Terms of Service – End User Agreement
Terms of teleNetwork Partners, Ltd., dba OneSupport
IMPORTANT: READ THIS END USER AGREEMENT CAREFULLY.
BY CLICKING THE “AGREE / ACCEPT” OPTION AND BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND LIMITATIONS OF THIS AGREEMENT AND ACKNOWLEDGE THAT ONESUPPORT (AS DEFINED BELOW) MAY COLLECT CERTAIN PERSONALLY IDENTIFIABLE INFORMATION AND OTHER TECHNICAL INFORMATION RELATED TO YOUR ACCESS AND USE OF THE SERVICES (AS DEFINED BELOW).
YOU REPRESENT AND WARRANT THAT YOU HAVE FULL RIGHT AND AUTHORITY AS TO ALL COMPUTERS AND EQUIPMENT TO BE PROVIDED SERVICES UNDER THIS AGREEMENT AND CONSENT TO AND AGREE TO BE LIABLE FOR THE SERVICES PROVIDED BY ONESUPPORT AND AUTHORIZE THOSE ACTIVITIES.
IF YOU DO NOT AGREE TO ALL OF THE TERMS, CONDITIONS, AND LIMITATIONS OF THIS AGREEMENT, CLICK “DISAGREE / DECLINE” AND DO NOT ACCESS OR USE THE SERVICES. IF YOU CLICK “AGREE / ACCEPT”, IT IS UNDERSTOOD THAT YOU HAVE AGREED THAT YOU, YOUR EMPLOYER, AND THE OWNER OF THE COMPUTER ON WHICH THE SERVICES ARE ACCESSED, USED, OR PROVIDED ALL ACCEPT THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO ABIDE BY ALL OF THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT.
END USER AGREEMENT
2. Eligibility. To be eligible to open and maintain an account or use the Services, you must be at least eighteen (18) years old.
3. Customer Responsibilities.
a. In order to open and maintain an account or purchase any Services, you must provide us with correct and up-to-date information, including, but not limited to:
i. YOUR CONTACT INFORMATION. It is your responsibility to keep your email address, phone number and physical address up-to-date so that we can communicate with you. You must update your account information with any new information within thirty (30) days of changes to such information. You understand and agree that if we send you a communication but you do not receive it because your information on file is incorrect or out of date, or your email address is blocked by your service provider, or you are otherwise unable to receive electronic communication, we will be deemed to have provided the communication to you under this Section 3 and Section 11.
ii. IDENTITY VERIFICATION. You authorize OneSupport, directly or through third parties, to make any inquiries it considers necessary to validate your identity. This may include asking you for further information or documentation, requiring you to provide a taxpayer, national identification or social security number, requiring you to take steps to confirm ownership of financial instruments, ordering a credit report or verifying information against third-party databases or through other sources.
b. You are responsible for maintaining adequate security and control of any and all account IDs, passwords, personal identification numbers (PINs), or any other codes that you use in connection with the Services or the Website. You agree not to disclose your password to anyone. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your OneSupport account, whether or not you have authorized such activities or actions. Upon learning of a security breach, you will promptly notify us.
c. You agree that prior to our provision of the Services, it is your responsibility to (1) back-up the data, software, information or other files on any Customer Equipment; and (2) remove all videotapes, compact disks, floppy disks, laser disks, cassettes, DVDs, film or other media, that are not necessary for the Services, from the Customer Equipment. You agree that whether or not you request back-up services from OneSupport, OneSupport shall not be liable under any circumstances for any loss, disclosure, alteration or corruption of any data, software, information, files, videotapes, compact disks, floppy disks, laser disks, cassettes, DVDs, film or other media.
d. You will cooperate fully with OneSupport to investigate any suspected unlawful, fraudulent or improper activity, including, but not limited to, granting authorized OneSupport representatives access to any password-protected portions of your account.
a. You understand that certain service plans may have fees including, but not limited to, a monthly fee for the Services (the “Service Fee”). You acknowledge that depending on which of the payment plans you select, the Service Fee may be payable on a monthly basis (a “Recurring Payment Plan”) or you may be charged on an individual basis per Service. You may be charged an additional non-refundable initial setup fee at the time of registration for the Services. You acknowledge that even if you have signed up for a Recurring Payment Plan, OneSupport may charge you for individual Services rendered that are, in its sole discretion, beyond the scope of the Recurring Payment Plan you selected.
b. By adding a debit card, credit card or prepaid card as a payment method, you are providing OneSupport with continuous authority to automatically charge and/or place a hold on that card to obtain the relevant funds when the card is used as a payment method pursuant to this Agreement. You agree and acknowledge that, under the Recurring Payment Plan, the card you have on file will automatically be charged for a month of Services on a recurring monthly basis until notified otherwise by you. You authorize the issuer of that card to pay any amounts described herein without requiring a signed receipt, and you agree that these charges are to be accepted as authorization to the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and you agree that these charges are to be accepted as authorization to the issuer of the card to pay all such amounts. You acknowledge and agree that OneSupport will not have any liability whatsoever for any insufficient funds or other charges incurred by you as a result of attempts to charge and/or place holds on your card.
c. If charges cannot be processed through your card or are rejected for insufficient funds, we reserve the right to charge you an additional fee to initiate and process any changes to your payment method. If we are unable to obtain a new payment method from you, the subject charges will accrue interest in accordance with Section 4.d below.
d. Any charges not paid when due shall bear interest from the date such amounts are due at the lesser of one and one half percent (1.5%) per month or the maximum rate allowed by applicable law.
e. You shall be responsible for all sales, use, value added, or other taxes payable with respect to the fees payable hereunder, or arising out of or in connection with this Agreement or the Services, other than taxes on OneSupport’s net income or property.
a. TERMINATION BY YOU. You may terminate the Services upon thirty (30) days notice to the OneSupport. Upon termination of the Services, your right to use the Services (including, without limitation, the Software and the Equipment (unless purchased from OneSupport)) immediately ceases. You shall have no rights and OneSupport will have no obligations regarding the Services thereafter. Any suspension, termination or cancellation will not affect your obligation to pay any amounts that are due to OneSupport or any of your other obligations to OneSupport under this Agreement.
b. TERMINATION BY COMPANY. OneSupport, in its sole discretion, reserves the right to terminate this Agreement and/or access to the Services (including, without limitation, the Software and the Equipment (unless purchased from OneSupport)) without notice at any time for any reason. Further, you acknowledge that OneSupport’s decision to take certain actions, including limiting access to your account, the Website, or the Services, may be based on confidential criteria that is essential to our management of risk, the security of users and the OneSupport system. You agree that OneSupport is under no obligation to disclose the details of its risk management or its security procedures to you.
c. Upon the termination of this Agreement you shall immediately return any Equipment you did not purchase from OneSupport. If OneSupport has not received said Equipment within thirty (30) days of the termination of this Agreement you hereby authorize them to charge the card on file for the replacement cost of said Equipment.
6. Restricted Activities.
a. In connection with your use of the Website, the Services or in the course of your interactions with OneSupport, other users, or third parties, you will not (collectively, the “Restricted Activities”):
ii. violate any law, statute, ordinance or regulation;
iii. infringe OneSupport’s or any other third party’s copyright, patent, trademark, trade secret, intellectual property rights, or rights of publicity or privacy;
iv. act in a manner that is defamatory, fraudulent, trade libelous, threatening or harassing;
v. provide false, inaccurate or misleading information;
vi. refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to OneSupport;
vii. use your account in a manner that OneSupport or any electronic fund transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
viii. take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
ix. facilitate or use the Website or the Services to facilitate any viruses, Trojan horses, worms, or other computer programming routines that may damage, disrupt, detrimentally interfere with, intercept or expropriate any system, data or information, including without limitation, overloading, flooding, spamming or mail-bombing the Website;
x. use any device, software or routine to interfere or attempt to interfere with, monitor or copy the Website or the Services;
xi. take any action that may cause OneSupport to lose, or which otherwise hinders OneSupport’s ability to use, the services it receives from its internet services providers, payment processors, or other suppliers;
xii. use the Website or the Services in any manner that harasses an employee of OneSupport or another customer or could interfere with any other party’s use or enjoyment of the Website or Services;
xiii. attempt to gain unauthorized access to any OneSupport account information, computer systems or networks, including but not limited to attempting to obtain any information or materials relating to the Website through any means not intentionally made available to you;
xiv. allow someone other than yourself to use the Services through your account; or
xv. encourage or instruct any other individual to engage in a Restricted Activity or to violate any term of this Agreement.
b. If OneSupport, in its sole discretion, believes that you may have engaged in any Restricted Activity, it may take various actions to protect itself, its affiliates, or other third parties. The actions OneSupport may take include, but are not limited to, the following:
i. suspending or limiting your access to the Website or the Services;
ii. refusing to provide the Services (or any other services offered by OneSupport) to you now or in the future; and
iii. terminating this Agreement.
7. Your Liability.
a. INDEMNIFICATION. You agree to indemnify, defend and hold OneSupport its directors, partners, officers, employees and agents harmless from and against any and all losses, costs, obligations, liabilities, damages, actions, suits, causes of action, claims, demands, liens, encumbrances, security interests, settlements, judgments, and other expenses, (including but not limited to cost of defense, settlement, and reasonable attorneys’ fees) arising from or relating to your or your employees’ or agents’: (i) breach of this Agreement, (ii) use of the Website or Services, (iii) actual or alleged failure to promptly pay sums due to OneSupport or third parties, (iv) failure to comply with applicable laws, regulations or ordinances, and (v) negligent acts or omissions; in each case, except to the extent caused by OneSupport’s or its directors’, partners’, officers’, employees’ or agents’ negligence or willful misconduct. In addition to the foregoing, you agree to indemnify, defend and hold OneSupport its directors, partners, officers, employees and agents harmless from and against any and all losses, costs, obligations, liabilities, damages, actions, suits, causes of action, claims, demands, liens, encumbrances, security interests, settlements, judgments, and other expenses, (including but not limited to cost of defense, settlement, and reasonable attorneys’ fees) arising from or relating to OneSupport’s or its directors’, partners’, officers’, employees’ or agents’ use of the Customer Software or Customer Equipment, including, without limitation, any claim that such use infringes or misappropriates the intellectual property rights of any third party. You will cooperate as fully as reasonably required in OneSupport’s defense of any claim. OneSupport reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of OneSupport.
b. OneSupport may notify your bank and/or the authorities or take any actions it deems appropriate without notice to you if (i) OneSupport is unable to verify or authenticate any billing or payment information you provide to OneSupport; or (ii) OneSupport suspects that your actions may be illegal or cause liability, harm or disruption to you, OneSupport, other customers, the Website or any other third parties.
8. Limitation of Liability. IN NO EVENT SHALL ONESUPPORT, ITS DIRECTORS, PARTNERS, OFFICERS, AGENTS, JOINT VENTURES, EMPLOYEES, SUPPLIERS BE LIABLE FOR LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED HEREUNDER, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA, EVEN IF ONESUPPORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ONESUPPORT’S LIABILITY AND THE LIABILITY OF ITS DIRECTORS, PARTNERS, OFFICERS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES IS LIMITED TO THE SERVICE FEES INCURRED BY YOU FOR THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ONESUPPORT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU EXPRESSLY WAIVE ALL WARRANTIES OR CONDITIONS NOT EXPRESSLY SET FORTH HEREIN. ONESUPPORT MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES ONESUPPORT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED, INSTALLED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR INSTALLATION OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ONESUPPORT OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. ONESUPPORT MAY, IN ITS SOLE DISCRETION, REFUSE TO PROVIDE THE WEBSITE, SERVICES, AND/OR SOFTWARE TO YOU FOR ANY REASON OR NO REASON, INCLUDING, WITHOUT LIMITATION, WHEN YOUR TECHNICAL NEEDS ARE UNUSUAL OR BEYOND THE SCOPE OF WHAT THE ONESUPPORT INTENDED WHEN OFFERING THE SERVICES, AS DETERMINED BY ONESUPPORT.
a. If a dispute arises between you and OneSupport, you must first contact OneSupport and describe the nature and basis of the claim or dispute as well as the specific relief sought. You agree to allow OneSupport thirty (30) days to address your concerns prior to initiating any formal action with respect to the dispute (including, without limitation, filing suit).
b. Any claim, dispute, or controversy arising out of or relating to this Agreement or the relationship among the parties hereto (a “Claim”) shall be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association (“AAA”), under the AAA Consumer Rules in effect at the time the Claim is filed (“AAA Rules”). The arbitrator’s decision shall be final, binding and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction or application may be made for judicial acceptance of the award and an order of enforcement. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve the Claim, including any claim that all or any part of the Agreement (including this Arbitration provision but excluding Section 10(g)) is void or voidable. The arbitration proceedings shall be held in Austin, Texas and shall be subject to the terms of this Agreement, the intentions of the parties as stated herein, international commercial practice, and the governing law of this Agreement. No arbitration will be combined with another without the prior written consent of the OneSupport. If OneSupport prevails before the arbitrator and shows that you acted in bad faith in bringing a Claim, then OneSupport may seek to recover the AAA fees and expenses of the arbitrator from you, and you agree that the arbitrator shall be required to award such AAA fees and expenses (to the fullest extent required by the AAA Rules).
c. Any settlement offered by OneSupport or accepted by you shall be considered Confidential Information (as defined by Section 13), and as such may not be disclosed to any person, including an arbitrator.
d. Except as otherwise explicitly agreed by the parties in Section 10(b), you agree that any claim or dispute you may have against OneSupport must be resolved by a court located in Austin, Texas. You agree to submit to the personal jurisdiction of the courts located within Austin, Texas for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of Texas, without regard to conflict of law provisions.
e. You and OneSupport agree that any claim arising out of or related to the Services must commence within one (1) year of the claim arising; otherwise, such cause of action shall be permanently barred.
f. All claims (including “Claims” as defined in Section 10.b above) you bring against OneSupport must be resolved in accordance with this Section 10 of the Agreement. All claims filed or brought contrary to this Section 10 shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to this Section 10, OneSupport may recover attorneys’ fees and costs, provided that OneSupport has notified you in writing of the improperly filed claim and you have failed to promptly withdraw the claim.
g. You hereby expressly agree that any claim brought by you must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple party or similar proceeding (each a “Class Action”). You expressly waive any ability to maintain a Class Action in any forum. An arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action or make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
a. You agree that OneSupport may provide you communications about the Website and/or the Services electronically. OneSupport may terminate this Agreement if you withdraw your consent to receive electronic communications. Any electronic communications will be considered to be received by you twenty-four (24) hours after the time we post it to the Website or email it to you. Any notice sent to you by postal mail will be considered to be received three (3) business days after it is sent.
b. Notice to OneSupport must be sent by postal mail to:
12. License Grant.
a. To the extent OneSupport provides you with Software, OneSupport grants you a revocable, non-exclusive, non-transferable license to use the Software in accordance with any documentation provided with such Software. This license grant includes the Software and all updates, upgrades, new versions and replacement software for your personal use only. You may not rent, lease or otherwise transfer your rights in the Software to a third party. You must comply with the implementation and use requirements contained in all OneSupport documentation accompanying the Software. If you do not comply with OneSupport’s implementation and use requirements you will be liable for all resulting damages suffered by you, OneSupport and third parties.
b. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the Software. You acknowledge that all rights, title and interest to the Software are owned by OneSupport.
c. Any third-party software application you use on the Website or in connection with the Services is subject to the license you agreed to with the third party that provides you with that software. Any such software shall be considered “Customer Software” for the purposes of this Agreement, as OneSupport does not own, control, have any responsibility or liability for, or make any representation or warranty regarding any third-party software application you elect to use on the Website or in connection with the Services. To the extent OneSupport provides technical assistance or support for any Customer Software or Customer Equipment, you must ensure that you comply with the terms and conditions under which you licensed such Customer Software or purchased such Customer Equipment. We make no representation or warranty that we are an authorized service provider for any Customer Software or Customer Equipment; it is your sole responsibility to determine if you require additional rights for us to provide such support and if so, to acquire such rights. You acknowledge that support of Customer Software or Customer Equipment by an unauthorized service provider may void any warranty made by the supplier of such Customer Software or Customer Equipment.
a. Confidential Information includes any oral or written:
i. feedback you provide to OneSupport;
ii. OneSupport business or technical information that is disclosed to you in connection with this Agreement or the Services, including, but not limited to, any information relating to OneSupport’s plans, processes, business opportunities or research and development; and
iii. information that is designated at the time of disclosure or is designated as confidential by OneSupport within thirty (30) days of disclosure.
i. information that is or becomes a part of the public domain through no act or omission of your own;
ii. information that was rightfully known by you, without restriction, at the time of disclosure, and had not been obtained either directly or indirectly from OneSupport; or
iii. information that you independently developed without use of or reference to OneSupport’s Confidential Information.
b. You shall treat as confidential all Confidential Information of OneSupport, shall not use such Confidential Information except as set forth herein, shall not disclose such Confidential Information to any third party, and will maintain all Confidential Information in strict confidence.
b. IP OWNERSHIP. All URLs, logos and trademarks related to the Services are copyrighted, trademarks or registered trademarks of OneSupport or its licensors. You may not copy, imitate or use them without OneSupport’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of OneSupport. You may not copy, imitate, or use them without OneSupport’s prior written consent.
c. NO OFFER. The Website is available internationally and may contain references to services or programs that are not available in your location. These references do not imply that OneSupport intends to make such services or programs available in such location.
d. PHONE CALLS. By providing OneSupport a telephone number (including a mobile telephone number) you consent to receiving calls (including autodialed and prerecorded messages) and text messages from or on behalf of OneSupport at that number.
e. SURVIVAL CLAUSE. Sections 7, 8, 10, 13, and 14, along with any other provisions which by its context was intended to survive the termination, cancellation or suspension of this Agreement shall survive any termination, cancellation or suspension of this Agreement.
f. ASSIGNMENT. You may not transfer or assign any rights or obligations you have under this Agreement without OneSupport’s prior written consent. OneSupport reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time without prior notice to you.
g. SEVERABILITY. In the event that a particular provision of this Agreement is held to be invalid, such provision shall be severed from the Agreement and shall not affect the validity of this Agreement as a whole or any of its other provisions (other than payment or license restrictions). The parties hereto agree to replace such invalid provision with a new provision that has the most nearly similar permissible, economic, or other effect.
h. WAIVER. OneSupport’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.
i. AMENDMENTS. OneSupport may change this Agreement at any time. Upon any change in the terms or conditions of the Agreement, OneSupport will notify you by posting the changes to the Website. You are responsible for regularly reviewing the Website to be notified of changes to the Agreement. Your continued use of the Services constitutes an affirmative agreement by you to abide by and be bound by this Agreement and its modifications.
j. FORCE MAJEURE. OneSupport will not be liable or be deemed in default hereunder by reason of any delay or failure in the performance of its obligations under this Agreement resulting, directly or indirectly, from events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, storms, explosions, acts of God, fire, earthquakes, floods, war, terrorism, riots, civil or military authority, labor conditions, lockouts, accidents, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to the OneSupport infrastructure or connectivity to the Internet or failure at a OneSupport co-location facility, (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, OneSupport will be excused from any performance of its obligations effected by the Force Majeure Event for so long as the event continues.
k. RECORDING. OneSupport reserves the right to review and/or record any exchanges and communications, in accordance with applicable law.
l. OUTSIDE LINKS. The Website may provide links to websites other than the websites owned by OneSupport. Such links are provided for reference only, and OneSupport neither controls such websites nor endorses any of the material on any such websites or any association with their operators.
m. SECTION HEADINGS. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.