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To use services offered on the Onison Application Services Web Site, you must register by providing us with current, complete and accurate information. On registration, you will be set up a company profile and assign an administrator account and a password that you can change using the Onison Application Services software. This account lets you set up user accounts and access rights for other users within your company. Your company is entirely responsible for maintaining the confidentiality of its accounts and passwords. Furthermore, you are entirely responsible for any and all activities that occur under accounts belonging to your company's Onison Application Service. You agree to notify Onison immediately of any unauthorized use of these accounts or any other breach of security. Onison will not be liable for any loss that you may incur as a result of someone else using your accounts, either with or without your knowledge. However, you could be held liable for losses incurred by Onison or another party due to someone else using your accounts.
Modification of these Terms of Use
Onison reserves the right to change the terms, conditions, and notices under which the Onison Application Services are offered, including but not limited to the charges associated with the use of the Onison Application Services. Onison will post notification of such changes on the Onison Application Services website and will e-mail a notification to the main contact in your company profile. You are responsible for regularly reviewing these notices. Your continued use of the Onison Application Services constitutes your agreement to all such terms, conditions, and notices.
No Unlawful or Prohibited Use
As a condition of your use of the Onison Application Services, you will not use the Onison Application Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Onison Application Services in any manner that could damage, disable, overburden, or impair any Onison Application Services (or the network(s) connected to any Onison Application Services) or interfere with any other party's use of such services. You may not attempt to gain unauthorized access to any Onison Application Services, other accounts, computer systems or networks connected to any Onison Application Service, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Onison Application Services.
Use of Services
The Onison Application Services contain capabilities designed to enable you to exchange files securely with others. You agree to use the Onison Application Services only to upload and make available material that is proper and related to your particular exchange needs. By way of example, and not as a limitation, you agree that when using an Onison Application Service, you will not:
Onison reserves the right to review materials posted to the Onison Application Service and to remove any materials that violate the principles outlined above. At its discretion, Onison reserves the right to terminate access to the Onison Application Services for violations of these principles.
Onison reserves the right at all times to disclose any information as Onison deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that Onison deems to be in violation of the "Use of Service" principles.
Materials Provided to Onison or Posted at the Onison Application Services Website
Onison does not claim ownership of the materials you provide to Onison or post, upload, input or submit to the Onison Application Services.
By uploading files to the Onison Application Service you warrant and represent that you own or otherwise control all of the rights to your submission as described in these Terms of Use including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the submissions.
Software and Content Available through the Onison Application Services
All software that is made available to view and/or download in connection with the Onison Application Services is owned by and is the copyrighted work of Onison Corporation and/or its suppliers and is protected by copyright laws and international treaty provisions.
Onison Corporation grants to you, the user, a revocable personal, non-transferable license to use the Software for viewing and otherwise using the particular Onison Application Services in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited.
Liability Disclaimer
The information, software, products, and services included in or available through the Onison Application Services may include inaccuracies or typographical errors. Changes are periodically made to the Onison Application Services and to the information therein. Onison and/or its respective suppliers may make improvements and/or changes in the Onison Application Services at any time.
Onison and/or its respective suppliers make no representations about the suitability, reliability, availability, timeliness, lack of viruses or other harmful components and accuracy of the information, software, products, services and related graphics contained within the Onison Application Services for any purpose. All such information, software, products, services and related graphics are provided "as is" without warranty of any kind. Onison and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties and conditions of merchantability, fitness for a particular purpose, workmanlike effort, title and non-infringement.
You specifically agree that Onison shall not be responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Onison Application Service. You specifically agree that Onison is not responsible or liable for any threatening , defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights. You specifically agree that Onison is not responsible for any content sent using and/or included in an Onison Application Services service by any third party.
In no event shall Onison and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Onison Application Services, with the delay or inability to use the Onison Application Services or related services, the privison of or failure to provide services, or for any information, software, products, services and related graphics obtained through the Onison Application Services, or otherwise arising out of the use of the Onison Application Services, whether based on contract, tort, negligence, strict liability or otherwise, even if Onison or any of its suppliers has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the Onison Application Services, or with any of these terms of use, your sole and exclusive remedy is to discontinue using the Onison Application Services.
Storage Space and Other Limitations
You agree that Onison may establish limits concerning use of any Onison Application Services offered through the Onison Web Sites.
You agree that Onison has no responsibility or liability for the deletion, corruption or failure to store any files maintained or transmitted to the Onison Application Service. It is your sole responsibility to conduct regular backups of all your uploaded material.
Onison makes no warranty that the Onison Application Services will be uninterrupted, timely, secure or error-free. For such warranties, an optional Service Level Agreement is available.
Termination/Access Restriction
At its discretion, Onison reserves the right to terminate access to any or all Onison Application Services and the related services or any portion thereof at any time, for violations of the principles embodied in this document.
Onison shall have no obligation to maintain any content following termination of service.
Onison or the customer of Onison can terminate this agreement with a notice of 30 days before the end of the Contract Term. Without termination, the services are renewed perpetually for one term at any term.
Without entering an agreement, trial agreements end at the last day of the granted evaluation period.
Onison can restrict or terminate access to any or all Onison Application Services for the customer if the customer fails to pay outstanding invoices within a given period.
Payment Terms (Not Applicable for Trial Users)
Depending on the type of plan, Onison will either charge your credit card at the beginning of each month or invoice you monthly for Onison Application Services by electronic mail. The email is sent to the email address that you specify for invoicing. Payment for service is due each month in advance. For annual plans, payment for setup and for subscriptions is due within 10 days of the invoice date. Overdue accounts will be charged interest at 1% per month, and the overdue account is subject to administrative hold without notice. For customization and project work, the payment term is 10 days upon approval of the agreement. For customizations and project work, you need to establish credit with Onison. Support services must be paid in advance.
General
For U.S. customers, this agreement is governed by the laws of the State of Oregon, U.S.A. For Canadian customers, this agreement is governed by the laws of Canada. For European and Asian customers, this agreement is governed by the laws of Switzerland. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Portland, Oregon, Vancouver, Canada or Zürich, Switzerland, respectively, in all disputes arising out of or relating to the use of the Onison Application Services, depending on your location, set out in the original agreement. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Onison as a result of this agreement or use of the Onison Application Services. You agree to indemnify and hold Onison, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on the Onison Application Services. Onison reserves the right to disclose any personal information about you or your use of the Onison Application Services, including its contents, without your prior permission if Onison has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of Onison or its affiliated companies; (3) enforce the terms or use; or (4) act to protect the interests of its members or others. Onison's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Onison's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Onison Application Services or information provided to or gathered by Onison with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Onison with respect to the Onison Application Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Onison with respect to the Onison Application Services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Copyright and Trademark Notices
All contents of the Onison Application Services Web Sites are: Copyright (c) 2000-2015 Onison Corporation and/or its suppliers. All rights reserved.
Onison, Onison Application Services and/or other Onison products and services referenced herein may also be either trademarks or registered trademarks of Onison.
Any rights not expressly granted herein are reserved.
Additional Terms
In addition to the warranty and representation set forth in these Terms of Use, by posting a submission that contain images, photographs, pictures or that are otherwise graphical in whole or in part ("Pictures"), you warrant and represent that (a) you are the copyright owner of such Picture, or that the copyright owner of such Picture has granted you permission to use such Picture or any content and/or images contained in such Picture consistent with the manner and purpose of your use and as otherwise permitted by these Terms of Use and the Onison Application Services, (b) you have the rights necessary to grant the licenses and sublicenses described in these Terms of Use, and (c) that each person depicted in such Picture, if any, has provided consent to the use of the Picture as set forth in these Terms of Use, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Picture.
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