Terms and Conditions

Welcome to the ONUS Inc. ("ONUS, we, us, or our") website(s) (“Site” as defined below). The Terms of Use (“Policy”) is an agreement between ONUS and the user ("you, your, user, or Affiliate"), and sets forth the legal terms and conditions governing your use of this Site and purchase/or use of our products, goods, or services.

Your use of the Site and all information, data, text, software, information, images, sounds or other materials contained therein confirms your unconditional assent to be bound by this Policy and is subject to your continued compliance with the terms and conditions contained herein. ONUS reserves the right to modify, update, or amend these terms and conditions at its sole discretion.

Furthermore, you agree to indemnify and hold harmless, ONUS from any claims, damages, losses, liabilities, costs, and expenses, including attorneys' fees, resulting from your use or misuse of the Site in violation of this Policy. Client agrees to reimburse and/or compensate ONUS for any and all expenses including damages, that may arise from Clients breach of use. If you do not agree to be bound by the terms and conditions of this Policy, do not access or otherwise use the Site.

Definitions

“Site” means any and all ONUS developed websites, mobile application(s) and any other ONUS developed cloud-based Apps.

Translation

We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with ONUS, and any inconsistencies among the different versions will be resolved in favor of the English version.

Applicable Laws

The Site is controlled and operated by ONUS from its headquarters, thus the laws of the United States, State of Delaware Apply, and any claim relating to, and the use of, the Site are governed by the laws of the State of Delaware, without giving effect to any principles of conflicts of laws. ONUS makes no representation that materials on the Site are Appropriate or available for use outside of the United States.

Severability, Enforcement

If any provision of this is held by a tribunal of competent jurisdiction to be illegal, invalid, or otherwise unenforceable in any jurisdiction, then to the fullest extent permitted by law (i) the same shall not affect the other provisions of our Policies, (ii) such provision shall be deemed modified to the extent necessary in the tribunal’s opinion to render such provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest extent the intent of the parties as set forth herein, and (iii) such finding of invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, the disclaimers of warranties and the limitations of liability described herein are considered by the parties to be integral to this Policy and shall not be modified or severed.

Lawful Purposes Only

This Site may only be used for lawful purposes and may not be used in any way to harm another person. You may not use the Site in violation of ONUS Independent Affiliate Policies and Procedures. You may not falsely advertise, make inAppropriate claims, provide obscenity, or create spam using the Site in any way. ONUS and you agree not to use Spam messaging. Spam includes 1) sending unsolicited e-mail messages or web addresses to online users, 2) posting messages that contain the Site address in newsgroups that are unrelated to our products and services, or 3) creating false advertising. You may not gain any illegal or unauthorized access to information or other computers or networks from the Site. You may not assist or permit any person to engage in any named violations.

Those who choose to access the Site do so on their own initiative and are responsible for compliance with all Applicable laws, including any and all laws regarding the transmission of technical data exported from the U.S. or the territory in which they reside.

Website Content

All Site content is the property of ONUS or is controlled or licensed to ONUS, and is protected under Applicable copyright or trademark laws. You may not, without our prior written permission, use marks, images, copies, illustrations, designs, photographs, video clips, or frame or mirror any material contained on this Site on any other server. The unauthorized use of any such material on any other website or computer environment is expressly prohibited.

License to use the App

Subject to the provisions of these Terms, ONUS hereby grants you a single, limited, terminable, revocable, royalty-free, non-exclusive, non-transferable, non-sublicensable license to access and use the App solely for informational purposes. You shall be responsible, at your sole expense, for procuring, operating, and maintaining the mobile device, hardware, systems software, telecommunications Applications and providers, and other items necessary or Appropriate to enable you to exercise your rights and licenses hereunder. Without limiting any other provisions of these Terms, any software, Applications or other materials, including the App, made available to you is the copyrighted work of ONUS or its affiliates, or its or their licensors. Copying or distributing the App or the Product Materials associated with the App is expressly prohibited.

Eligibility & Registration

You will be asked to register and create an account. By registering an account with ONUS, you represent that you are at least 21 years of age or older. You are fully responsible for your account, including use of the account by any third party, and maintaining the confidentiality of your password. Certain features on this Site (including, but not limited to, user registration) and certain offerings may be subject to heightened age and/or other eligibility requirements.

As part of the registration process, you may be asked to select a username and password, and may be required to provide ONUS with certain information about yourself, including some types of personally identifying information, such as your email and your address. You agree that the information that you provide to us on registration and at all other times will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times. If you provide any information that is untrue or inaccurate, or which we reasonably believe is untrue or inaccurate, ONUS reserves the right to suspend or terminate your use of the Products.

Proprietary Rights

ONUS owns or licenses all data, content, graphics, audio clips, video clips, presentations, forms, artwork, images, photographs, functional components, and any software concepts and documentation and other material on, in, or made available through the Products (“Product Materials”), as well as the selection, coordination, arrangement, organization, and enhancement of the Product Materials. All Product Materials are protected pursuant to copyright, trademark, patent, and other Applicable laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Product Materials. As between any user and us, all names, trademarks, service marks, certification marks, symbols, slogans, or logos (“Trademarks”) Appearing on the Products are proprietary to ONUS or its affiliates, licensors, or suppliers. Use or misuse of these Trademarks is expressly prohibited and may violate federal and state trademark law. Unless expressly written otherwise by us, you do not have any rights of any kind in or to the Product Materials other than the right to use the Product Materials in accordance with these Terms.

Privacy

Your use of our Site is subject to the terms of our Privacy Policy. You acknowledge that you have read and understood the Privacy Policy, and consent to the use of personal information you provide in accordance with the terms of, and purposes set forth in our Privacy Policy.

Promotions

The Site may contain information and advertisements about sweepstakes, contests or other promotions that require you to provide material or information about yourself. These sweepstakes, contests or promotions on the system are governed by separate rules that have certain eligibility requirements, such as age or geographic area restrictions, terms and conditions governing the use of the material you submit, and disclosures about how your personal information may be used. You are solely responsible to determine whether or not you want to and are eligible to participate. By entering any such sweepstakes, contest or other promotion, you agree to abide by the rules and decisions of the sponsor(s) identified therein, which shall be final and binding in all respects.

Push Notifications

The Site may send you “push notifications” if your device supports such communications. By downloading the App you allow push notifications to your compatible device. You may “opt-out” to stop receiving these push notifications via the App, including notifications that contain commercial messages from ONUS and our third party partners.

Links to Third-Party Sites

If links to third-party websites are provided on this Site, they are solely as a convenience to you. You will leave this Site if you use those links. These third- party websites are responsible for, and undertake to maintain, their own site terms of use. ONUS does not review, or control, third-party sites and is not responsible for any sites or their content. ONUS does not endorse or make any representations about any information or materials found there, or any results that may be obtained from using them. If you access any third-party sites linked to this Site, you do so at your own risk.

Terms of Sale

These terms Apply to you and your purchase of any advertising or marketing products through our Site(s). These terms are subject to change without prior written notice at any time in our sole discretion. By placing an order for products through the Site you agree to be bound by and accept the terms and conditions in effect at the time of such order.

Your Account

When you make a purchase through the Site(s), you create or may have already created, an account as part of the process. You are responsible for maintaining the confidentiality of your password and restricting access to your password and account. You further agree to accept responsibility for all purchases and activities that occur under your account. You furthermore agree to hold ONUS harmless of any loss, damages, actions or activities of any sort, legal or otherwise, arising from unauthorized access or use as a result of your failure to maintain your account security.

Acceptance of Order

Your placement of an advertising or marketing product order does not necessarily assure that we will accept your order. We reserve the right to refuse any order in our sole discretion. In addition, before accepting your order, we may require additional information if you have not provided all of the information required by us to complete your order. Once a properly completed order is received, authorization of your form of payment is received and we have accepted your order, we will promptly place your order in line for shipment.

Availability

All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue products without notice, even if you have already placed your order. All prices are subject to change without notice, and you agree that taxes may be adjusted from the amount shown on the payment screens. Several factors may cause this, such as variances between processor programs and changes in tax rates.

Payment Terms

1) By submitting your order, you represent and warrant that you are authorized to use the Designated Payment Method (“DPM”) and authorize ONUS to charge your order, including any and all associated taxes, shipping, and handling (as applicable) to that DPM. If the DPM cannot be verified, is invalid, or is otherwise not acceptable, your order may be suspended or canceled automatically.

You agree to pay ONUS the fees for the Ad Programs for the duration of the Commitment Period and any applicable renewal periods as specified in each Order Form. The fees are fixed for the duration of the Commitment Period, if a Commitment Period is specified in an Order Form, ONUS retains the right to make modifications as it sees fit, by providing one (1) month’s prior written notice to Client.

Product Billing comes in two (2) forms: a) Advance Billing, and b) Arrears Billing. Payments are due in advance or in arrears of the period for which they apply as set forth in the applicable Order Form. Unpaid amounts or errors may be billed by ONUS in subsequent invoices or in subsequent billing cycles.

If Client’s payment method fails or Client’s account is past due, ONUS may collect past due amounts using other collection mechanisms, and Client agrees to pay all expenses associated with such collection, including reasonable attorneys’ fees.

If any ONUS Ad Programs are purchased individually, We may require that all fees be paid in advance or in monthly installments, or any combination of the two (2).

IF CLIENT PROVIDES ONUS WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION (“DESIGNATED PAYMENT METHOD” or “DPM” interchangeably), CLIENT AUTHORIZES ONUS TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE CLIENT ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. CLIENT REPRESENTS THAT HE OR SHE IS AUTHORIZED TO INCUR CHARGES AGAINST THE DESIGNATED PAYMENT METHOD USED TO PURCHASE AD PROGRAMS. THE DPM CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY THE PARTIES IN WRITING.

ONUS WILL UPDATE CLIENT’S DPM INFORMATION IF ONUS IS NOTIFIED BY CLIENT’S BANK OR PAYMENT CARD PROVIDER THAT THE DESIGNATED PAYMENT METHOD INFORMATION HAS CHANGED OR HAS BEEN UPDATED.

AUTOMATIC RENEWAL: The Agreement will automatically renew after the Commitment Period, on a month-to-month basis and all Agreement terms and conditions will remain in effect unless otherwise noted in writing. Billing will continue as defined herein until termination or change instructions are provided by Client or ONUS in accordance with the below subsections.

(a) Program Changes. If you purchased a program with a Commitment Period (a Term-Based Ad Program), you can request a change to your Ad Program at any time via email to AMSupport@ONUS.com during the Ad Program’s Commitment Period (“Program Change”). To process the Program Change request, you must sign and return all Program Change documents provided to you by ONUS in response to your request. Once ONUS has received all necessary Program Change documents, the Program Change will take effect on the first day of the next billing cycle.

If you want to make changes to an Ad Program purchased via the Self Service tool, go to the ONUS for Business Owner Account and select Edit Program. This will end the current program effective the first day of the next billing cycle, and will allow you to purchase a new Ad Program which will commence on the next billing cycle..

Once a new Order Form is executed between the parties (this includes Program Changes), the older Order Form will terminate and be billed at the end of the current billing cycle. The New Order Form’s Service Start Date will commence at the beginning of the next billing cycle. Exceptions to this standard may occur from time-to-time. In any and all such cases, Active Secondary Order Forms will be appropriately denoted and signed by both parties.

(b) Effect of Termination. Any termination by Client of a Term-Based Ad Program during the Commitment Period, whereas said Program was purchased on a ‘pay-as-you go’ basis, whether via written contract, the Self Service tool or any other medium, requires Client provide a 30 day advance written notice of intent to terminate. Termination for ONUS’s material breach of the Agreement excepted, is subject to payment of an Early Termination Fee as set forth in the Order Form, and as explained is Section (c) below. Termination of service will be effective immediately upon receipt of the Notice of Termination.

(c) EARLY TERMINATION FEE (“ETF”): RECOGNIZING THE DISCOUNTED PRICING OFFERED BY ONUS IN EXCHANGE FOR THE COMMITMENT PERIOD, AS WELL AS THE UP-FRONT SALES, SETUP, AND OPPORTUNITY COSTS THAT ONUS BEARS IN CONNECTION WITH AN ORDER FORM, AND OTHER DAMAGES THAT BEAR A REASONABLE RELATIONSHIP TO THE RANGE OF ACTUAL DAMAGES THAT, AS OF THE EFFECTIVE DATE, THE PARTIES ANTICIPATE WOULD FLOW FROM AN EARLY TERMINATION BY CLIENT, CLIENT AGREES TO PAY THE EARLY TERMINATION FEE SET FORTH IN ANY ORDER FORM, IF CLIENT TERMINATES SUCH PURCHASE ORDER AFTER THE EFFECTIVE DATE AND BEFORE THE END OF ITS COMMITMENT PERIOD.

Shipping Terms and Policies

All shipping charges are your responsibility unless specifically waived by ONUS. Shipping charges will be included on your invoice and can be viewed prior to finalizing your order. The shipping charge shown during the checkout process is subject to verification. Shipping charges are subject to change without notice.

Back Orders

If for some reason an item on your order is temporarily out of stock we will back order that item for you and activate the other products immediately. Items on backorder will be charged when the items are actually activated or shipped, along with Applicable taxes and shipping charges.

Exchange Policies

When you advertising and market with us with us we want you to be completely satisfied. Should for some reason we are unable to fulfill your order, we will endeavor to provide an alternative product or service of equal value.

Ancillary Advertising

ONUS and its licensees and partners may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

Advertising and Marketing Programs

An “Ad Impression” occurs when ONUS displays a specific reference to the Client’s business or a method of contacting or interacting with Client’s business via the Site. ONUS uses a monthly flat-rate deliver Ad Impressions displayed on the Site. The pool of advertisers that compete is determined by a number of factors, including but not limited to, total number of ONUS Network members within a defined geographic proximity, business-type relevance. Priority placement is available for an additional flat monthly rate, in which case the Ad Impression is prioritized based on a variety of value-based factors. A “Click” is a single instance for which ONUS records that a user acted on the Ad Impression by clicking on it or in connection with an Ad Impression, such as viewing of a business listing, a promotion, or other presentation element. ONUS determines placement priority using factors such as category, location, relevance for the Ad Impression to the user and other factors. Each factor is dynamic which means that the placement positioning can vary at any time. If there are no competing advertisers the Client's Ad Impression is displayed. If there are multiple advertisers within the same listing presentation, ONUS prioritizes the placement ranking based on the Premium Listing Level purchased. The advertiser with the highest Premium Listing Level is displayed first, then next, then next, etc. ONUS will determine, in its sole discretion, the total number of Ad Impressions that Appear on the Site and how to measure Clicks.

“Priority Placement”: means paying a fee in order to appear in a higher position in applicable search result display(s) as further described on the Order Form.

“Ad Program Upgrades”: means any services not included in the Ad Program package or other upgrades as further described on the Order Form.

Client represents and warrants to ONUS that any information or materials that Client provides in connection with Ad Programs (“Advertising Materials”) will (a) be true and complete, (b) not contain any material that violates ONUS’s Content Guidelines or that is otherwise unlawful, defamatory or obscene, or that infringes or violates any third‐party rights (including any intellectual property rights or privacy or publicity rights) or that may encourage a criminal offense or otherwise give rise to civil liability and (c) comply with all Applicable laws and regulations in its performance of the Terms (including all Applicable privacy / data protection laws and regulations and laws related to Promotions). “Promotions” are defined as any contest, sweepstakes, coupon or other promotion appearing on or promoted through the Site by Client. ONUS reserves the right to reject or remove any Advertising Materials at its sole discretion, and to alter any Advertising Materials to conform to technical specifications of the Site, which may result in additional charges that will Appear on your invoice as applicable.

Client further represents and warrants to ONUS that Client will not authorize or induce any other party, to: (d) generate automated, fraudulent or otherwise invalid Ad Impressions, inquiries, conversions, Clicks or other actions; (e) use any automated means or form of scraping or data extraction to access, query or otherwise collect ONUS content and reviews from the Site, except as expressly permitted by ONUS or (f) use any ONUS trademarks in any manner without ONUS’s prior written consent. All rights not expressly granted to Client hereunder are reserved by ONUS.

Rideshare Services

ONUS facilities users to arrange and schedule transportation, logistics and/or delivery services. In certain instances the Services may also include an option to receive transportation, logistics and/or delivery services for an upfront price, subject to acceptance by the respective Third Party Rideshare Providers. The Services are made available solely for your personal, non-commercial use.

YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN TRANSPORTATION, LOGISTICS AND/OR DELIVERY SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH ONUS AS A PROVIDER OF TRANSPORTATION, LOGISTICS OR DELIVERY SERVICES OR AS A TRANSPORTATION CARRIER.

ONUS will pass ride credits converted to cash to reduce the cost of the ride booked. The credits provided may or may not cover the the actual cost or the ride including tip. You understand that use of the Third Party Rideshare Providers may result in charges to you for the services or goods you receive ("Charges") not covered by the ride credit ONUS transfers to them on your behalf. Charges may include other Applicable fees, tolls, and/or surcharges including a booking fee, municipal tolls, airport surcharges or processing fees for split payments. Please visit www.Lyft.com/cities for further information on your particular location.

Earning Ride Rewards

By using the ONUS App you earn credits that can be applied to any third-party rideshare service supported by the ONUS system, subject to the terms and conditions of the respective third-party rideshare service. You account must be in good standing to earn ride credits.

You receive ride credits for using the App as directed and accessing Purveyor specific coupons presented in the App. Actions include, but are not limited to, Complete Profile/Set Preferences, Set up Notifications, Complete Wallet, Complete Digital Tab, Link Address Book, Set Preferences, Link Social Accounts, Rate ONUS, Search, Accessing Purveyor detail, Favorite Purveyor deals, Making a Plan, Sharing a Plan, engaging with presented third party offers, and more. ONUS reserves the right to define award credits at its sole discretion. From time to time at its sole discretion, we will announce bonus credits on a limited time and action basis. Once bonus credit expire, there is no backdating or recourse. Your earned ride credits are good for one (1) year from award date and will permanently expire thereafter.

You agree that you will not, and will not permit others to: (i) use you ONUS app or account; (ii) interfere with the use of ride credits; (iii) use expert systems, electronic agent, “bot” or other automated means to earn ride credits; (iv) use scripts or disguised redirects to derive financial benefit from us; (v) rent, sell or sublicense any of the ONUS Properties; and (vii) interfere with the operation of the Program, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses.

ONUS Pay Services

You can add an eligible debit or credit card (Card) to the ONUS Pay (Wallet) by following our instructions as they Appear on a ONUS App proprietary platform. Only cards that we determine are eligible can be added to the Wallet. If your card or underlying account is not in good standing, that card will not be eligible to be added to or enrolled in the Wallet. We may determine other eligibility criteria in our sole discretion. When you add a Card to our Wallet, the Wallet may allow you to (a) use the Card to enter into transactions where the Wallet is accepted, including the ability to use the Card to complete transactions at participating merchants’ physical locations, e-commerce locations, and at ATMs; and (b) use other services that are described in the Waller provider’s agreement or that they may offer from time to time. The Wallet may not be accepted at all places where your Card is accepted. We reserve the right to terminate our Wallet and the right to designate a maximum number of Cards that may be added to the Wallet.

Your Card Terms Do Not Change

The terms and agreement that govern your Card do not change when you add your Card to our Wallet. The Applicable CardMember Agreement or account agreement that governs the Card, as amended from time to time, are incorporated by reference as part of these Terms. Please review those agreements, as Applicable, for important information on your rights and responsibilities when making transactions through our Wallet. The Wallet simply provides another way for you to make purchases or other transactions with the Card.

Applicable Fees

Any Applicable interest, fees, and charges that Apply to your Card or underlying account will also Apply when you use our Wallet to access your Card. We do not charge you any additional fees for adding your Card to the Wallet or using your Card in our Wallet. Other third parties such as wireless companies or data service providers may charge you fees. You are solely responsible for reporting and paying any Applicable taxes arising from transactions originated using your Card information transmitted by our Wallet and you shall comply with any and all Applicable tax laws in connection therewith.

Transaction History

You agree and acknowledge that the transaction history displayed in the Wallet solely represents our authorization of your Wallet transaction and may not reflect complete information about the transaction, nor any post-authorization activity, including but not limited to clearing, settlement, foreign currency exchange, reversals, returns or chargebacks. Accordingly, the purchase amount, currency, and other details for the Wallet provider’s transaction history in connection with use of your Card in the Wallet may be preliminary and/or incomplete, and may not match the transaction amount that ultimately clears, settles, and posts to your Card’s billing or monthly statement, which shall be deemed the prevailing document.

O-TAB Service

O-Tab from ONUS is a technology provider and is not a bank, credit union, payment processor or other financial institution. Transactions are processed via the Purveyors’ payment processor and/or point of sale (“POS”) system vendor (each a “Payment Vendor”). By processing a transaction via the App, you authorize an Purveyor’s Payment Vendor to charge your credit card or other payment method. Transactions processed via the App may also be subject to the terms and conditions of the Applicable Payment Vendor.

You acknowledge and agree that the App is a tool that enables you to make purchases and to settle, pay for or close (“close out”) a check, bill, tab, owed payment or other transaction, whether individually or as a “split” transaction with other users (each a “Transaction”), with third-party Purveyors, including but not limited to restaurants or bars (each, an “Purveyors”). You acknowledge that all Transactions are between you and the Purveyors and that ONUS is not a party to such Transactions. We are not responsible for examining or evaluating the quality, or any other aspect of such products or services of any Purveyor and will not have any liability or responsibility to you or any other person therefore. Any Purveyor that allows you to use the App to close out a Transaction retains the right to settle your payment should you fail to properly close out your Transaction either as a result of your failure to use the App to pay for the payment or if the App does not properly pay such payment. Any Purveyor that allows to use the App to close out any Transaction retains the right to request that you authorize such payment by other means including, but not limited to, signing a printed receipt or delivering a final check, bill or tab to you. You acknowledge that, should you dispute any charge that Appears on your credit or debit card statement related to your use of the App to pay for a Transaction in an Purveyor, any chargeback for such charge shall Apply to such Purveyor and that we will not have any liability to you. O-Tab from ONUS is a technology provider and is not a bank, credit union, payment processor or other financial institution. Transactions are processed via the Purveyors’ payment processor and/or point of sale (“POS”) system vendor (each a “Payment Vendor”). By processing a transaction via the App, you authorize an Purveyor’s Payment Vendor to charge your credit card or other payment method. Transactions processed via the App may also be subject to the terms and conditions of the Applicable Payment Vendor.

You are responsible for all charges incurred under your account, whether made by you or another person using your account. Any Merchant which allows you to use the Products to settle or pay for a check, bill, tab or other payment retains the right to settle your payment should you fail to properly settle your outstanding balance either as a result of your failure to use the Products to pay for your balance or as a result of the Products failing to properly pay such owed payment. In addition, should you fail to properly settle your outstanding balance a standard 20% tip or gratuity will be included as part of your payment to the Merchant. If for any reason ONUS does not receive payment for a purchase, we may exercise its rights in law and equity, including (a) immediately suspending or terminating your account; (b) seeking collection of the outstanding amount owed; and/or (c) seeking legal action against you for the breach of these Terms. You are also responsible for paying any governmental taxes imposed in connection with use of the Products or the purchase or any products or services made available through the Products, including sales, use, and excise taxes. All refunds are in ONUS’s sole discretion.

Disputes Between You and an Purveyor

You are solely responsible for your interactions and transactions with Purveyors or other users of our App. You hereby agree to look solely to such Purveyors and other users for any claim, damage or liability associated with any transaction commissioned via our App and expressly waive and release ONUS from any and all claims, damages and liabilities arising out of any act or omission of any Purveyor, other user or third party.

Reservation Services

ONUS makes available restaurant reservation services though its Sites to You for the purpose of assisting you in securing dining reservations or joining a waitlist at participating third-party restaurants. In response to a User’s online request for a Restaurant reservation or to join a waitlist through the our Site(s), ONUS contacts the restaurant’s computerized database of reservations and waitlists, as Applicable. The availability of reservations, estimated wait time or place in line on a waitlist is determined at the time of User’s query and based on information provided to us by the restaurant. Once a reservation or waitlist request is made by you through our Site(s), ONUS will provide confirmation of the reservation or waitlist status to you by email or other electronic messages as has been agreed to by you. By using the Reservation Services or Waitlist Services, you agree to receive reservation and waitlist confirmations, updates, modifications and/or cancellations by email or other electronic messages.

Reservation No-Show Policy

ONUS is committed to providing superior quality services to you and our restaurant partners. To assist us in maintaining a consistently high level of service for the Restaurants and their patrons, You must cancel any reservations that you will be unable to honor at least 30 minutes in advance of the reservation. You may cancel your reservation via our Sites or by calling the restaurant directly. Some restaurants may require a debit or credit card number to finalize your reservation. In order to use our reservation services for these restaurants, you must provide valid debit or credit card information. To confirm that the debit or credit card information you have provided is accurate, we may place a temporary authorization on your debit or credit card at the time you provide your debit or credit card information. After we verify that your debit or credit card information is accurate, usually within a few days, the authorization will be removed. You may be required to cancel your reservation in accordance with the Restaurant’s cancellation policy, which is disclosed at the time the reservation is made. We use this debit or credit card information as described in our privacy policy and shall have no liability for any charges made to the debit or credit card account for any failure to cancel your reservation in accordance with a restaurant’s cancellation policy.

If you are unable to keep your reservation and you fail to cancel at least 30 minutes in advance of the reservation, ONUS will send you an communication letting you know that our records indicate that you were a no-show. Upon arriving at the restaurant, it is the your responsibility to notify the host that you have a reservation. By using the reservation services, you agree to receive no-show notifications by email after a report that your reservation was not honored, whether or not that was in fact the case. Your Account will be suspended if you are a no-show for four reservations within a 12-month period. You agree that all final no-show determinations will be made by ONUS at its sole discretion.

If you wish to remove yourself from a waitlist you have joined through the Waitlist Services, you can do so by managing your place in line through our Sites or by calling the restaurant. Failure to Appear at the Restaurant in a timely manner may result in the Restaurant bypassing your place on the waitlist for other guests or removing you from the waitlist entirely.

Reservation Usage Guidelines

You agree to use the reservation or waitlist services only to book reservations or join waitlists at restaurants and then honor those reservations or waitlist requests by arriving at the Restaurants on time and ordering and paying for meals. You further agree not to book more than one reservation or join more than one waitlist for your personal use during any one meal time (e.g., lunch, dinner, etc.). Resale or attempted resale of reservations or waitlist spots is prohibited and is grounds for, among other things, cancellation of your reservations, removal from the waitlist or termination of your access to the Services.

Reviews, Comments, Communications, and Other Content.

You may submit, transmit, post or otherwise provide content, including, but not limited to, reviews, comments, ratings, photos, images, videos, sounds, text, data, links and location information; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information (“User Content”). Any such User Content must not be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of a third party’s publicity or privacy rights, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising, or health code violations (e.g., foreign objects in food, food poisoning, etc.). Your User Content should be unbiased and objective. You may not submit reviews, comments or ratings for which you are being compensated in any manner, or for your own restaurant or any restaurant of your employer, friend, relative or a competitor. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Content. The name or handle you choose to provide to us may be displayed publicly with such User Content. We reserve the right (but has no obligation) to monitor, remove, or edit User Content in our sole discretion, including if User Content violates this Agreement (including any ONUS Policies), but you acknowledge that ONUS may not regularly review submitted User Content. If you do submit User Content, and unless we indicate otherwise, you grant ONUS a non exclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers, including to restaurants, partners and other third party websites and feeds) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such User Content throughout the world in any media, and, where Applicable, you hereby waive any privacy or publicity rights or any similar rights in an individual’s name or likeness in addition to any moral or other rights you may have in the User Content you submit in favor of ONUS. You represent that you own, or have the necessary permissions to use and authorize the use of User Content as described herein. ONUS takes no responsibility and assumes no liability for any User Content submitted by you or any other User or third party, nor do we guarantee any confidentiality with respect to User Content.

Representations and Indemnity

You represent and warrant that you own or otherwise control all of the rights to any User Content submitted by you; that all User Content submitted by you is accurate; and that exploitation of such User Content by ONUS and its other Users, partners, and licensees will not violate this Agreement, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You will indemnify, hold harmless, and (at our request) defend ONUS, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders (collectively, the “ONUS Parties”) from and against all claims resulting from (1) any User Content submitted by you, (2) your use of the Services, or (3) any breach or alleged breach by you of this Agreement.

You will defend, indemnify, and hold ONUS including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the ONUS Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Restaurants, Bars, NightClubs, Member Clubs, Drivers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the ONUS Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Services as a Driver; and/or (5) any other activities in connection with the Services. This indemnity shall be Applicable without regard to the negligence of any party, including any indemnified person.

Liability Limitations

EXCEPT AS EXPRESSLY SPECIFIED HEREIN, IN NO EVENT SHALL ONUS, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARTNERS, SUCCESSORS AND ASSIGNEES, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “ONUS PARTIES”) BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT (INCLUDING ANY CHANGES THERETO), (2) ANY USE OF THE ONUS SITES, SERVICES, THE ONUS CONTENT, OR THE USER CONTENT, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF ANY OF THE SERVICES), (4) YOUR VISIT TO ANY RESTAURANT OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT, OR POLICIES OF ANY RESTAURANT OR MERCHANT IN CONNECTION WITH THE SERVICES, or (5) THE USE OF THE ONUS PLATFORM TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT ONUS HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE ONUS SITE BY REFERRAL, LINK, OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE ONUS CONTENT. ONUS IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY RESTAURANT FOR WHICH A USER HAS MADE A RESERVATION, CLAIMED AN OFFER OR PROMOTION, OR PAID A BILL USING THE PAYMENT SERVICES OR ANY MERCHANT THAT ISSUES A MERCHANT GIFT CARD. IF YOU ARE A RESIDENT OF THE UNITED KINGDOM OR EUROPEAN UNION, THE LIMITATION OF LIABILITY IN THIS AGREEMENT SHALL NOT APPLY TO ANY DAMAGE ARISING FROM OUR WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, NOR SHALL IT APPLY TO DAMAGE FROM INJURY TO LIFE, BODY OR HEALTH.

Disclaimer of Warranties

YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND ONUS CANNOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES, ALL ONUS CONTENT, AND ANY OTHER INFORMATION, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, ARE PROVIDED TO USER ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. ONUS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, OR INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE , TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. ONUS DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ONUS WILL REVIEW THE INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN ANY SUCH INFORMATION OR MATERIALS WITHOUT LOSS. ONUS SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF ONUS.

THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Term and Termination

This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by you, without cause, upon seven (7) days’ prior written notice to ONUS; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10(a) through (i) of this Agreement. In addition, ONUS may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services or to operate the Approved vehicle under Applicable law, rule, permit, ordinance or regulation; (2) you fall below ONUS’s star rating or cancellation threshold; (3) ONUS has the good faith belief that such action is necessary to protect the safety of the ONUS community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to ONUS’s reasonable satisfaction prior to ONUS permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to ONUS’s satisfaction, this Agreement will not be permanently terminated. We reserve the right to determine your compliance with this Policy in our sole discretion and our decision shall be final and binding. Any violation of this Policy, Affiliate Policies and Procedures, or any other ONUS published policy may result in restrictions on your access to all or part of the Site and the termination of your Affiliate status and may be referred to law enforcement authorities. Upon termination, you must promptly destroy any material downloaded or otherwise obtained from us.

Disclaimer

ONUS cannot be liable for any damages of any kind related to your use of this Site. All content is provided on an “as is” basis and your use of any Site is at your own risk. We expressly disclaim all warranties, express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade. We make no representation or warranty whatsoever regarding the completeness, accuracy, correctness, integrity, reliability, currency, adequacy, suitability, functionality, availability, or operation of this site or the content or services provided on, or accessible from, this Site.

Choice of Law and Venue

Delaware law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and ONUS (a "Claim"), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SAN WILMINGTON, DELAWARE.

Revisions and Modifications

ONUS may revise these Terms of Use at any time. By using the Site or Mobile App you agree to be bound by any such revisions. Accordingly, you should periodically review the Policy to determine the current Policy to which you are bound. Certain Terms of Use may be modified and superseded by expressly designated legal notices or terms located on particular pages on the Site.

Contact Us

If you have any concerns about the Site(s), or this Policy, please send us an e-mail or call us at the below number: We will make every reasonable effort to address your concerns and remedy any problems you bring to our attention.

ONUS, Inc.
30174 Foskey Lane
Delmar, MD 21875
302-565-4077 tel
240-260-1390 fax

onusrides.com

customerservice@onusrides.com