TERMS OF US - OnsiteIQ

OnsiteIQ Terms of Use

Last Updated: _10/14/2019_

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND ONSITEIQ INC. (“ONSITEIQ,” “WE” OR “US”).

SECTION 14 OF THIS AGREEMENT IS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 14 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.

By access or using any OnsiteIQ website with an authorized link to this Agreement (the “Website”) or downloading, installing or using any OnsiteIQ mobile application (the “Application”), accessing or using any content, information, services, features or resources available or enabled via the Application (collectively, the “Services”), clicking on a button or taking any other action to signify your acceptance of this Agreement, or completing our account registration process, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time through the Website and Application; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with OnsiteIQ; and (3) represent that you have the authority to enter into this Agreement personally and on behalf of any company, organization or other legal entity on whose behalf you use the Services and to bind that entity to this Agreement. References to “you” or “Client” in this Agreement refer to all individuals and other persons who access or use the Services, including, without limitation, any companies, organizations or other legal entities that register accounts or otherwise access or use the Services through their respective employees, agents or representatives (“Users”). Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.

Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services and any agreements that you have separately executed with OnsiteIQ (“Supplemental Terms”) which are incorporated by reference into this Agreement. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement. For example, we require our Clients to execute a separate Agreement Between OnsiteIQ and Client for Use of OnsiteIQ’s Professional Services and Technology Platform (“Technology Services Agreement”), and in the event of a conflict between the Technology Services Agreement and this Agreement, the terms of that Technology Services Agreement will control and supersede this Agreement solely to the extent of such conflict.

Subject to Section 14.9, OnsiteIQ reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.

1. NO PROFESSIONAL ADVICE. YOU ACKNOWLEDGE AND AGREE THAT NEITHER ONSITEIQ NOR THE SERVICES PROVIDE ANY CONSTRUCTION EVALUATION SERVICES OR OTHER RELATED PROFESSIONAL ADVICE. ANY CONTENT ACCESSED THROUGH THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND ONSITEIQ SHALL NOT HAVE ANY LIABILITY RELATED TO CONSTRUCTION EVALUATION SERVICES OR OTHER RELATED PROFESSIONAL SERVICES. THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR CONSTRUCTION EVALUATION SERVICES OR OTHER RELATED PROFESSIONAL ADVICE. DO NOT IGNORE OR DELAY OBTAINING ADVICE FROM A CONSTRUCTION EVALUATION PROFESSIONAL BECAUSE OF INFORMATION ACCESSED THROUGH THE SERVICES.
2. REGISTRATION. When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by any unauthorized users and agree not to share your Account or password with anyone. You further agree to notify OnsiteIQ immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account at any given time. OnsiteIQ reserves the right to remove or reclaim any Accounts at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of OnsiteIQ. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU, INCLUDING, WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.
3. CLIENT CONTENT.

Responsible Party for Content. You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that each User, and not OnsiteIQ, is entirely responsible for all information, data, and other content that that User posts, transmits or otherwise makes available through the Services (“Client Content”). OnsiteIQ has no obligation to pre-screen any content. You use all Client Content at your own risk. Without limiting the foregoing, OnsiteIQ reserves the right in its sole discretion to pre-screen, refuse, or remove any content. OnsiteIQ shall have the right to remove any content that violates this Agreement or is otherwise objectionable.

Ownership of Your Content. OnsiteIQ does not claim ownership of any Client Content you make available on the Services (“Your Content”). However, when you as a User post or publish Your Content on or in the Services, you represent that you have all of the necessary rights to grant OnsiteIQ the license set forth in Section 3.3. 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 the Services.

License to Your Content. Subject to any applicable Account settings, you grant OnsiteIQ a right to copy, use, display Your Content (in whole or in part) and create derivative works from Your Content for purposes of operating and providing the Services. You hereby grant OnsiteIQ a nonexclusive, irrevocable, perpetual, worldwide, sublicensable license to use and create derivative works of Your Content for its own business purposes, including without limitation, to improve the Services, analyze Users’ use of the Services, and develop new services.

1. FEEDBACK. You agree that your submission of any ideas, suggestions, documents, and/or proposals to OnsiteIQ (“Feedback”) is at your own risk and that OnsiteIQ 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 OnsiteIQ 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.
2. OWNERSHIP OF AND LICENSE TO USE SERVICES.
  1. Use of the Services. OnsiteIQ and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, OnsiteIQ grants you a limited license to use the Services solely for the purposes of providing construction services. Any future release, update or other addition to the Services shall be subject to this Agreement. OnsiteIQ, its suppliers, and its service providers reserve all rights not granted in this Agreement.
  2. Trademarks. All graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of OnsiteIQ Inc. 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 the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
3. RESTRICTIONS ON USE OF THE SERVICES. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using OnsiteIQ’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) 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 Services; (f) you shall not access Services in order to build similar or competitive products or services; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) you shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services; (j) you will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and (k) you will not interfere with or attempt to interrupt the proper operation of the Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. Any future release, update or other addition to Services shall be subject to this Agreement. OnsiteIQ reserves all rights not granted in this Agreement. Any unauthorized use of Services terminates the licenses granted by OnsiteIQ pursuant to this Agreement. The foregoing sentence is not exclusive of any other rights or remedies that may be available to OnsiteIQ under law, equity, statute, or otherwise.

THIRD-PARTY SERVICES.

1. 1. Third-Party Websites, Applications and Ads. The Services may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links”). When you click on such a link, we will not warn you that you have left the Services. OnsiteIQ does not control and is not responsible for Third-Party Links. OnsiteIQ provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.
  2. App License. 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 (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. With respect to any Application access through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
  3. 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, Google Play, and/or Bitrise (each, an “App Store”). You acknowledge that the Agreement is between you and OnsiteIQ and not with the App Store. OnsiteIQ, not the App Store, is solely responsible for the Services, 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). In order 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 the Services, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Service, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
  4. Additional Terms for Apple Apps. 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. In addition, the following terms apply to any App Store Sourced Application:
    1. You acknowledge and agree that (i) this Agreement is concluded between you and OnsiteIQ only, and not Apple, and (ii) OnsiteIQ, 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.
    2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
    3. 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 OnsiteIQ 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 OnsiteIQ.
    4. You and OnsiteIQ acknowledge that, as between OnsiteIQ 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, privacy, or similar legislation.
    5. You and OnsiteIQ 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 OnsiteIQ and Apple, OnsiteIQ, 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 this Agreement.
    6. You and OnsiteIQ acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
    7. Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
2. PAYMENT.
  1. Fees. You agree to pay all fees for the Services (the “OnsiteIQ User Fee Proceeds”) in accordance with OnsiteIQ fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide OnsiteIQ with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”), or purchase order information as a condition to use the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing OnsiteIQ with your credit card number or PayPal account and associated payment information, you agree that OnsiteIQ is authorized to immediately invoice you for all fees and charges due and payable to OnsiteIQ hereunder and that no additional notice or consent is required. You agree to immediately notify OnsiteIQ of any change in your billing address or the credit card or PayPal account used for payment hereunder. OnsiteIQ reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you. Please refer to the Technology Services Agreement for information on any project fees as negotiated by OnsiteIQ and Clients (each, a “Client Fee”).
  2. Refunds. Except as set forth in the OnsiteIQ refund and cancellation policy, all fees are non-refundable.
  3. Third-Party Provider. OnsiteIQ may use certain third-party providers for payment services (e.g., card acceptance, merchant settlement and related services). By using the Services, you agree to be bound by such third-party providers’ terms of service and privacy policies. You hereby consent and authorize OnsiteIQ and such third party providers to share any information and payment instructions you provide to the extent required to complete your transactions in accordance with the Agreement, including personal, financial, credit card payment and transaction information.
3. INDEMNIFICATION. You agree to indemnify and hold OnsiteIQ, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “OnsiteIQ Party” and collectively, the “OnsiteIQ Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your use of, or inability to use, the Services; (b) your violation of the Agreement; (c) your violation of any rights of another party, including any Users; or (d) your violation of any applicable laws, rules or regulations. OnsiteIQ 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 OnsiteIQ in asserting any available defenses. This provision does not require you to indemnify any of the OnsiteIQ Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.

DISCLAIMER OF WARRANTIES AND CONDITIONS.

1. 1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. ONSITEIQ 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 AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.
    1. ONSITEIQ PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE, COMPLETE, OR CURRENT; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; (5) YOUR USE OF THE SERVICES WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO ADDITIONAL SECURITY RISK; OR (6) THE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES.
    2. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
    3. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. ONSITEIQ MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
  2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT ONSITEIQ PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ONSITEIQ PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

LIMITATION OF LIABILITY.

1. 1. Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ONSITEIQ PARTIES BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT ONSITEIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL ONSITEIQ PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO ONSITEIQ BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. 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 LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
  3. Client Content. The OnsiteIQ Parties assume no responsibility for the timeliness, deletion, mis-delivery, loss or failure to store any content or data provided to them.
  4. Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between OnsiteIQ and you.

TERMINATION. At its sole discretion, OnsiteIQ may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, OnsiteIQ reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to OnsiteIQ will remain due.

INTERNATIONAL USERS. The Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that OnsiteIQ intends to announce or promote the availability of such services or content in your country. The Services are controlled and offered by OnsiteIQ from its facilities in the United States of America. OnsiteIQ makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with OnsiteIQ and limits the manner in which you can seek relief from us.
1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, Services, Application, to any products or services sold or distributed through the Website, Services, or Application, or to any aspect of your relationship with OnsiteIQ, 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,; and (2) you or OnsiteIQ 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 this Agreement or any prior version of this Agreement.
2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. 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 or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, OnsiteIQ will pay them for you. In addition, OnsiteIQ 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.

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. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related 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 OnsiteIQ. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall 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 the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the 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 award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND ONSITEIQ HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and OnsiteIQ are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the Commonwealth of Pennsylvania. All other claims shall be arbitrated.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [info@onsiteiq.io], within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement 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 the future, with us.
Severability. Except as provided in subsection 14.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with OnsiteIQ.
Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if OnsiteIQ makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing OnsiteIQ at the following address: OnsiteIQ Inc., 335 Madison Avenue, FL 4, New York, New York 10017.
Conflicts. Any conflicts between this Section 14 and any similar terms or conditions in the Technology Services Agreement shall be resolved in favor of the terms and conditions in the Technology Services Agreement.

GENERAL PROVISIONS.

1. Electronic Communications. The communications between you and OnsiteIQ use electronic means, whether you visit Services or send OnsiteIQ e-mails, or whether OnsiteIQ posts notices on Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from OnsiteIQ in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Terms that OnsiteIQ provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.
2. Assignment. The Agreement, and your rights and obligations hereunder, including your rights to access and use the Website, Services, or Application, may not be assigned, subcontracted, delegated or otherwise transferred by you without OnsiteIQ’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
3. Force Majeure. OnsiteIQ 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.
4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at [info@onsiteiq.io]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
5. Limitation Period. YOU AND ONSITEIQ AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
6. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and OnsiteIQ agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York.
7. Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, 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 THE AGREEMENT.
8. Notice. Where OnsiteIQ requires that you provide an e-mail address, you are responsible for providing OnsiteIQ with your most current e-mail address. In the event that the last e-mail address you provided to OnsiteIQ is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, OnsiteIQ’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to OnsiteIQ at the following address: OnsiteIQ Inc., 335 Madison Avenue, FL 4, New York, New York 10017. Such notice shall be deemed given when received by OnsiteIQ 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 Agreement 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 portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
11. Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services 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 the Services, you represent and warrant that (y) 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 (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services 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 OnsiteIQ 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 OnsiteIQ products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
12. Entire Agreement. The Agreement is 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.