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TERMS OF USE

 

Last Updated: July 11, 2024

 

The following terms and conditions, together with any terms they expressly incorporate herein by reference (collectively, these “Terms of Use”), govern your access to and use of oneviewhq.com and all other sites owned by OneView, LLC, a Utah limited liability company (“OneView,” “we,” “us,” or “our”) which link to these Terms of Use (individually, the “Site”, or, collectively, the “Sites”) and the functionality and content of each of the Sites, regardless of whether you are a guest or a registered user. These Terms of Use are entered into by and between you (“you” or “your”) and OneView. If you use or access the Sites on behalf of a business or other entity, you must have the authority to bind that business/entity. In such cases, the term “you” includes the business/entity and any of its agents that use or access the Sites. By using or accessing the Sites, you represent and warrant that you are of legal age to accept these Terms of Use and form a binding contract with OneView.

 

Through the Sites, OneView provides various service offerings, information, and resources related to sales process intelligence and optimization (each a “Product” and collectively, the “Products”). References to the Sites herein include the Products, which are described on the Sites. Subject to your full and ongoing compliance with these Terms of Use, we hereby grant you the limited and revocable right to access and use those portions of the Sites for which you registered, solely for their intended purposes, and solely for your internal referential business purposes.

 

GENERAL DISCLAIMER

 

PLEASE READ THE TERMS OF USE CAREFULLY. BY ACCESSING ANY PAGES ON THE SITES; CREATING AN ACCOUNT; USING ANY PRODUCTS MADE AVAILABLE THROUGH THE SITES; POSTING, SUBMITTING, TRANSMITTING, OR UPLOADING ANY INFORMATION OR CONTENT THROUGH THE SITES; OR USING ANY PLATFORM, YOU EXPRESSLY AGREE THAT YOU HAVE READ AND THAT YOU UNDERSTAND AND AGREE TO THE TERMS, CONDITIONS, LIMITATIONS, NOTICES, AND COVENANTS SET FORTH IN THESE TERMS OF USE AND ANY APPLICABLE POLICIES AND DISCLAIMERS REFERENCED HEREIN OR ON THE SITES, INCLUDING WITHOUT LIMITATION OUR PRIVACY POLICY AS POSTED ON THE SITE. DO NOT USE THE SITES IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE AND OTHER POLICIES.

 

CHANGES TO THE TERMS OF USE

 

We may change, suspend, modify, or discontinue all or any part of the Sites in our sole discretion with or without notice. We are not liable if all or any part of a Site is, for any reason, unavailable at any time or for any period. We reserve the right to block or deny access to any of the Sites to anyone at any time for any reason. We are not obligated to correct or update any information or content on the Sites. 

 

We may now or in the future offer one or more platforms (each a “Platform” and collectively, the “Platforms”) through our Sites and, to use the Platforms, you must adhere to additional terms and conditions based on such Platforms, including additional terms and conditions that may be specific to each such Platform, as presented to you at the time you commence use of such Platform. Certain offerings on the Sites may be free of charge or offered for a fee. We reserve the right to change, on a going-forward basis, what Products are offered free of charge or for a fee, and the fees charged for any given Product.

 

We reserve the right to update or modify these Terms of Use at any time on a going-forward basis, with or without prior notice, and such changes will become effective as follows. Modifications to these Terms of Use will be effective upon the earlier of (i) your first use of the Sites or Product with actual notice of such change, or (ii) 30 days from posting of such change. Disputes arising under these Terms of Use will be resolved in accordance with the version of the Terms of Use in place at the time the dispute arose. We use reasonable efforts to ensure that these Terms of Use identify the last date of update. In the case of material changes to the Terms of Use, we will make reasonable efforts to notify you of the change, such as by sending an email to any address you may have used to register for an account, through a pop-up window on the Site, or other similar mechanism. We encourage you to review these Terms of Use frequently to stay informed of the latest modifications.

 

FEES AND BILLING

 

Subscription and other non-refundable fees for access to Products and Platforms on the Sites and additional terms for such Products and Platforms can be found posted on the Sites (the “Fees”). If your use of the Products or Platforms exceeds any applicable service capacities set forth on the Sites or otherwise requires the payment of additional fees (per these Terms of Use), you will be billed for such usage and you agree to pay any such additional fees. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the then-current renewal term, upon 30 days prior notice to you by email, mail, or other reasonable form of notification. If you believe you were billed incorrectly, in order to receive an adjustment or credit you must contact us at the contact details provided in the section entitled “Contact Us” no later than 60 days after the closing date on the first billing statement in which the error or problem appeared. 

 

CUSTOMER SUPPORT

 

Subject to these Terms of Use, we will provide you with reasonable technical support services in accordance with our standard practice. We encourage you to provide feedback, suggestions, and bug or error reports related to the Sites; however, we have no obligation to act on or respond to such feedback, suggestions, and reports. 

 

ACCOUNT ACCESS AND SECURITY

 

The Products may enable or require you to register and create an account in order to access certain content and functionality of the Sites, including on any of the Platforms. If you choose to create an account, you must provide an email address and password and may be required to provide additional personal information. To protect your account security, you should choose a username and password that are not associated with your personal information. Any information you provide to us must be correct, current, and complete. You are responsible for maintaining the confidentiality of your account, password, and other information. You consent to OneView’s use of such information consistent with the Privacy Policy. Any account you create is personal to you and you agree not to provide any other person with access to it. You agree to notify us immediately if you become aware of any unauthorized access to or use of your account. You may be required to log out from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or access your information. You are responsible for making all arrangements necessary for you to have access to the Sites and for ensuring that all persons who access the Sites through your internet connection are aware of these Terms of Use and comply with them. We may disable an account at any time in its sole discretion.

 

USER CONTENT

 

The Sites may now or in the future contain Products that use information you have provided to us and that allow you and others to post, submit, publish, display, or otherwise transmit (“post”) various information and materials (“User Content”), which may include answers in response to questions, comments, documents, and other similar content. Other than personally identifiable information (“PII”) that you provide to us in connection with your account or as requested or required by the Sites (which PII is subject to the Privacy Policy) and except as expressly provided in these Terms of Use or the policies applicable to any of the Platforms, User Content is and will be considered non-confidential and non-proprietary. You retain all your ownership rights in and to your User Content, and by posting User Content to the Sites, you hereby grant to OneView an unrestricted, non-exclusive, perpetual, royalty-free, worldwide, transferable, sublicensable, and irrevocable license and right, but not the obligation, to use, edit, alter, copy, reproduce, disclose, display, publish, prepare derivative works from, perform, market, distribute, exhibit, broadcast, or otherwise exploit such User Content and derivatives thereof, in whole or in part, and in any form, media, or technology now known or hereafter developed.

 

We are under no obligation to use, return, review, or respond to User Content. You understand and acknowledge that you are responsible for any User Content you provide. In providing any User Content, you represent and warrant that (a) you own or control all rights in and to such User Content and have the right to grant the license granted above and that (b) all of your User Content does and will comply with these Terms of Use, including the standards of content (“Content Standards”) included below. You have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness, as further explained in the Content Standards.

 

Conduct Standards

 

You agree that you will not post any User Content that (a) infringes or violates any other party’s intellectual property rights; (b) fails to comply with applicable laws and regulations, or (c) contains any expressions of hate, abuse, offensive images or conduct, or any similar content. Without limiting the foregoing, User Content must not:

 

  • contain any defamatory, libelous, slanderous, obscene, indecent, abusive, offensive, harassing, violent, hateful, violent, inflammatory, sexually explicit, pornographic, or otherwise objectionable (as determined by OneView in its sole discretion) material;

  • violate any person’s or party’s legal rights (including intellectual property rights, moral rights, and rights of publicity and privacy);

  • impersonate any person or entity or misrepresent the identity or affiliation of the user or any other party;

  • appear as if they are sent by or endorsed by OneView, or any other person, if this is not the case;

  • be likely to or designed to deceive any person;

  • contain any material that is unlawful or could result in civil or criminal liability;

  • incite, advocate, promote, contribute to, enable, or assist any illegal or unlawful activity;

  • involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising, other than as conducted by OneView in its operation of the Sites; or

  • conflict with these Terms of Use or any other applicable law or policy.

 

Monitoring and Enforcement

 

OneView is not responsible or liable to any third-party and assumes no liability for any action or inaction regarding the posting of User Content by any user or third-party. At its discretion OneView may, but is not obligated to, take steps to monitor User Content. However, OneView does not review material before it is posted and makes no guarantees regarding promptness of removal of objectionable material after it has been posted. OneView not deemed to endorse, verify, or agree with any User Content.

 

We reserve the right, in our sole discretion, to:

 

  • remove or refuse to post any User Content for any or no reason at all;

  • take any action with respect to any User Content that we deem necessary or appropriate if we believe User Content violates the Terms of Use or Content Standards, infringes any intellectual property rights, threatens a person’s safety, or could create liability for us;

  • disclose your identity or other information about you to any third-party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;

  • take any action we deem appropriate or advisable, including referral to law enforcement, for illegal or unauthorized User Content or use of the Sites, to prevent harm, or to protect against liability;

  • fully cooperate with any law enforcement authorities or court orders requesting or directing us to disclose the identity or other information of anyone posting any User Content; and

  • terminate or suspend your access to all or part of the Sites for any or no reason, including with out limitation, any violation of these Terms of Use.

 

YOU WAIVE AND HOLD HARMLESS ONEVIEW AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY ONEVIEW OR LAW ENFORCEMENT AUTHORITIES. ONEVIEW HAS NO LIABILITY OR RESPONSIBILITY TO ANYONE FOR THE PERFORMANCE OR NONPERFORMANCE OF THE ACTIVITIES DESCRIBED IN THIS SECTION.

 

PROHIBITED USES

 

You may use the Sites only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Sites:

 

  • in any way that violates any applicable law or regulation (including any laws regarding the export of data or software to and from the United States or other countries);

  • for the purpose of exploiting, harming, or attempting to exploit or harm minors or any other person in any way by exposing them to inappropriate content, asking for PII, or otherwise;

  • to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards;

  • except as expressly permitted on the Sites, to transmit, or procure the transmission of, any advertising or promotional material, including any “junk mail,” “chain letters,” “spam,” or other forms of similar solicitation;

  • to impersonate or attempt to impersonate OneView, an employee of OneView, another user, or any other person or entity;

  • to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Sites, or which, as determined by OneView it is sole discretion, may harm OneView or users of the Sites, expose them to liability, or threaten the security of their PII; or

  • provide services, information, materials, resources, or advice to any third person, directly or indirectly, on a service bureau basis or otherwise.

 

Additionally, you agree not to:

 

use the Sites in any manner that could disable, overburden, damage, or impair the Sites;

 

  • use any manual process or robot, spider, or other automatic device, process or means to access, monitor, or copy all or any part of the Sites for any purpose;

  • use any device, software, or routine that interferes with the proper working of the Sites, including by the introduction of or attempted introduction of logic bombs, trojan horses, viruses, worms, or other malicious or harmful material or code to the Sites or any server, computer, software, or database connected to the sites;

  • attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Sites, the server on which the Sites are stored, or any server, computer, or database connected to the Sites;

  • attack the Sites via any denial-of-service attack; or

  • otherwise attempt to interfere with the proper working of the Sites.

 

INTELLECTUAL PROPERTY RIGHTS

 

OneView and its licensors or other providers own the Sites, including all of their content, features, and functionality–including any information, software code, text, displays, images, video, and audio, and the design, selection, and arrangement of such material, and any documents, resources, recommendations, guidance, forms, policies, or other materials provided or generated through the Sites (“Site Content”). The Sites and all such Site Content are protected by US and international copyright, trademark, and other laws and treaties, and may not be used except as permitted in the Terms of Use. No right, title, or interest in or to the Sites or any Site Content is transferred to you, and all rights not expressly granted are reserved by OneView. Any use of the Sites or Site Content not expressly permitted by the Terms of Use is a breach of them and may violate copyright, trademark, and other laws.

 

You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials. You may not modify, reproduce, publicly display, perform, or distribute; or otherwise use any such information or materials for any public or commercial purpose. You may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license, or otherwise exploit the Sites or any materials on the Sites, except as expressly permitted by these Terms of Use or other applicable policies. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Sites in breach of the Terms of Use, your right to use the Sites will cease immediately and you must destroy any copies of the materials you have made.

 

Copyrights

 

We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Sites infringe your copyright, you may request removal of those materials (or access thereto) from the Sites by submitting a written notification (a “DMCA Notice”) to our us in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”). If you fail to comply with all of the requirements of Section 512©(3) of the DMCA, your DMCA Notice may not be effective. If you believe that material you posted on the Sites was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us by submitting a written notification to us pursuant to the DMCA. It is the policy of OneView to terminate the user accounts of infringers.

 

Trademarks

 

As between you and OneView, OneView owns and retains all rights in its trademarks, trade names, and trade dress which may be used on the Sites, including company and Product names, logos, slogans, and designs, which are registered and/or common law trademarks of OneView and are protected by United States and international laws and treaties. No license to use such items is granted to you under these Terms of Use or by your use of the Sites. We will aggressively enforce our intellectual property rights to the fullest extent of the law. All other names, logos, product and service names, designs, and slogans on the Sites are the trademarks of their respective owners and are used in accordance with law and/or license or other agreement.

 

RELIANCE ON POSTED INFORMATION

 

The Sites may include content provided by third parties. Other than the content provided by us, all statements and/or opinions expressed, all articles and responses to questions, and other content are solely the opinions and the responsibility of the party providing those materials. We are not responsible for the content or accuracy of any materials provided by any third parties. We do not warrant the accuracy, completeness, or reliability of any third-party information on the Sites.

 

INFORMATION GATHERED ABOUT YOUR VISITS TO THE SITES

 

We may automatically collect information about you and your use and navigation of the Sites. All such information is subject to the Privacy Policy. By using the Sites, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy and legal requirements.

 

LINKING TO THE SITES AND SOCIAL MEDIA 

 

You may link to the Sites, provided you do so in a way that is legal and does not damage or take advantage of our reputation. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on the part of OneView without our express written consent.

 

The Sites may offer integration with social media websites or apps. The Sites may provide features that enable you to (a) link from your own or certain third-party social media websites to particular content or types of content on the Sites; (b) send e-mails or other communications with certain content, or links to certain content, on the Sites; or (c) cause limited portions of content displayed on the Sites to be displayed or appear to be displayed on your own or certain third-party sites. You may use these features solely as we provide, and only with respect to the content that we make available for this purpose. Such use must also be in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not (A) establish a link from any website or social media account that you do not own or control; (B) cause the Sites or portions of them to be displayed, or appear to be displayed (by, for example, framing or in-line linking) on any other site; or; or (C) take any other action with respect to the material or content on the Sites that is inconsistent with any other provision of these Terms of Use. The website from which you link, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking to cease immediately. We may withdraw linking permission without prior notice and we may disable any or all social media features and any links at any time without notice.

 

LINKS FROM THE SITES

 

Links to non-OneView sites and resources provided on the Sites are provided for your convenience only. They do not signify that OneView endorses any such websites or companies, including any sponsor(s). We have no control over those sites or resources and accept no responsibility for them or for any loss or damage that may arise from use of them. You access third-party websites linked to the Sites entirely at your own risk and subject to the terms and conditions of such sites. Third-party websites have their own terms of use and policies and are not subject to these Terms of Use.

 

THIRD-PARTY INTEGRATIONS

 

Third-party services may be integrated into the functionality of the Sites through tools such as Application Programming Interfaces (“APIs”). You agree and acknowledges that we have no control over the operations, reliability, accuracy, or availability of such integrated third-party services or their APIs. We make no representations or warranties of any kind, express or implied, with respect to the performance, functionality, or accuracy of integrated third-party services and their APIs. You agree to indemnify, defend, and hold OneView and its affiliates harmless from any claims, losses, liabilities, damages, costs, and expenses arising from or related to the use of integrated third-party services. We reserve the right to modify, suspend, or discontinue the integration of any third-party services at any time and for any reason, without notice. One category of third-party services we may integrate into the Sites are artificial intelligence (“AI”) services. You agrees and acknowledge that due to the relative newness of AI services, such services are more prone to cause bugs, errors, and delays in the Sites.

 

GEOGRAPHIC RESTRICTIONS

 

We provide the Sites for use only by parties located in the United States. We make no claims that the Sites or any of their content is accessible or appropriate outside of the United States. Access to the Sites by certain persons or in certain countries may not be legal. If you access the Sites from outside the United States, you do so on your own initiative, at your own risk, and are responsible for compliance with local laws.

 

DISCLAIMER OF WARRANTIES

 

THE SITES AND ANY CONTENT AND SERVICES ON THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, OTHER THAN ANY EXPRESS WARRANTIES PROVIDED IN THESE TERMS OF USE OR OTHER APPLICABLE POLICIES. NEITHER ONEVIEW NOR ANY PERSON OR ENTITY AFFILIATED OR ASSOCIATED WITH IT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SITES OR SITE CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER ONEVIEW NOR ANYONE ASSOCIATED WITH IT REPRESENTS OR WARRANTS THAT THE SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE DETECTED OR CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR EXPECTATIONS OR NEEDS.

 

EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING APPLY TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AND DOES NOT EXCLUDE OR LIMIT ANY WARRANTIES TO THE EXTENT THAT THEY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, IN WHICH CASE THE FOREGOING LIMITATIONS WILL APPLY SOLELY TO THE EXTENT LEGALLY PERMISSIBLE.

 

LIMITATION ON LIABILITY AND TIME TO FILE CLAIMS

 

IN NO EVENT WILL ONEVIEW, ITS SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS, DIRECTORS, AFFILIATES, OR THEIR LICENSORS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SITES, ANY WEBSITES LINKED TO THE SITES, ANY SITE CONTENT OR OTHER CONTENT ON THE SITES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR SUCH OTHER WEBSITES. THIS LIMITATION INCLUDES ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

 

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITES WHICH IS NOT COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED; OR FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR SERVICES UNDER THIS AGREEMENT IN THE ONE (1) YEAR PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

YOU UNDERSTAND AND ACKNOWLEDGE THAT ONEVIEW WOULD NOT BE ABLE TO PROVIDE THE SITES AND PRODUCTS ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THE FOREGOING EXCLUSIONS, LIMITATIONS, AND DISCLAIMERS OF WARRANTIES LIABILITY, AND THAT ACCORDINGLY, SUCH EXCLUSIONS, LIMITATIONS, AND DISCLAIMERS REFLECT A REASONABLE ALLOCATION OF RISK UNDER THE CIRCUMSTANCES, AND WILL APPLY TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

 

INDEMNIFICATION

 

You agree to defend, indemnify, and hold harmless OneView, its affiliates, licensors, and service providers, and its and their respective officers, directors, managers, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your User Content and your use of the Sites, including any violation of these Terms of Use or applicable law in connection therewith.

 

GOVERNING LAW AND JURISDICTION

 

You agree that all matters relating to the Sites and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction). You agree that the federal and state courts located in the State of Utah have exclusive jurisdiction over any legal proceedings relating to, arising out of, or connected in any way to your use of the Sites. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

WAIVER AND SEVERABILITY

 

No waiver by OneView of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of OneView to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

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