into the Terms of Use Agreement ("Agreement"). Capitalized terms used herein shall have the definition attributed to them in our Terms of Use Agreement unless otherwise specified herein. A copy of our Terms of Use Agreement can be found at https://www.onit.com/terms.
By providing your Personally Identifiable Information on the Website or through our Services, you consent to the use of that information in accordance with this Security Policy. Please read this Security Policy carefully, so that you are fully informed about our Security Policy. If you have any questions concerning this Security Policy, please e-mail us at security@onit.com.
Onit uses commercially reasonable measures to protect your Personally Identifiable Information, including but not limited to, the following:
- Firewall-secured server;
- SSL technology;
- Secure messaging;
- User names and strong passwords; and
- Automatic log off.
Firewall-secured Server
Member account information is located on a secured server behind a firewall.
SSL Technology
All transmission of your Personally Identifiable Information occurs via a protocol called Secure Sockets Layer ("SSL") technology. This protocol employs the highest level of encryption available, and transmits data in such a fashion that only the intended recipient can read it. During a secure SSL session, data passed back and forth between your computer and our servers is secured through the use of public key cryptography. Your computer exchanges key information with our servers to create a private conversation that only your computer and our servers may understand.
Secure Messaging
As part of our service to you, we provide a secure messaging portal on the Website. You can use this secure messaging feature to communicate securely and directly with Onit. All communications of your Personally Identifiable Information through the Website are made via secure messaging. Members of the Services can, at their option, signup on the Website to receive an e-mail or text message informing the Member as to when a message has been delivered to the Members secure messaging portal.
PLEASE NOTE THAT E-MAIL COMMUNICATIONS SENT TO THE WEBSITE ARE NOT SECURE. THEREFORE, YOU SHOULD NOT SEND PERSONALLY IDENTIFIABLE INFORMATION TO VIA E-MAIL.
User Names and Strong Passwords
Other then officers, employees, agents, and assigns of Onit, only persons with a valid user name and passwords can access Personally Identifiable Information directly from the Services.
In order to further enhance the security of the Services, we require passwords to be at least eight characters long and include at least one uppercase letter, one lowercase letter, one number, and one symbol.
Automatic Log Off
The Website provides an automatic log off feature. Any logged in user will be automatically logged off after a certain period of inactivity and must log in again to resume activity on the Website.
Security Policy Subject to Change
From time to time we may make changes to our Security Policy, and we reserve the right to change our Security Policy at any time. If we make changes, we will post them on the Website. Unless stated otherwise, our current Security Policy applies to all Personally Identifiable Information. Your continued access or use of the Services after any such changes constitutes your acceptance of the new Security Policy.
Disclaimer
We use commercially reasonable measures to protect Personally Identifiable Information that is stored within our databases, and, unless otherwise provided in our Privacy Notice and Policy, we restrict access to Personally Identifiable Information to those employees who need access to perform their job functions, such as our customer service personnel and technical staff. Please note that we cannot guarantee the security of Personally Identifiable Information. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of Personally Identifiable Information at any time. If there are any questions about the security of the Services or if you need any additional information about the security measures we use, please contact us at security@onit.com.
Date of Last Revision: February 1, 2010