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On Demand Technology Inc, (dba OneRail)

Terms of Service

(Last updated May 26, 2021)

Please read these terms of service (these "Terms") carefully as they form a contract between you and On Demand Technology Inc. dba OneRail ("ODTI", “we” or “us”) that governs your access and use of this web site and all related products (including mobile applications) offers and services (collectively, the "Service"). By accessing or using the Service, you agree that you have read, understand, and agree to be bound by these Terms, as amended from time to time. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with ODTI and are not barred under any applicable laws from doing so. If you obtain your use of the Services in connection with the services offered by a third party (such as a membership organization), the individual terms of that third party’s contract with ODTI may modify these Terms. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND THE Privacy Policy, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning this Agreement, please contact privacy@onerail.io

Please note that ODTI does not provide warranties for the Services. This contract also limits ODTI’s liability to you. See Sections 11, and 12 for details.

If you do not wish to agree to these Terms, do not access or use any part of the Service.

1.                  Changes to these Terms

ODTI may change these Terms at any time by posting the amended Terms on the OneRail.io web site. Any changes to these Terms will be effective upon posting the revised version of these Terms on the Service (or such later effective date as may be indicated at the top of the revised Terms). We may also notify you via the Service and/or by email to the email address associated with your account.  If you do not agree to the Terms as amended, you must stop using the Service and cancel your account. Your continued use of the Service after the date the amended Terms is posted will constitute your acceptance of the amended Terms.

3.          Your Use of the Service

Subject to your continued compliance with these Terms we will use commercially reasonable efforts to provide the Services to you on a non-exclusive, non-transferable, and revocable basis. We reserve the right, in our sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time.  We may add or remove functionalities or features, and or suspend or stop a Service altogether, at any time and without prior notice to you. You understand that any decision to use the Service is entirely voluntary. 

All ODTI services and contents (including but not limited to platform services, API endpoints, files, graphics, software and data) are the property of and owned by On Demand Technology Inc., suppliers or licensors and are protected by copyright, trademark and other laws of the United States and other countries. You may not display, electronically copy, download and print hard copy versions of the materials contained on the site without having executed one or more MASTER SERVICE AGREEMENTS with On Demand Technology Inc. Services may be provided to you only by ODTI and/or its affiliates, suppliers or licensors under a non-exclusive and limited license that is revocable. ODTI and/or its affiliates, suppliers or licensors retain full and complete title to the materials and to any and all of the associated intellectual property rights. Any other use of the materials on the site, including but not limited to the modification, distribution, transmission, performance, broadcast, publication, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any materials, information, software, products or services obtained from the site, without the prior written permission of ODTI, is expressly prohibited. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of ODTI or its affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing ODTI's or its affiliates' name or trademarks without the express written consent of ODTI. Any unauthorized use terminates the permission or license granted by ODTI.

4.               Registration and Acceptance

a. Accepting the Terms

You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with ODTI, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.

b. Entity Level Acceptance

If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).

c. Registration

In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information you give to ODTI will always be accurate and up to date and you will inform us promptly of any updates.

5.         Using Our APIs

a. Your End Users

You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.

b. Compliance with Law, Third Party Rights, and Other ODTI Terms of Service

You will comply with all applicable law, regulation, and third-party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the APIs to encourage or promote illegal activity or violation of third-party rights. You will not violate any other terms of service with ODTI (or its affiliates).

c. Permitted Access

You will only access (or attempt to access) an API by the means described in the documentation of that API. You will not misrepresent or mask either your identity or your API Client's identity when using the APIs or developer accounts.

d. API Limitations

ODTI sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain ODTI's express consent (and ODTI may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact the relevant ODTI API team for information (e.g. by using the ODTI developers console).

e. Open-Source Software

Some of the software required by or included in our APIs may be offered under an open-source license. Open-source software licenses constitute separate written agreements. For certain APIs, open-source software is listed in the documentation. To the limited extent the open-source software license expressly supersedes the Terms, the open-source license instead sets forth your agreement with ODTI for the applicable open source software.

f. Non-Exclusivity

The Terms are non-exclusive. You acknowledge that ODTI may develop products or services that may compete with the API Clients or any other products or services.

6.         Feedback

If you provide comments, suggestions, and recommendations to ODTI with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, "Feedback"), You hereby grant to ODTI a world-wide, royalty free, transferable, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.

 

5.         Support, Message Board, Blogs, & Sharing

ODTI may, now or in the future, allow users to post, upload, transmit through, or otherwise make available on the Site (collectively, "submit") messages, receipts, text, illustrations, personal stories, reviews, illustrations, files, graphics, photos, comments, sounds, music, videos, information, content, or other materials ("User Content"). ODTI is not responsible for User Content for any links or images embedded in the User Content, or for the results obtained by using the User Content. ODTI does not endorse or warrant, and is not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement contained in User Content. Under no circumstances will ODTI be liable for any loss or damage caused by reliance on the Site, User Content or information or materials obtained through User Content.

You will not submit any User Content that is protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, or property right of a third party without the owner's express permission. You are solely liable for any damages resulting from your failure to obtain consent.

User Content, including any personally identifiable information (including as name, address, telephone number, or email address), submitted is accessible to other users, including people you may not know. Making this information available may result in receiving unsolicited emails or of other users sharing Your information. You should use discretion when communicating with others or disclosing personal information. ODTI has no control over and will have no liability for any damages resulting from the use or misuse by any third party of information that you make public by submitting it. If you choose to make personally identifiable information available you do so at your own risk.

By submitting User Content, you automatically grant ODTI a world-wide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable and transferable, right and license to use, record, sell, lease, reproduce, distribute, create derivative works, from publicly displaying or perform, transmit, publish, and otherwise exploit the User Content, in whole or part as ODTI deems appropriate including, but not limited to, in connection with ODTI's, or its subsidiaries' or affiliates', business.

ODTI has the right, but not the obligation, to monitor the User Content. We reserve the right not to post any User Content, but we do not have an obligation to post, maintain, screen or otherwise use User Content. We may discontinue the ability to submit User Content in our own discretion.

The User is responsible for evaluating the accuracy, timeliness, and completeness of all content on the Site including User Content.

The User may utilize the Contact Us link at the bottom of each page for technical support, questions or concerns about offered programs and Services.

7         Use of Your Information

You authorize ODTI to use and distribute personal information (as defined in our Privacy Policy) as needed to provide the Service. In addition, unless otherwise restricted by the contract between ODTI may use personal information as permitted by the Privacy Policy, these Terms, and applicable law.

ODTI may also use non-identifiable anonymous data that is taken from the personal information you provide and combine it with other anonymous data to create what is referred to as "Aggregate Data" that may be disclosed to third parties. Aggregate Data may include information that describes the habits, usage patterns and/or demographics of users as a group but does not reveal the identity of particular users. ODTI may use (and authorize others to use) Aggregate Data for any purpose, in perpetuity. 

8.              Third-Party Content & Services

ODTI may make third-party services (each a “Service Provider”) available through the Service. If you elect to use any service ODTI adds to or enables within the Service, such election constitutes your authorization and consent to sharing your personal information with all authorized third-parties.

ODTI is not responsible for and does not endorse any third-party content or services and does not make any representations or warranties regarding their quality, content, or accuracy. ODTI further does not endorse any third-party service providers, products, services, opinions, or web sites accessed through the Service. USE OF THIRD-PARTY SERVICES AND RELIANCE ON THEIR CONTENT IS SOLELY AT YOUR OWN RISK. ODTI MAY NOT BE HELD LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF ANY THIRD-PARTY SERVICE OR CONTENT.

9.              ODTI Proprietary Rights

ODTI and its licensors own all proprietary rights to the Service and all content and technology related thereto. You may not copy, modify, create derivative works of, publicly display or perform, republish, store, transmit or distribute any of ODTI's or its licensors' proprietary material in the Service without the prior written consent of ODTI. All rights not expressly granted to you are reserved by ODTI.

10.              Restrictions on Use

Your use of the Service and any content accessed or submitted through the Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software. Specifically you agree not to do any of the following: (a) upload to or transmit on the Service any defamatory, indecent, obscene, harassing, violent or otherwise objectionable material, or any material that is, or may be, protected by copyright, without permission from the copyright owner; (b) use the Service to violate the legal rights (including the rights of publicity and privacy) of others or to violate the laws of any jurisdiction; (c) intercept or attempt to intercept electronic mail or messages not intended for you; (d) misrepresent an affiliation with any person or organization; (e) upload to or transmit on the Service any advertisements or solicitations of business; (f) restrict or inhibit use of the Service by others, including disrupting the normal flow of dialogue, causing a screen to scroll faster than other users are able to type, or otherwise acting in a way which affects the ability of other people to engage in real time activities via this Service; (g) upload or otherwise transmit files that contain a virus or corrupted data; (h) collect information about others (including e-mail addresses) without their consent; (i) transmit a file or software or include in a message any software, files or links that you know, or have reason to believe, cannot be distributed legally over the Service or that you have a contractual obligation to keep confidential (notwithstanding its availability on the Service); (j) post "spam," transmit chain letters or engage in other similar activities; (k) advocate illegal activity or discuss an intent to commit an illegal act; (l) disobey any policy or regulations, including any code of conduct or other guidelines, established from time to time regarding use of this Service or any networks connected to this Service; (m) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material; (n) upload to or transmit on the Service any hyperlinks to other sites that contain content that falls within the descriptions set forth in this Section; (o) access the Service other than by the interfaces provided by ODTI; (p) create, transmit, or display health or other information that you do not own or do not have the right to use; or, (q) engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by ODTI, may harm ODTI or users of the Service or expose them to liability.

You will not: (i) use any device, software or routine that interferes with the proper working of the Service, (ii) attempt to interfere with the proper working of the Service, (iii) take any action that imposes an unreasonable or disproportionately large load on ODTI' infrastructure, or (iv) access, reload or "refresh" transactional pages, or make any other request to transactional servers, more than once during any three (3) second interval. 

You must be eighteen (18) years of age or older to use the Service.

11.              Modification and Termination

ODTI may place limits on, modify, suspend, or terminate all or any portion of the Service at any time without prior notice. ODTI may cancel your account and delete all data associated with your account at any time, and without notice, including, if we are directed to do so by your membership organization or if we deem that you have violated the terms of this agreement. The relationship between ODTI and your membership organization may be modified, suspended, or terminated at any time and without notice, any you may lose access to your account as a result. ODTI assumes no liability for any information removed from the Service. ODTI also has the right to maintain and/or destroy all data associated with your account in accordance with its then current document retention and destruction policies. Upon any termination of your access to the Service, you must cease all use of the Service.

12.              Exclusion of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEITHER ODTI NOR ANY OF ODTI' LICENSORS OR SERVICE PROVIDERS MAKES ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, INCLUDINGIMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER ODTI NOR ANY OF ODTI' LICENSORS OR SERVICE PROVIDERS MAKES ANY WARRANTY THAT THE CONTENT IN THE SERVICE SATISFIES GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS. CONTENT IN THE SERVICE IS DEVELOPED FOR USE IN THE UNITED STATES, AND NEITHER ODTI NOR ANY OF ODTI' LICENSORS OR SERVICE PROVIDERS MAKES ANY REPRESENTATION CONCERNING THE CONTENT WHEN USED IN ANY OTHER COUNTRY.

13.              Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER ODTI NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, WRONGFUL DEATH, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN SERVICE, WHETHER OR NOT THERE IS NEGLIGENCE BY ODTI AND WHETHER OR NOT ODTI HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. NEITHER ODTI NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE GREATER OF $100 OR THE FEES PAID OR PAYABLE BY YOU TO ODTIFOR THE SERVICE DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FROM WHICH THE FIRST CLAIM AROSE UNDER THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION.THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

14.              Arbitration

These Terms will be construed and enforced in accordance with the laws of the State of Delaware without regard to the conflicts of law provisions thereof. You agree and expressly consent to the exercise of exclusive personal jurisdiction in the courts of the State of Delaware for the enforcement of these Terms. The foregoing will not preclude ODTI from seeking any injunctive relief in any court of competent jurisdiction for protection of ODTI’s intellectual property rights.

15.       Notices 

We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Service. You may provide legal noticed to us via email to privacy@OneRail.io with a duplicate copy sent via registered mail, return receipt requested, to the following address: ODTI, 8427 Southpark Circle, Suite 200, Orlando, FL 32819, Attn: Legal Dept. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

By registering with ODTI, you understand that we may send you communications or data regarding the Services, including but not limited to (a) notices about your use of the Services, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding ODTI products and services, via electronic mail. 

15.              General Legal Terms

These Terms collectively constitute the entire agreement with respect to your access to and use of the Site and the Content.

 

ODTI may assign, transfer, or otherwise dispose of its rights and obligations, in whole or in part, at any time without notice. You may not assign or transfer any rights to use the Service. 

 

The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect. 

 

If  any provision of these Terms(or any part thereof) is unenforceable under or prohibited by any present or future law, then such provision (or part thereof) will be amended, and is hereby amended, so as to be in compliance with such law, while preserving to the maximum extent possible the intent of the original provision. Any provision (or part thereof) that cannot be so amended will be severed from these Terms; and, all the remaining provisions of these Terms will remain unimpaired. 

 

ODTI’s electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.

 

These Terms do not confer any rights, remedies, or benefits upon any person other than you.