By using the onboardx.com web site ("OnboardX"), or any applications or services (together, the "Service"), of Big Online Dreams SRL, located in Bucharest, Romania, Splaiul Independentei 273, etaj 3, corp 1. ("we", "our" or "us"), you (the "Subscriber") are agreeing to be bound by the following terms of service and conditions ("Terms and Conditions", "Terms of Service").
Please read these Terms of Service carefully before using the Services. These Terms of Service apply to all users of the Services, including without limitation any sub-users.
These Terms and Conditions affect your legal rights and obligations. Using the Services in any manner constitutes your acceptance and agreement to be bound by these Terms of Service, and all other operating rules, policies and procedures that may be published from time to time on the website by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT USE THE SERVICES AND YOU SHOULD EXIT THE WEBSITE AND STOP USE OF THE SERVICES IMMEDIATELY.
OnboardX reserves the right, at any time and from time to time, to amend or to modify these Terms of Service without prior notice to you. Amendments and modifications shall take effect immediately when posted on the Website. By continuing to access or use the Services after any such amendments or modifications, you agree to be bound by such amended or modified Terms of Service. For this reason, we encourage you to review the Terms of Service whenever you use the Services. If you do not agree to any change to these Terms of Services, then you must immediately stop using the Services.
(1) Eligibility and account terms
You must be at least 18 years old to use the Service. You must be a human and you must not create Accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
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 of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service 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. You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws, rules and regulations in your jurisdiction (including but not limited to copyright or trademark laws).
To sign up for the Services, you must register for an account on the Services (an "Account"). You must provide accurate and complete information and keep your Account information updated. 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. You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, and your employees or a third party (including your contractors or agents). You are responsible for keeping your password secret and 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. OnboardX will not be liable for any loss or damage as a result of your failure to provide us with accurate information or to keep your Account secure.
You expressly understand and agree that OnboardX shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if OnboardX has been advised of the possibility of such damages), resulting from your use of the Service or third-party products that access data via the Service.
(2) General conditions
Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis.
You understand that OnboardX uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
We reserve the right to refuse access to the Service to anyone for any reason at any time.
You must not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service.
You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any OnboardX page is rendered or displayed in a user's browser or device.
You may not upload violent or discriminatory content, or content which is in any way unlawful, infringing, or hateful, to and/or via the Service.
We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, or otherwise objectionable or violates any party's intellectual property or these terms of service.
(3) Rules of conduct
As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services.
You agree that you will not transmit, distribute, post, store, link, or otherwise traffic in Content, information, software, or materials on or through the Service that (i) is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another's privacy, tortious, offensive, profane, contains or depicts pornography that is unlawful, or is otherwise inappropriate as determined by us in our sole discretion, (ii) you know is false, misleading, untruthful or inaccurate, (iii) constitutes unauthorized or unsolicited advertising, (iv) impersonates any person or entity, including any of our employees or representatives, or (v) includes anyone’s identification documents or sensitive financial information. You agree not to engage in any wrongful activities, including: (i) misrepresentation of yourself, or disguising the origin of any content (including by "spoofing", "phishing", manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with GOnboardX or any third party), (ii) using the services to violate the privacy of others, including publishing or posting other people's private and confidential information without their express permission, or collecting or gathering other people’s personal information (including account names or information) from our services, (iii) using our services to stalk, harass, or post direct, specific threats of violence against others, (iv) using the Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws), (v) or using the Services and/or data obtained from the use of the Services to act in violation of any anti-spam rules and/or laws such as but not limited to the CAN-SPAM Act of 2003, (vi) accessing or searching any part of the services by any means other than our publicly supported interfaces, (vii) using meta tags or any other "hidden text" including OnboardX's or our suppliers’ product names or trademarks.
You shall not: (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 Website; (vi) harvest or scrape any Content from the Services; (vii) use the Services for high risk activities including but not limited to the operation of nuclear facilities, air traffic control, life support systems, or any other use where the failure of service could lead to death, personal injury, or environmental damage; (viii) compromise the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services; (ix) tamper with, reverse-engineering, or hacking our services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the services, related systems, networks, or data; (x)modify, disable, or compromise the integrity or performance of the services or related systems, network or data; (xi) decipherer any transmissions to or from the servers running the services; or (xii) otherwise take any action in violation of our guidelines and policies.
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), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
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 of Service, 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.
Subscribers may not use the Services in a manner that would violate the lawful privacy rights of any person, or to publish or republish defamatory or libellous statements, or to harass or embarrass, which shall be determined in OnboardX’s sole and absolute discretion.
Subscribers are responsible for the acts of others utilizing their access to the Services, and will be held responsible for violations of the Services by their sub-users or persons who gain access to the Services using the Subscriber's access codes. Any activity that a Subscriber is prohibited from performing by these Terms of Services is equally prohibited to anyone using the access to the Services of the Subscriber. Subscribers shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information. Subscribers shall notify all persons who receive access to the Services of the provisions of these Terms of Service, and shall inform them that the terms of these Terms of Service are binding upon them. Subscribers shall notify OnboardX if and when they learn of any security breaches regarding the Services, and shall aid in any investigation or legal action that is taken by authorities and/or OnboardX to cure the security breach.
OnboardX reserve the right, and you agree, to take appropriate action at our sole discretion against account holders or their use of services in case that they do not adhere to the Terms and Conditions and/or the intended use of provided services. This includes the right of OnboardX at any time, among others but not limited to, to pause, stop, cancel, delete, reverse, and suspend any actions by the account holder or to take any other measures deemed necessary by OnboardX.
(4) Service Modifications and Availability
OnboardX reserves the right, at its sole discretion, to modify or discontinue the Site or Services, at any time, for any or no reason, and without notice or liability.
We also schedule system downtime from time to time, and unplanned system outages may occur. We shall have no liability whatsoever for the resulting unavailability of the Services caused by planned or unplanned system outages or the resultant delay, mis-delivery, non-delivery of information caused by such system outages, or any third party acts or any other outages of web host providers or the Internet infrastructure and network external to the Site or Services.
(5) Payments and billing
You agree to pay all fees in accordance with each order/invoice.
The Service is billed (i) in advance on a monthy basis. The amounts are non-refundable, non-cancelable and non-creditable.
Should OnboardX elect to charge for a feature and you elect to subscribe to such feature or to continue to subscribe to such feature after being notified of the charges, you shall pay all applicable fees. If you choose to cancel your subscription, you are not entitled to any refund for prior charges. OnboardX reserves the right to change its price list and to institute new charges at any time. You agree that we may bill your credit card for renewals, extensions, additional projects, and unpaid fees, as applicable.
We use third-party payment processors (the "Payment Processors") 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 Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, 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 Processors, 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.
Subscribers are typically billed monthly. On rare occasions, a Subscriber may be billed an amount up to the Subscriber's current balance in an effort to verify the authenticity of the Subscriber's account information. This process ensures that Subscribers without a payment history are not subjected to additional scrutiny. Subscribers are entirely responsible for the payment of all taxes.
Some of the paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.
YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSORS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
For accounts in arrears, if any amount is overdue, without the requirement of providing notice of such arrears, OnboardX may suspend service to such account and bring legal action to collect the full amount due, including any attorneys’ fees and costs.
(6) Warranty disclaimer We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: (i) which Subscribers gain access to the Services; (ii) what Content you access via the Services; or (iii) how you may interpret or use the Content.
You release us from all liability for you having acquired or not acquired Content through the Services. 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.
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. 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.
(7) Limitation of liability
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 LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS ONE MONTH PERIOD, EVEN IF OnboardX HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. SUBSCRIBER ACKNOWLEDGES THAT THE FEES PAID BY HIM OR HER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT OnboardX WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS. SUBSCRIBER HEREBY WAIVES ANY AND ALL CLAIMS AGAINST OnboardX ARISING OUT OF SUBSCRIBER'S PURCHASE OR USE OF THE SERVICES, OR ANY CONDUCT OF OnboardX DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO OR USE OF THE SERVICES.
Subscriber shall keep confidential any confidential information to which it is given access, and shall cooperate with OnboardX's efforts to maintain the confidentiality thereof. Subscriber shall not publish to third parties or distribute information or documentation that OnboardX provides for purposes of operating and maintaining its systems, including material contained in estimates, invoices, work orders, or other such materials.
Subscriber is solely responsible for the preservation of Subscriber's data which Subscriber saves onto its virtual server (the "Data"). OnboardX shall have no liability for any Data that may be lost, or unrecoverable, by reason of Subscriber’s failure to backup its Data.
(11) Termination and access
OnboardX reserves the right, in our sole discretion, to terminate your access to all or any part of the Services at any time, with or without notice, effective immediately, including but not limited to as a result of your violation of any of these Terms of Service or any law, or if you misuse system resources, such as, by employing programs that consume excessive network capacity, CPU cycles, or disk IO. Any such termination may result in the forfeiture and destruction of information associated with your Account. OnboardX may provide prior notice of the intent to terminate Services to you if such notice will not, in OnboardX’s discretion, run counter to the intents and purposes of these Terms of Service. Any fees paid hereunder are non-refundable and any fees owed to OnboardX before such termination shall be immediately due and payable, including any liabilities that may have been incurred prior to termination such as OnboardX’s costs for collection (including attorneys’ fees) of any such charges or other liabilities. Upon termination, any and all rights granted to Subscriber by this Agreement will immediately be terminated, and Subscriber shall promptly discontinue all use of the Services. If you wish to terminate your Account, you may do so by following the instructions on the Website or through the Services. All provisions of these Terms of Service 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.
(12) Relationship of Parties
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms, and these Terms are solely between you and OnboardX and are not intended to be for the benefit of any third party. If there is a dispute between participants on this Site, or between users and any third party, you understand and agree that OnboardX is under no obligation to become involved. In the event that you have a dispute with one or more users or third parties, you hereby release OnboardX, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or services.
(13) Choice of Law, Venue, Consent to Email Service and Waiver of Hague Convention Service Formalities
This Agreement shall be governed by and construed in accordance with Romanian law and the Parties submit to the exclusive jurisdiction of the High Court in Bucharest in respect of any dispute, controversy or claim arising out of or in connection with this Agreement. You consent to service of process via email at the email address(es) provided by Subscriber, and waives any requirement under the Hague Convention or other judicial treaty requiring that legal process be translated into any language other than Romanian.
(14) Dispute Resolution
Mindful of the high cost of litigation, you and OnboardX agree to the following dispute resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related to: (i) the Website; (ii) this Agreement; (iii) the Services; (iv) the breach, enforcement, interpretation, or validity of this Agreement; or (v) any other dispute between you and OnboardX ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Both you and OnboardX agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any arbitration or filing any claim against the other party.
(15) Mandatory Arbitration Agreement and Class Action Waiver
Both you and OnboardX agree that any dispute or claim, including without limitation, statutory, contract or tort claims, relating to or arising out of this Agreement or the alleged breach of this Agreement, shall, upon timely written request of either party, be submitted to binding arbitration. The party asserting the claim may elect to have the arbitration be in-person, telephonic or decided based only on written submissions. The arbitration shall be conducted in a location chosen by OnboardX. The arbitration shall proceed in accordance with standard commercial arbitration rules in effect at the time the claim or dispute arose. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You and OnboardX waive any right to a trial by jury, so that disputes will be resolved through arbitration. No claim subject to this provision may be brought as a class or collective action, nor may you assert such a claim as a member of a class or collective action that is brought by another claimant. Furthermore, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
The failure of OnboardX to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under this Agreement. 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. Any waiver of any provision of these Terms will be effective only if in writing and signed by OnboardX.
Customer may not assign this Agreement without the prior written consent of OnboardX (which consent will not be unreasonably withheld), provided that the assignee agrees to be bound by the terms and conditions contained in this Agreement. OnboardX may assign its rights and obligations under this Agreement in whole or in part without consent of Customer. Any permitted assignee shall be bound by the terms and conditions of this Agreement.
If any provision of this Agreement is prohibited by law or held to be unenforceable, that provision will be severed and the remaining provisions hereof shall not be affected such that this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. This Agreement may be signed electronically. These Terms of Service are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation. Unless otherwise specified in these Terms of Service, all notices under these Terms of Service 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.