OneWire, Inc. Terms and Conditions

Please read these Terms and Conditions (collectively with OneWire, Inc.’s Privacy Policy and DMCA Copyright Policy, the “Terms and Conditions”) fully and carefully before using www.onewire.com (the “Site”) and the services, features, content or applications offered by OneWire, Inc. through the Site (“OneWire”, “we”, “us” or “our”) (together with the Site, the “Services”). These Terms and Conditions set forth the legally binding terms and conditions for your use of the Site and the Services.

  • 1. Acceptance of Terms and Conditions.

    1. By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms and Conditions and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
    2. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms and Conditions by this reference.
    3. These Terms and Conditions apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
  • 2. Access to the Services.

    You represent and warrant that you are an individual of at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Services. If you are agreeing to these terms on behalf of an entity, you represent and warrant that you are authorized to do so. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms and Conditions are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms and Conditions or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party. Any use of the Site other than for the purpose of locating employees or employment opportunities is strictly prohibited and a violation of these Terms and Conditions. We will use reasonable efforts to ensure that the Site and Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Site and/or Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by us to minimize such disruption where it is within our reasonable control. YOU AGREE THAT WE WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE SITE, THE SERVICES, YOUR USER CONTENT (AS DEFINED HEREIN) OR OTHER CONTENT.
  • 3. Registration.

    To use the Services, you must register for an account on the Services (an “Account”). You must provide accurate and complete information, including your real name and certain information about your work and life experiences, and keep your Account information updated. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Account. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. We reserve the right to refuse registration of, or cancel a username in its discretion. You shall be responsible for maintaining the confidentiality of your OneWire password. You hereby irrevocably authorize us to disclose your personally identifiable information at the request of any state or federal agent or in response to any judicial process (including, without limitation, a subpoena). You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
  • 4. Content.

    1. Definition. For purposes of these Terms and Conditions, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).
    2. User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
    3. Notices and Restrictions.The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
    4. Use License. Subject to these Terms and Conditions, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
    5. License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services, provided that if such User Content is your resume information, our right shall only be in connection to your job search through use of the Services. You also hereby do and shall grant each user of the Site and/or the Services who has access to your User Content, a non-exclusive, perpetual license to (i) access your User Content through the Site and/or the Services, solely for internal employment and hiring purposes, and (ii) use, reproduce, distribute, prepare derivative works of, display and perform such User Content, solely for internal employment and hiring purposes, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
    6. Availability of Content.We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms and Conditions), or for no reason at all, provided that if such Content is your resume information or other information, in any form or format, related to your professional background, our right shall only be in connection to your job search through use of the Services, and (ii) to remove or block any Content from the Services, provided that if such Content is your resume information or other information, in any form or format, related to your professional background, our right shall only be in connection to your job search through use of the Services.
  • 5. Rules of Conduct.

    1. As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms and Conditions. You are responsible for all of your activity in connection with the Services.
    2. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
      1. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (see our DMCA Copyright Policy);
      2. you know is false, misleading, untruthful or inaccurate;
      3. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
      4. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
      5. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
      6. impersonates any person or entity, including any of our employees or representatives; or
      7. includes anyone’s identification documents or sensitive financial information.
    3. You shall not (directly or indirectly): (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
    4. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application) in any way through any medium or otherwise translate any of the Services in such a manner so that it appears to be part of your own or a third party’s web site, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, create derivative works, copy, store, distribute, sell, license, sublicense, publish, or otherwise transfer any or all of the Services or the Site without prior written permission of OneWire or the copyright holder identified in the applicable copyright notice, including without limitation use of any robot, spider, packet sniffer, or other automated device to monitor or copy the contents of the Services or the Site, (iii) frame, link, or otherwise use or display the Site in such a manner that it appears to be part of your own or a third party’s website, (iv) deep link to any page of the Site or otherwise link in a manner that bypasses OneWire’s homepage for the Site, (v) build a competitive product or service or make or have made a product using similar features, functions or graphics of the Site, (vi) restrict or inhibit any other user from using and enjoying the Site, (vii) use the Site in any manner that in OneWire’s reasonable discretion adversely impacts the stability of OneWire’s servers or adversely impacts the behavior of other applications using the Site, (viii) run any processes that run or are activated while you are not logged in, or (ix) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by these Terms and Conditions, and all applicable local, state, national and international laws and regulations.
    5. You may not access the Site if you are a direct competitor of OneWire, except with OneWire’s prior written consent.
    6. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms and Conditions, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
  • 6. Additional Rules of Conduct for Employers/Recruiters.

    To the extent you are an employer or recruiter, you agree and acknowledge that:
    1. you will only submit job postings that are accurate, true, not deceptive or misleading, and fully in compliance with all applicable federal, state and local laws including but not limited to those related to intellectual property rights, data privacy, advertising, employment agencies, labor and employment, government contractors, and employment non-discrimination;
    2. you will only submit job postings for actual available jobs and that such jobs are fully in compliance with all applicable federal, state and local laws;
    3. you will not submit job postings with unlawful requirements, including any required or requested information from candidates;
    4. you will not submit job postings that include any form of advertisement, promotion or endorsement, other than promotion of the job itself;
    5. you will not submit job postings that require any form of upfront payment or referrals to other candidates;
    6. you take sole responsibility for the form, content and accuracy of your job postings;
    7. you take sole responsibility for any and all hiring decisions;
    8. you fully comply with all applicable federal, state and local laws in any activity related to the Services and your use of the Services;
    9. you will contact candidates through the Site only in relation to the Services;
    10. you will cease contact with any candidate who has requested not to be contacted;
    11. you will maintain the confidentiality of any candidate materials submitted through the Site or Services and comply with all applicable privacy laws; and
    12. we make no warranties as to the accuracy, truth, or security of candidate materials submitted through the Site or Services
  • 7. Additional Rules of Conduct for Candidates.

    To the extent you are a candidate, you agree and acknowledge that:
    1. you will only submit User Content (including, but not limited to, your profile and Account information and your resume) describing you as an individual person, including your career profile, that is accurate, true, not deceptive or misleading, and fully in compliance with all applicable federal, state and local laws including those related to intellectual property rights;
    2. you take sole responsibility for the form, content and accuracy of your User Content, including your career profile;
    3. we make no warranties as to the accuracy or truth of job postings on the Site;
    4. we have no responsibility as to any employment decisions by employers/recruiters; and
    5. we may delete your account at any time for any reason.
  • 8. Third Party Services.

    The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, security, products, services or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource. You hereby irrevocably waive any claim against the Site or OneWire with respect to such sites and third party content.
  • 9a. Payments and Billing - Employer.

    1. Paid Services. Certain of our Services, including those set forth in the OneWire Master Subscription Agreement (“OMSA”) may be subject to payments now or in the future (the “Paid Services”). Please see our Paid Services page for a description of current employer Paid Services offered online. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement. Paid Services may be subject to the terms of the OMSA.
    2. Billing. This section 9(b) applies to all Paid Services except for those governed by an OMSA. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
    3. Payment Method. This section 9(c) applies to all Paid Services except for those governed by an OMSA. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
    4. Reaffirmation of Authorization. This section 9(d) applies to all Paid Services except for those governed by an OMSA. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
  • 9b. Payments and Billing - Candidates.

    1. Paid Services. Certain of our Services, including the OneWire Edge Service, may be subject to payments now or in the future. Please see our OneWire Edge Paid Services page for a description of the product and current pricing offered online.
    2. Billing. This section 9(b) applies to all Paid Services except for those governed by an OMSA. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. You will be liable for paying any and all applicable sales and use taxes for the purchase of OneWire Edge based on the mailing address and zip code that you provide when you register as a User, and you authorize OneWire to charge your credit or debit card for any such applicable taxes.
    3. Payment Method. This section 9(c) applies to all Paid Services except for those governed by an OMSA. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
    4. Reaffirmation of Authorization. This section 9(d) applies to all Paid Services except for those governed by an OMSA. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
    5. Renewal. OneWire will not automatically renew your OneWire Edge account at the end of the term. It is your responsibility to repurchase the Service if you would like to continue usage.
    6. Cancellation and Refunds. You can cancel the OneWire Edge Service at any time. However, OneWire does not grant any form of refund in conjunction with the cancellation of the OneWire Edge product. All fees due related to prior use of OneWire Edge Service will remain due and subject to collection following- and regardless of, cancellation of service.
  • 10. Termination.

    We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non-refundable. Upon termination of your account, your right to use the Services, access the Site and any Content will immediately cease. You may delete the information in your user profile but your name and contact information will remain in our database unless you send us a written request to delete it. All provisions of these Terms and Conditions which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
  • 11. Warranty Disclaimer.

    1. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no control over, and no duty to take any action regarding:
      1. which users gain access to the Services;
      2. what Content you access via the Services;
      3. what effects the Content may have on you;
      4. how you may interpret or use the Content; or
      5. what actions you may take as a result of having been exposed to the Content.
    2. You release us from all liability for you having acquired or not acquired Content through the Services. The Site may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
    3. THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
    4. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
    5. ONEWIRE MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OR TIMELINESS OF THE SITE OR THE SERVICES IN MEETING YOUR OBJECTIVES. ONEWIRE DOES NOT GUARANTEE ANY RESULTS, AND IS NOT RESPONSIBLE FOR ANY EMPLOYMENT DECISIONS.
  • 12. Indemnification.

    You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms and Conditions, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
  • 13. Limitation of Liability.

    TO THE FULLEST EXTENT ALLOWED BY LAW, WE DISCLAIM ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL OR SERVICES PROVIDED ON THIS SITE. BY USING THIS SITE, YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SERVICES; (2) DOWNLOADING INFORMATION CONTAINED ON THE SERVICES; (3) UNAUTHORIZED DISCLOSURE OF INFORMATION OR DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF USER CONTENT; (4) THE TEMPORARY OR PERMANENT INABILITY TO ACCESS OR RETRIEVE ANY USER CONTENT FROM THE SERVICES, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM; (5) CONTENT POSTED IN ANY FORUM OR COMMUNITY AREA OF THE SERVICES; AND (6) UNAUTHORIZED DISCLOSURE OF INFORMATION OR DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD, OR STORAGE OF ANY CONTENT.

    IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOSS OF PROFITS, DATA, EMPLOYMENT OPPORTUNITIES, USER CONTENT OR OTHER INTANGIBLES, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS, (III) FOR DAMAGES RELATED TO DOWNLOADING OR POSTING CONTENT, (IV) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (V) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF $300.00.
  • 14. Governing Law and Jurisdiction.

    These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms and Conditions shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
  • 15. Modification.

    We reserve the right, in our sole discretion, to modify or replace any of these Terms and Conditions, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms and Conditions periodically for changes. Your continued use of the Services following notification of any changes to these Terms and Conditions constitutes acceptance of those changes.
  • 16. Miscellaneous.

    1. Entire Agreement and Severability. These Terms and Conditions, in addition to an OMSA if applicable, are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
    2. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
    3. Assignment. These Terms and Conditions are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
    4. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions and neither party has any authority of any kind to bind the other in any respect.
    5. Notices. Unless otherwise specified in these Term and Conditions, all notices under these Terms and Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to support@onewire.com.
    6. No Waiver. Our failure to enforce any part of these Terms and Conditions shall not constitute a waiver of our right to later enforce that or any other part of these Terms and Conditions. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms and Conditions to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
    7. Headings. The section and paragraph headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

Contact.

You may contact us at the following address: OneWire, Inc., 10 E 40th Street, 5th Floor, New York, NY 10016, Attn: Legal Dept.

Effective Date: October 15, 2012

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