Throughout this Agreement:
ONBOARD DESCRIPTION OF SERVICE
Onboard is a customer onboarding and implementation software. The software enables companies to easily automate, collaborate and manage their client onboarding.
MODIFICATION OF SERVICE AND SOFTWARE
We reserve the right to alter, update, or remove our Service and Software at any time. We may conduct such modifications to our Service or Software for security reasons, intellectual property or other legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Service or Software for security, legal or other purposes.
OUR LICENSE GRANT TO YOU
We make our Service available to you through our Site including our referral management Software. When you use our Service, we grant you a, personal, non-exclusive, revocable, limited license to use our Service, access our Site and download or use any Software. You acknowledge that we maintain all right, title, and interest in our Software. This means you may not resell our Service anywhere else, share your license to use our Service with anyone else, reverse engineer, scrape, decompile, modify or otherwise attempt to copy our Service.
USE OF ONBOARD
When using our Service, you are responsible for your use of Onboard, and for any use of Onboard made using your account. You agree not to access, copy, or otherwise use Onboard, including our intellectual property and trademarks, except as authorized by these Terms of Service or as otherwise authorized in writing by Onboard.
You will not copy, distribute or disclose any part of the Site or the Service in any medium, including without limitation by any automated or non-automated “scraping”; You will not use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site or the Service in a manner that sends more request messages to Onboard servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Onboard grants the operators of public search engines revocable permission to use spiders to copy materials from the publicly available searchable indices of the materials, not caches or archives of such materials); You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site, Software, or Service; You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; You will not upload invalid data, viruses, worms or other software agents through the Service or Software; You will not collect or harvest any personally identifiable information, including account names, from the Service or Software; You will not access the Site or Service through any technology or means other than those provided or authorized by the Service or Software; You agree not to stalk, harass, bully or harm another individual who uses our Site or Service; You agree not to impersonate any person or entity or misrepresent your affiliation with a person or entity; You agree to use our Software only in a safe manner and in compliance with all laws, you explicitly agree that you will not use Onboard for any criminal communications or for transmitting any child pornography; You agree that you will not hold Onboard responsible for your use of our Site or Software; You agree not to violate any requirements, procedures, policies or regulations of networks connected to Onboard; You agree not to interfere with or disrupt the Site, Software, or Service; You agree not to hack, spam or phish us or other users; You agree to provide truthful and accurate Content; You agree to not violate any law or regulation and you are responsible for such violations; You will not use our Site or Software to post any false, misleading, unlawful, defamatory, obscene, invasive, threatening, harassing, inflammatory, fraudulent Content; You agree not to cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of our Site, including the de-indexing or de-caching of any portion of our Site from a thirty party’s website, such as by requesting its removal from a search engine; You will not upload any Content to our Site or Software that includes any third party intellectual property unless you have permission from the owner to use it in the specific manner that you used it;
If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Service may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Services, but Onboard reserves the right to suspend or terminate any account at any time without notice or explanation.
For any Clients of Onboard, you must be the authorized representative for your company to enter into this Agreement.
SOFTWARE AND SITE AVAILABILITY
We do not guarantee that the Software or Site will always be available, work, or be accessible at any particular time. Only users who are eligible to use our Software may do so. We reserve the right to terminate access for anyone. We cannot guarantee that the Software will work as advertised, or that it will give you the desired results.
COMPLIANCE WITH ALL LAWS AND REGULATIONS
Onboard is not responsible for your violation of any laws while using our Site and Service. Users must comply with all local, state, or federal laws regarding your use of our Site and Service. Our Software and Service are void where prohibited.
INTELLECTUAL PROPERTY RIGHTS
The design of the Onboard Service along with Onboard created text, templates, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Onboard, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Onboard reserves all rights not expressly granted in and to the Service and the Site. You agree to not engage in the use, copying, or distribution anything contained within the Site or Service unless we have given express written permission.
REPRESENTATIONS AND WARRANTIES
OUR SITE OR SERVICE ARE OFFERED “AS-IS”, INCLUDING ANY ERRORS, BUGS OR OTHER TECHNICAL ISSUES. YOU AGREE THAT WHILE USING OUR SOFTWARE OR SERVICE, YOUR RESULTS MAY VARY AND YOU MAY NOT ACHIEVE ANY DESIRED RESULTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED. OUR SITE, SOFTWARE, OR SERVICE MAY NOT BE FIT FOR A PARTICULAR PURPOSE AND MAY NOT WORK OR BE APPLICABLE WHERE YOU RESIDE. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE REASONABLE SKILL AND CARE INVESTED IN OUR SERVICE, SATISFACTORY QUALITY OF OUR SERVICE, MERCHANTABILITY OF OUR SERVICE OR THAT OUR SERVICE IS NON-INFRINGING. FURTHERMORE, WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR SERVICE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, THAT THE SITE OR SERVICE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION, THAT ANY DEFECTS OR ERRORS IN THE SITE OR SERVICE WILL BE CORRECTED, OR THAT THE SITE OR SERVICE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. ONBOARD IS NOT OBLIGATED TO PROVIDE YOU ACCESS TO OUR SITE AND SERVICE. IN THE EVENT OF ANY PROBLEM WITH THE SITE OR SERVICE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITE OR SERVICE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL AMBASSADOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE SOFTWARE, SOFTWARE, WEBSITE OR OUR SERVICES ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE OR SERVICE, (III) ANY INTERRUPTION,MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR SOFTWARE TO YOU, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY, (V) ANY FAILURE OF ANY THIRD PARTY INFORMATION LISTED ON OUR SITE AND SERVICE, INCLUDING ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL OR (VI) ANY ERRORS OR OMISSIONS IN OUR SITE OR SERVICE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF OUR SITE OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION
You agree to defend, indemnify and hold harmless Onboard, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from your use of and access to the Onboard Site and Service; your violation of any term of these Terms of Service; your violation of any third party right, including without limitation any copyright, property, or privacy right; or any claim that any of your Content caused damage to a third party.
This defense and indemnification obligation will survive this Agreement and your use of the Onboard Service. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
Onboard and its Services may only be used by persons 18 years and older. If you are under 18 please stop using our Site and Software and please do not submit any information to us.
CHOICE OF LAW
This Agreement shall be governed by the laws in force in the state of Michigan.
In event that any provisions within this Agreement conflict with the SAAS Agreement, those agreements shall be controlling and have precedence.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Onboard shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
TERMINATION OF SERVICE
We may terminate or suspend your account, or our Service and Software for any reason without notice, though we will strive to provide a timely explanation in most cases. Please be aware that if we terminate service, you may be entitled to a refund if applicable. All provisions of this Agreement which by their nature shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified, make an announcement on our homepage or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Site and our Service.
The communications between you and Onboard use electronic means, whether you visit the Software, Site, or Service or send Onboard e-mails, or whether Onboard posts notices on the Software, Site, or Service or communications with you via e-mail. For contractual purposes, you (1) consent to receive communications from Onboard in an electronic form; (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Onboard provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Onboard Software, Inc. Acceptable Use Policy
This acceptable use policy covers the products, services, and technologies (collectively referred to as the “Products”) provided by Onboard Software, Inc. under any ongoing agreement. It’s designed to protect us, our customers, and the general Internet community from unethical, irresponsible, and illegal activity.
Onboard Software, Inc. customers found engaging in activities prohibited by this acceptable use policy can be liable for service suspension and account termination. In extreme cases, we may be legally obliged to report such customers to the relevant authorities.
This policy was last reviewed on 22 September 2022.
We provide our facilities with the assumption your use will be “business as usual”, as per our offer schedule. If your use is considered to be excessive, then additional fees may be charged, or capacity may be restricted.
We are opposed to all forms of abuse, discrimination, rights infringement, and/or any action that harms or disadvantages any group, individual, or resource. We expect our customers and, where applicable, their users (“end-users”) to likewise engage our Products with similar intent.
We regard our customers as being responsible for their own actions as well as for the actions of anyone using our Products with the customer’s permission. This responsibility also applies to anyone using our Products on an unauthorized basis as a result of the customer’s failure to put in place reasonable security measures.
By accepting Products from us, our customers agree to ensure adherence to this policy on behalf of anyone using the Products as their end users. Complaints regarding the actions of customers or their end-users will be forwarded to the nominated contact for the account in question.
If a customer — or their end-user or anyone using our Products as a result of the customer — violates our acceptable use policy, we reserve the right to terminate any Products associated with the offending account or the account itself or take any remedial or preventative action we deem appropriate, without notice. To the extent permitted by law, no credit will be available for interruptions of service resulting from any violation of our acceptable use policy.
Copyright infringement and access to unauthorized material
Our Products must not be used to transmit, distribute or store any material in violation of any applicable law. This includes but isn’t limited to:
- any material protected by copyright, trademark, trade secret, or other intellectual property right used without proper authorization, and
- any material that is obscene, defamatory, constitutes an illegal threat or violates export control laws.
The customer is solely responsible for all material they input, upload, disseminate, transmit, create or publish through or on our Products, and for obtaining legal permission to use any works included in such material.
SPAM and unauthorized message activity
Our Products must not be used for the purpose of sending unsolicited bulk or commercial messages in violation of the laws and regulations applicable to your jurisdiction (“spam”). This includes but isn’t limited to sending spam, soliciting customers from spam sent from other service providers, and collecting replies to spam sent from other service providers.
Our Products must not be used for the purpose of running unconfirmed mailing lists or telephone number lists (“messaging lists”). This includes but isn’t limited to subscribing email addresses or telephone numbers to any messaging list without the permission of the email address or telephone number owner, and storing any email addresses or telephone numbers subscribed in this way. All messaging lists run on or hosted by our Products must be “confirmed opt-in”. Verification of the address or telephone number owner’s express permission must be available for the lifespan of the messaging list.
We prohibit the use of email lists, telephone number lists or databases purchased from third parties intended for spam or unconfirmed messaging list purposes on our Products.
This spam and unauthorized message activity policy applies to messages sent using our Products, or to messages sent from any network by the customer or any person on the customer’s behalf, that directly or indirectly refer the recipient to a site hosted via our Products.
Unethical, exploitative, and malicious activity
Our Products must not be used for the purpose of advertising, transmitting, or otherwise making available any software, program, product, or service designed to violate this acceptable use policy, or the acceptable use policy of other service providers. This includes but isn’t limited to facilitating the means to send spam and the initiation of network sniffing, pinging, packet spoofing, flooding, mail-bombing, and denial-of-service attacks.
Our Products must not be used to access any account or electronic resource where the group or individual attempting to gain access does not own or is not authorized to access the resource (e.g. “hacking”, “cracking”, “phreaking”, etc.).
Our Products must not be used for the purpose of intentionally or recklessly introducing viruses or malicious code into our Products and systems.
Our Products must not be used for purposely engaging in activities designed to harass another group or individual. Our definition of harassment includes but is not limited to denial-of-service attacks, hate-speech, advocacy of racial or ethnic intolerance, and any activity intended to threaten, abuse, infringe upon the rights of, or discriminate against any group or individual.
Other activities considered unethical, exploitative, and malicious include:
- Obtaining (or attempting to obtain) services from us with the intent to avoid payment;
- Using our facilities to obtain (or attempt to obtain) services from another provider with the intent to avoid payment;
- The unauthorized access, alteration, or destruction (or any attempt thereof) of any information about our customers or end-users, by any means or device;
- Using our facilities to interfere with the use of our facilities and network by other customers or authorized individuals;
- Publishing or transmitting any content of links that incite violence, depict a violent act, depict child pornography, or threaten anyone’s health and safety;
- Any act or omission in violation of consumer protection laws and regulations;
- Any violation of a person’s privacy.
Our Products may not be used by any person or entity, which is involved with or suspected of involvement in activities or causes relating to illegal gambling; terrorism; narcotics trafficking; arms trafficking or the proliferation, development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles; in each case including any affiliation with others whatsoever who support the above such activities or causes.
Unauthorized use of Onboard Software, Inc. property
We prohibit the impersonation of Onboard Software, Inc., the representation of a significant business relationship with Onboard Software, Inc., or ownership of any Onboard Software, Inc. property (including our Products and brand) for the purpose of fraudulently gaining service, custom, patronage, or user trust.
ABOUT THE ACCEPTABLE USE POLICY
This policy outlines a non-exclusive list of activities and intent we deem unacceptable and incompatible with our brand.
We reserve the right to modify this policy at any time by publishing the revised version on our website. The revised version will be effective from the earlier of:
- the date the customer uses our Products after we publish the revised version on our website; or
- 30 days after we publish the revised version on our website.