Terms of Use Agreement
Effective Date: August 16, 2016
Last Updated Date: August 16, 2016
Welcome to Onward! Please continue reading to learn about the rules and restrictions that govern your use of our website, mobile application, software, and services.

IMPORTANT— THE WEBSITE, APPLICATION, SOFTWARE, SERVICES, AND THE CONTENT, DATA, AND INFORMATION AVAILABLE IN THE FOREGOING (“ONWARD PROPERTIES”) ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. IN THE EVENT OF AN EMERGENCY, PLEASE CALL 911.

ONWARD DOES NOT GUARANTEE ANY RESULTS. THE ONWARD PROPERTIES DO NOT CONSTITUTE MEDICAL ADVICE AND SHOULD NOT BE USED AS A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROVIDER. THE ONWARD PROPERTIES SHOULD NOT BE USED AS A THERAPEUTIC PRODUCT OR FOR DIAGNOSIS OR TREATMENT PURPOSES.

IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE YOUR PARENT OR GUARDIAN READ THE AGREEMENT BELOW AND AGREE TO IT FOR YOU. IF YOU DON’T GET YOUR PARENT OR GUARDIAN TO READ AND AGREE TO THIS, YOU DON’T HAVE PERMISSION TO USE ONWARD'S WEBSITE, MOBILE APPLICATION, SOFTWARE, OR SERVICES. ALWAYS GET AN ADULT’S PERMISSION BEFORE GOING ONLINE.

YOU MUST BE 13 OR OLDER TO USE ONWARD’S WEBSITE, MOBILE APPLICATION, SOFTWARE, OR SERVICES.

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS”) CAREFULLY. BY BROWSING AN ONWARD, INC. (“ONWARD”) WEBSITE WITH A LINK TO THESE TERMS (“WEBSITE”), DOWNLOADING, INSTALLING, OR USING AN ONWARD MOBILE APPLICATION (“APPLICATION”) IN ANY WAY, USING ONWARD SOFTWARE (“SOFTWARE”), USING ANY OF THE SERVICES MADE AVAILABLE THROUGH THE APPLICATION AND SOFTWARE (“SERVICES”) AND/OR CLICKING AN “I ACCEPT” OR SIMILAR BUTTON, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ONWARD, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS ON BEHALF OF YOURSELF OR THE COMPANY YOU WORK FOR, AND TO BIND THAT COMPANY TO THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION, SOFTWARE, OR SERVICES.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE MOST DISPUTES.

THESE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

SUBJECT TO SECTION 15.1(h), PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY ONWARD IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Onward will make a new copy of the Terms available on the Website. We will also update the “Last Updated” date at the top of the Terms. If we make any material changes, and you have provided us with your e-mail address, we will also send an e-mail to you at the last e-mail address you provided to us. Any changes to the Terms will be effective immediately for new users and will be effective for existing users upon the earlier of thirty (30) days after posting of notice of such changes or thirty (30) days after dispatch of an e-mail notice of such changes. Onward may require you to provide consent to the updated Terms in a specified manner before further use of the Onward Properties is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Onward Properties. Otherwise, your continued use of the Onward Properties constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

  1. Use of Onward Properties.

    The Onward Properties are protected by copyright laws throughout the world. Subject to the Terms, Onward grants you a limited license to reproduce portions of Onward Properties for the sole purpose of using the Onward Properties for your personal noncommercial purposes. Unless otherwise specified by Onward in a separate license, your right to use any Onward Properties is subject to the Terms.

    1. Application License. Subject to your compliance with the Terms, Onward grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on that you own or control and to run such copy of the Application solely for your own personal noncommercial purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an“App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
    2. Software. Subject to your compliance with the Terms, Onward grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, license to download, install, and use a copy of the Software on that you own or control and to run such copy of the Software solely for your own personal noncommercial purposes. At no time will Onward provide you with a tangible copy of our Software. Any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis.
    3. Open Source Application and Software may be offered under open source licenses. There may be provisions in the open source license that expressly override some of these Terms.

    4. Updates. You understand that Onward Properties are evolving. As a result, Onward may require you to accept updates to the Onward Properties that you have installed on your computer and/or mobile device. You acknowledge and agree that Onward may automatically update Onward Properties with or without notifying you. You may need to update third-party software from time to time in order to use Onward Properties.
    5. Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Onward Properties or any portion of Onward Properties; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Onward Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Onward Properties; (d) you shall not access Onward Properties in order to build a similar or competitive product or service; and (e) except as expressly stated herein, no part of Onward Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update or other addition to Onward Properties shall be subject to the Terms. Onward, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Onward Properties terminates the licenses granted by Onward pursuant to the Terms.
    6. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Onward Properties, including but not limited to, a mobile device that is suitable to connect with and use Onward Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees that you incur when accessing Onward Properties.
  2. Registration

    1. Registering Your Account. To access certain features of Onward Properties you will be required to become a Registered User. For purposes of the Terms, a “Registered User”is a user who creates an account with Onward (“Account”).
    2. Registration Data. In registering for an Account, you agree to (1) provide true, accurate, current and complete information about yourself (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using Onward Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify Onward immediately of any unauthorized use of your password or any other breach of security and exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Onward has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Onward has the right to suspend or terminate your Account and refuse any and all current or future use of Onward Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use Onward Properties if you have been previously removed by Onward, or if you have been previously banned from any Onward Properties.
    3. Your Account.Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Onward.
  3. Responsibility for Content

    1. Types of Content: You acknowledge that all photos, videos, information, or other content (“Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Onward, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through Onward Properties (“Your Content”).
    2. No Obligation to Pre-Screen Content: You acknowledge that Onward has no obligation to pre-screen any Content submitted by a user (“User Content”), although Onward reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. In the event that Onward pre-screens, refuses or removes any Content, you acknowledge that Onward will do so for Onward’s benefit, not yours. Without limiting the foregoing, Onward shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
  4. Ownership

    1. Onward Properties: You agree that Onward and its licensors and suppliers own all rights, title and interest in Onward Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Onward Properties.
    2. Trademarks:Onward’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with Onward Properties are the trademarks of Onward and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Onward Properties are the property of their respective owners.
    3. Other Content: Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in Onward Properties.
    4. Your Content: Onward does not claim ownership of Your Content. However, when you as a user post or publish Your Content on or in Onward Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
    5. License to Your Content: Subject to any applicable account settings that you select, you grant Onward a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, perform, and display, Your Content (in whole or in part) for the purposes of operatingprovidingOnward Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
    6. Feedback: You agree that submission of any ideas, suggestions, documents, and/or proposals to Onward (“Feedback”) is at your own risk and that Onward has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Onward a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Onward Properties.
  5. User Conduct.

    As a condition of use, you agree not to use Onward Properties for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through Onward Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Onward’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Onward; (vi) interferes with or attempts to interfere with the proper functioning of Onward Properties or uses Onward Properties in any way not expressly permitted by the Terms; or (vii) to attempt or engage in, any potentially harmful acts that are directed against Onward Properties, including but not limited to violating or attempting to violate any security features of Onward Properties, introducing viruses, worms, or similar harmful code into Onward Properties, or interfering or attempting to interfere with use of Onward Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” Onward Properties.
  6. Application

    App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that the Terms are between you and Onward and not with the App Store. Onward, not the App Store, is solely responsible for Onward Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). To use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Onward Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Onward Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.

    Accessing and Download the iOS Application. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

    You acknowledge and agree that (i) the Terms are concluded between you and Onward only, and not Apple, and (ii) Onward, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

    You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

    In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Onward and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Onward.

    You and Onward acknowledge that, as between Onward and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

    You and Onward acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Onward and Apple, Onward, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.

    You and Onward acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

    Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

  7. Privacy.

    By downloading, installing, and/or using the Onward Properties, you acknowledge and agree that Onward will collect, use, and disclose data relating to your use of the Onward Properties in accordance with Onward’s privacy policy available at onward.org. While we respect your privacy, we cannot control how and when you use the Onward Properties or any third parties’ actions with respect to your use of the Onward Properties. In order for the Services to function as intended, you may receive e-mails, push notifications, and other similar notifications from the Services. You are solely responsible for protecting the privacy of such information and preventing its display to others by taking measures such as setting a password on your device and viewing communications only in a private location. YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR, AND THE ONWARD PARTIES SHALL NOT BE LIABLE FOR, ANY DISCLOSURE OF YOUR USE OF THE ONWARD PROPERTIES TO ANY THIRD PARTIES CAUSED BY YOU OR A THIRD PARTY.
  8. Third-Party Websites & Applications.

    Onward Properties may contain links to third-party websites and applications (collectively,“Third-Party Websites & Apps”). When you click on a link to a third-party website or application, we will not warn you that you have left Onward Properties and are subject to the terms and conditions (including privacy policies) of another destination. Such Third-Party Websites & Apps are not under the control of Onward. Onward is not responsible for any Third-Party Websites & Apps. Onward provides these Third-Party Websites & Apps only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Apps, or their products or services. You use all links in Third-Party Websites & Apps at your own risk. When you leave Onward Properties, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any third-party websites and applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
  9. Investigations.

    Onward may, but is not obligated to, monitor or review Your Content at any time. Without limiting the foregoing, Onward shall have the right, in its sole discretion, to remove any content for any reason (or no reason), including if such content violates the Terms or any applicable law. If Onward becomes aware of any possible violations by a user of any provision of the Terms, Onward reserves the right to investigate such violations, and Onward may, at its sole discretion, immediately terminate the user’s license to use the Onward Properties, or change, alter or remove any content, in whole or in part, without prior notice.
  10. Indemnification.

    You agree to indemnify and hold Onward, its parents, subsidiaries, affiliates, officers, directors, employees, agents, partners, licensors, and suppliers (collectively, the “ Onward Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your misuse of Onward Properties; (b) your violation of the Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. Onward reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Onward in asserting any available defenses. You agree that the provisions in this section will survive any termination of the Terms or your access to Onward Properties.
  11. Disclaimer of Warranties.

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF ONWARD PROPERTIES IS AT YOUR SOLE RISK, AND ONWARD PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. ONWARD PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ONWARD PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) ONWARD PROPERTIES WILL MEET YOUR REQUIREMENTS OR GUARANTEE ANY RESULTS; (2) YOUR USE OF ONWARD PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) INFORMATION MADE AVAILABLE THROUGH ONWARD PROPERTIES IS UP-TO-DATE, ACCURATE, OR RELIABLE; OR (4) ANY ERRORS IN ONWARD PROPERTIES WILL BE CORRECTED. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
  12. Limitation of Liability

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ANY ONWARD PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ONWARD PROPERTIES OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT ONWARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH: (1) THE USE OR INABILITY TO USE ONWARD PROPERTIES OR (2) ANY OTHER MATTER RELATED TO ONWARD PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO ONWARD PROPERTIES SHALL IN NO EVENT EXCEED ONE HUNDRED DOLLARS ($100). YOU AND ONWARD AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS OR ONWARD PROPERTIES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ONWARD AND YOU. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.
  13. Term and Termination

    1. Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Onward Properties, unless terminated earlier in accordance with the Terms.
    2. Termination. If you have materially breached any provision of the Terms, if we are required to do so by law (e.g., where the provision of any of Onward Properties is, or becomes, unlawful), or if we choose to discontinue Onward Properties (in part or in whole), we have the right to, immediately and without notice, suspend or terminate any Onward Properties provided to you. If we become aware of any possible violations by you of the Terms, we reserve the right to investigate such violations. In the event that we determine, in our sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated inappropriate conduct, we reserve the right to (i) warn you via e-mail (to any e-mail address you have provided to us) that you have violated the Terms; (ii) notify and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iii) pursue any other action which we deem to be appropriate. If, as a result of the investigation, we believe that illegal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any data, content, or other information on or in Onward Properties in our possession in connection with your use of Onward Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Terms; (iii) respond to your requests for customer service; or (iv) protect the rights, property or personal safety of Onward, its users or the public, and to comply with the requests of all law enforcement or other government officials, as we in our sole discretion believe to be necessary or appropriate. We reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. You agree that all terminations shall be made in our sole discretion and that we shall not be liable to you or any third-party for enforcing this provision.
    3. Effect of Termination. Termination includes removal of access to and barring of further use of the Onward Properties, including deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Onward will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of your use of the Onward Properties, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
    4. No Subsequent Registration. If your registration(s) with or ability to access Onward Properties is discontinued by Onward, you agree that you shall not attempt to re-register with or access Onward Properties through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, Onward reserves the right, in its sole discretion, to immediately take any or all of the actions set forth in these Terms without any notice or warning to you.
  14. International Users.

    The Onward Properties can be accessed from countries around the world and may contain references to Onward Properties that are not available in your country. These references do not imply that Onward intends to introduce such Onward Properties in your country. Onward Properties are controlled and offered by Onward from its facilities in the United States of America. Onward makes no representations that Onward Properties are appropriate or available for use in other locations. Those who access or use Onward Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
  15. Arbitration

    Please read the following section carefully. It requires you to arbitrate disputes with Onward and limits the manner in which you can seek relief from us. This Section 15 of these Terms shall be referred to as the “Arbitration Agreement”.

    1. Scope of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Onward Properties or to any other aspect of your relationship with Onward will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Onward may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior agreement.
    2. Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, [.] The arbitration will be conducted by JAMS under its rules and pursuant to the terms of these Terms. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMSat 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees from JAMS, Onward will pay them for you. In addition, Onward will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Onward will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.
    3. Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Onward. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Onward.
    4. Waiver of Jury Trial. YOU AND ONWARD WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Onward are instead electing to have claims and disputes resolved by arbitration, except as specified in section 15(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is limited.
    5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Onward is entitled to arbitration. Instead, all claims and disputes will then be resolved in a court as set forth in Section 16.1.
    6. Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Onward can force the other to arbitrate. To opt out, you must notify Onward in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: legal@onward.org. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in future, with us.
    7. Survival. This Arbitration Agreement will survive any termination of your relationship with Onward.
    8. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Onward makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Onward.
  16. General Provisions

    1. Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Onward agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state courts located inCounty, California or federal courts located in the District of California.
    2. Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
    3. Electronic Communications. The communications between you and Onward use electronic means, whether you visit Onward Properties or send Onward e-mails, or whether Onward posts notices on Onward Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Onward in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Onward 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.
    4. Release. You hereby release Onward Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Onward Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
    5. Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Onward’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    6. Force Majeure. Onward shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    7. Compliance. If you believe that Onward has not adhered to the Terms, please contact Onward by emailing us at legal@onward.org. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
    8. Notice. Where Onward requires that you provide an e-mail address, you are responsible for providing Onward with your most current e-mail address. In the event that the last e-mail address you provided to Onward is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Onward’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Onward at the following address: Onward Method, Inc., 8605 Santa Monica Blvd, STE 39971, Los Angeles, CA 90069. Such notice shall be deemed given when received by Onward by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    9. Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    10. Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    11. Export Control. You may not use, export, import, or transfer Onward Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Onward Properties, and any other applicable laws. In particular, but without limitation, Onward Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Onward Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Onward Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Onward are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer any products, services or technology provided by Onward, either directly or indirectly, to any country in violation of such laws and regulations.
    12. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
    13. Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

End of Terms