Website Terms and Conditions

Thank you for choosing Onder, Inc. (also “Onder,” “we,” “our,” or “us”). By using www.onder.io and all other websites, newsletters, digital mediums, or apps owned and maintained by Onder (the “Website”) and by purchasing or using any of our real estate technology products and services via the Website, telephone calls, e-mails, and other communications with us, with related professionals, or with other third parties involved in providing services to you (the “Services”), you or your business (also “you,” “your,” or “their”) agree to be bound to these Terms and Conditions (“Terms”). You may access most areas of the Website without registering your details with us. Certain areas of the Website are only open to you if you register and login. Please note that these Terms apply to all areas of the Website and to any use of our Services and form a legally binding agreement between you and us.

We reserve the right to modify or discontinue this Website or the Services, or any portion thereof without notice to you or any third party. These Terms may be unilaterally modified from time to time without notice to you. Such modifications by us are effective upon posting to the Website or Services, and your access to or use of the Website or Services at any time constitutes acceptance of the Terms in effect at the time. It is important that you review these Terms every time you use or access the Website or Services.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS WITHOUT MODIFICATION, THEN PLEASE DO NOT ACCESS OR USE THE WEBSITE OR OUR SERVICES. BY VIEWING, CONTINUING TO ACCESS, OR USING ALL OR ANY PART OF THE WEBSITE OR SERVICES, DOWNLOADING ANY MATERIALS, OR COMPLETING ANY APPLICATION PROCESS VIA THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF THESE TERMS ARE NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE USING THE WEBSITE AND SERVICES.

Website Access and Electronic Communication 

The Website and our Services are controlled and operated by us from the United States. We make no representation that any part of the Website or our Services is appropriate or available for use in other locations. Those who choose to access the Website or use our Services do so on their own initiative and at their own risk and are responsible for compliance with all applicable local laws. We reserve the right to discontinue the Website or Services or to limit the availability of the Website and/or the provision of our Services to any person, geographic area, or jurisdiction, at any time and in our sole discretion for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms; (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Website or Services to you is no longer commercially viable.

The Website is intended for informational purposes and to be used to access and purchase our Services. Not all of the Services described on this Website are available in all geographic areas of the United States. You may not be eligible for all of the Services described in this Website. We reserve the right to determine all eligibility for such Services in our sole discretion.

Consistent with the United States Federal Children’s Online Privacy Protection Act of 1998 (COPPA), we do not intend to market the Website or any Services to children under eighteen (18) years of age, and do not knowingly collect personal information or make any active effort to collect personal information from children and do not wish to receive such information. We cannot prevent minors from visiting the Website and must rely upon parents, guardians, and others responsible for supervising children to decide what content is appropriate for such children.

By accessing or visiting the Website, sending an email, or otherwise communicating with us through the Website or in connection with our Services, you are communicating with us electronically and you agree to receive electronic communication from us, including by email and by posting to the Website. You agree that any electronic communication from us satisfies any legal requirements that such communication must be in writing. Except as otherwise agreed by you and Onder, you also agree that any communications that you submit or otherwise provide to us via the Website, by email or otherwise, are and will be treated as non-confidential and non-proprietary and that we will have the right to use such information in accordance with the Privacy Policy.

When you provide any information or material on our Website or otherwise, you acknowledge and agree that we do not guarantee that the materials will remain available to you or that you will qualify for the Services we offer.

Ownership and Restrictions on Use of Website Content 

The Website and Services, including but not limited to text, images, audio, video, product and price information, reviews, apps, information, analysis, materials, opinions, and email newsletters on the Website or in the Services and email newsletters (collectively, “Content”), belong to us or others, unless otherwise expressly agreed in writing by us. No Content from the Website or Services may be captured, reproduced, transferred, sold, licensed, removed, deleted, augmented, published, transmitted, uploaded, reverse engineered, edited, posted, publicly displayed, linked, broadcast, or distributed or exploited by any other means, unless otherwise expressly permitted in these Terms or in writing by us. ANY DISTRIBUTION FOR COMMERCIAL PURPOSES IS STRICTLY PROHIBITED WITHOUT OBTAINING A LICENSE TO DO SO FROM US OR OUR LICENSORS OR UNLESS EXPLICITLY PERMITTED BY THESE TERMS. If you copy, reproduce, or retransmit any part of our Website or Services in breach of these Terms, your right to use our Website and Services will cease immediately and you must, at our option, return, destroy, or recall any copies of the Content you have made.

You may download and use Content displayed on the Website for your personal, non-commercial use only and only so long as you maintain and preserve any Onder copyright or proprietary notices. However, you may not download or use the Content displayed on the Website for commercial or public uses, unless expressly permitted in writing by us.

For Services you purchase on the Website or by other means, Onder retains all right and title to the Services and, except as otherwise agreed, grants you a royalty-free, worldwide, non-exclusive, perpetual, revocable, non-transferable (except to your permitted assigns) right to use and exploit such Services only in a manner consistent with their intended use as real estate technology products and services for you (the “Intended Use”).  

For instances in which you reproduce our Content, consistent with the above terms or with express permission of Onder, you must place “Used with permission from Onder” somewhere near the reproduced Content.  

You may not do any of the following while accessing or using the Website or Services: (i) access, tamper with, or use non-public areas of the Website or Services, Onder’ computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) forge any TCP/IP packet header or any part of the header information in any email, or in any way use the Website or Services to send altered, deceptive or false source-identifying information; or (iv) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Website or Services.

Accuracy of Website Content

All Website Content is for informational and educational purposes only. While the Content is believed by us to be honest and accurate, we and our third-party providers of Content do not guarantee the accuracy, completeness, usefulness, or timeliness of the Content on the Website. We do not endorse nor have any responsibility for any Content on the Website by anyone other than our authorized employees or spokespersons while acting in their official capacities.

The Content on the Website should never be relied upon as the sole basis for making any decisions to purchase products or services from Onder. We and our third-party service providers will not be liable for any purchase decisions made based on the Content and/or the Website. Any reliance on the Content is at your own risk, and you assume any and all risks associated with your purchase decisions.

We and our third-party service providers may be active investors in businesses related to or mentioned on this Website and may or may not have open investment positions in those businesses. You assume any and all risk associated with your purchase decisions irrespective of whether we or our third-party service providers hold positions in products mentioned on the Website.

Mobile App  

Onder may provide Services through a mobile app (the “App”), including but not limited to an App developed for the App Store / Apple Inc. (“Apple”). The App is considered an extension of the Website, is included in the definition of such, and is subject to these Terms, along with any Content contained therein. The App may collect Personal Information (as defined in our Privacy Policy) from you. Please refer to the Privacy Policy for how we handle such Personal Information.

By downloading our App via Apple, you agree to the following terms in this section:        

(a) You acknowledge that these Terms are entered into between you and Onder and, that Apple, Inc. (“Apple”) is not a party to these Terms other than as a third-party beneficiary as contemplated below.

(b) The license granted to you under these Terms is a non-exclusive, non-transferrable, revocable license to use the App for your personal, non-commercial purposes. Your use of the App is subject to the permitted Usage Rules set forth in the Apple Media Services Terms and Conditions (see: http://www.apple.com/legal/itunes/us/terms.html) and any third-party terms of agreement applicable to the Services.

(c) You acknowledge that Onder, and not Apple, is responsible for providing the Website and any content thereof.

(c) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Website.

(e) To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Website.

(f) Notwithstanding anything to the contrary herein, and subject to these Terms, you acknowledge that, solely as between Apple and Onder, Onder, and not Apple is responsible for addressing any claims you may have relating to the Website, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Website fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(g) Further, you agree that if the Website, or your possession and use of the Website, infringes on a third party's intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.

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

(i) When using the Website, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology, or service that interacts with our services.

User Account

Use or functionality of certain aspects of the Website and our Services may require you to set up a user account with us (“User Account”).  To complete the registration process, you may be required to login and provide certain information about yourself, including your name, email address, and other information.

By setting up a User Account, you agree (a) to provide accurate and current information about you as may be required during the registration process (“Registration Data”); (b) not to impersonate or misrepresent your affiliation with any person or entity or use another person's username, password or other account information, or provide false details for a parent or guardian; (c) to maintain the security of your User Account password; (d) to maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate and current; (e) to accept all risks of unauthorized access to the Registration Data and any other information you provide to us; and (f) to notify us immediately of any unauthorized use of your User Account or password or of any other breach of security regarding your User Account by contacting us a described below. 

Note that by setting up a User Account, you represent and warrant that: 

  • All of the information you submit for your User Account is true and accurate;
  • You are at least 18 years of age or your parent or guardian has consented on your behalf to your use of the Website; 
  • You have reviewed these Terms; and
  • You are fully able and competent to enter into the terms, conditions, obligations, representations and responsibilities set forth in these Terms, and to abide and comply with them.

By creating a User Account, sending e-mails to us, or providing your email address to us on the Website or otherwise, you consent to receiving email communications from us. Furthermore, you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via the Website or otherwise, satisfy any legal requirement that such communications be in writing. You may opt out of receiving communications from us by following the opt-out procedure provided in our Privacy Policy.

Messages

The Website may permit you to send messages (including via email) to us or to other Website users (“Messages”). You are solely responsible for your Messages and the consequences of sending them, and you agree to hold us harmless, and expressly release us, from any and all liability arising from your Messages. You grant us a worldwide right to use, store, and reproduce your Messages for the limited purpose of facilitating sending them to your designated recipients (and we may also use the tools, services of third party service providers to facilitate the sending of Messages to your designated recipients). You represent and warrant that your Messages will not be infringing on any third party right, including intellectual property or privacy rights. Except as provided herein, you retain all of your ownership rights in your Messages.

User Comments, Feedback, and Other Submissions

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send or share creative ideas, suggestions, feedback, comments, reviews, testimonials, proposals, plans, or other materials, whether online, via our Website, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you provide to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments. You hereby grant us a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, world-wide, assignable, licensable, and transferrable license to use and otherwise exploit any Comments provided by you or any other party relating to us on or in any and all media (now known or hereafter developed) as we deem necessary to our business.

We may, but have no obligation to, monitor, edit, or remove any Comments that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party's intellectual property or this Agreement.

You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Website or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third-party. You agree to indemnify, defend, and hold harmless us and, if relevant, our vendors, agents, associates, and/or partners against any liabilities, damages, demands losses, claims, costs, fees (including legal fees), and expenses in connection with any third-party legal proceeding to the extent arising from your Comments.

Copyright and Trademarks

Onder respects copyright and other proprietary laws and expects you to do the same. We reserve the right to terminate your access to the Website or Services if you infringe or are reasonably believed to have been repeatedly infringing the rights of copyright or other proprietary rights holders by way of the Website or Services.

Without limiting any other language in these Terms, you acknowledge and agree that the Website, Services, and Content are protected by copyright laws, trademark laws, other laws of the United States, and laws of other countries. Without limiting any other language in these Terms, you acknowledge and agree that the Website, Services, and Content, which includes all associated proprietary rights, are the exclusive property of Onder and our licensors. You further acknowledge and agree that all trademarks appearing on the Website, Services, and Content are owned by us or the third party that provides it. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary right notices incorporated in or accompanying the Website, Services, or Content.

We do not condone copyright infringement or any other infringement of proprietary rights on our Website or Services, and will remove allegedly infringing content if properly notified of the infringement. If you are a copyright owner or other proprietary rights owner and believe that any content infringes your work, you may submit a notification by providing our Copyright Agent, who may be reached using the contact information listed at the bottom of these Terms, with the following information in writing (see 17 U.S.C 512(c)(3) for further information):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• Identification of the work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an email;

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The above notice should be sent to the contact information listed below.

Prohibitions and Rights

In connection with the acknowledgement of our rights, above, you agree not to:

• Use, display, mirror, or frame the Website or any individual element within the Website, including our name(s);

• Access, tamper with, or use non-public areas of the Website or Services – e.g. our computer systems, etc;

• Attempt to probe, scan, or test the vulnerability of any of our systems or networks;

• Breach any security or authentication measures;

• Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us, any of our providers, or any other third party – e.g. other users, etc.;

• Attempt to access or search the Website or Services through the use of any engine, software, tool, agent, device, or mechanism – e.g. spiders, robots, crawlers, data mining tools, etc. – other than the software and/or search agents provided by us;

• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation;

• Use any meta tags or other hidden text;

• Use any metadata utilizing our trademark or URL;

• Forge any TCP/IP packet header or any part of the header information in any email or posting;

• Use the Website or Services in any way to send altered, deceptive, or false source-identifying information;

• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used, contained, or displayed within the Website or Services;

• Interfere with or attempt to interfere with the access of any user, host, or network – e.g. sending a virus, overloading, flooding, spamming, mail-bombing, etc.;

• Collect or store any Personal Information from other users of the Website;

• Impersonate or misrepresent your affiliation with any person or entity;

• Access the Website or Services behind proxy servers or URL cloaking techniques; and/or

• Encourage or enable any other individual to do any of the foregoing.

You acknowledge and agree that we have the right to investigate and prosecute violations of any of the above prohibitions or any of these Terms to the fullest extent allowed under applicable law.

Enforcement 

You also acknowledge and agree that we do not have an obligation to monitor your access or use of the Website and Services, but we retain the right to do so for the purpose of operating the Website and Services and ensuring compliance with these Terms as well as the law. At any time and without prior notice, we reserve the right to disable your access if we find a violation of these Terms or the law.

Any rights not expressly granted herein are reserved by us. We will determine your compliance with the Terms and the Privacy Policy in our sole discretion and our decision shall be final and binding. Any violation of the Terms or the Privacy Policy may result in restrictions on your access to all or part of the Website or Services and may be referred to law enforcement authorities. We, in our sole discretion, reserve the right to disqualify and terminate access or use of any individual found to be (a) tampering with the operation of the Website or Services; (b) acting in violation of the Terms or the Privacy Policy; (c) acting in an unethical or disruptive manner; or (d) acting with intent to annoy, abuse, threaten, or harass us, our representatives, or any other individual in any manner related to the Website or Services.

Onder also reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce the Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of Onder, its users and the public. Onder also reserves the right to remove Content alleged to be infringing another’s intellectual property rights without prior notice, at our sole discretion.

Payment

Payment Options. Purchases of Services (“Purchases”) may occur through the Website, via other communications with us, or through our designated third party payment provider and will require a valid, accepted, credit card or other payment method that we, or our designated third party payment provider, as applicable, in our or their sole discretion, elect to accept as payment. Purchases may occur by monthly or annual subscriptions through the Website (“Subscriptions”).

Payment and Credit Card Terms. For Purchases and Subscriptions that require us to use a designated third-party payment provider, you authorize us to charge the credit card or other accepted payment method you designate in the amount specified in connection with the transaction. If you desire to designate a different form of payment, or if there is a change in your payment information, you must update your user account or your account with our designated third party payment provider, as applicable, to reflect such change. You may experience temporary disruption of your access to the Website while we are verifying new payment information. If you transmit to us, or one of our designated third-party payment providers, a purchase request, you warrant that your use of the particular credit card or other accepted payment method is authorized and that all information that you submit to us, or our designated third-party payment provider, is true and accurate (including, without limitation, your credit card number, expiration date, and other account information), and you agree to pay all fees you incur.

Cancellations and Refunds. You may cancel your Purchase or Subscription at any time prior to the start of the delivery of Services. We, or our designated third party payment provider, as applicable, reserve the right to refuse or cancel any Subscriptions or Purchases or attempted Purchases or Subscriptions at any time in our sole discretion. Further, we, or our designated third party payment provider, as applicable, may reverse certain transactions if we have a reasonable, good-faith belief that such transactions, alone or together with other transactions, are illicit, fraudulent, abusive, unlawful, or otherwise conducted in bad faith or as part of any form of unfair dealing (which could include such things as cheating, hacking, or other prohibited activity). EXCEPT AS OTHERWISE STATED IN THESE TERMS OR REQUIRED BY APPLICABLE LAW, ALL SALES AND PURCHASES ARE FINAL.

Recurring Billing. Most Subscriptions will consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By entering into these Terms, you acknowledge that your Subscription, if any, has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation of such Subscription. WE, OR OUR DESIGNATED THIRD PARTY PAYMENT PROVIDER, AS APPLICABLE, MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY OR ANNUALLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD. TO TERMINATE YOUR SUBSCRIPTION, CONTACT OUR DESIGNATED THIRD PARTY PAYMENT PROVIDER, AS APPLICABLE.

Changes in the Amount Authorized. If the amount to be charged to you varies from the amount you previously authorized (other than due to the imposition or change in the amount of Sales Taxes, if any), we, or our designated third party payment provider, as applicable, shall provide notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. You agree that we, or our designated third party payment provider, as applicable, may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Auto-Renewal; Cancellation of Subscriptions. Unless cancelled as described above, your Subscription, if any, will be automatically extended for successive renewal periods of the same duration as the Subscription term originally selected by you. You may prevent the renewal of your Subscription at any time during the term of Subscription, including any renewal period, by contacting our designated third party payment provider, as applicable.

Free Trials and Other Promotions. Any free trial or other promotion that provides subscriber-level access to the Website or Services, if any, must be used within the specified time of the free trial or promotion, or if not specified, within six (6) months from the start of the free trial or promotion. At our discretion, we may allow you to continue access to the Website or Services following the end of the free trial or other promotion, provided that we may change the terms and/or fees associated with such access, and at such time, you will be required to elect either to accept such fees or terms or to elect either to accept such fees or terms or your account will be reverted to a Onder standard account. You may be required to cancel your Subscription before the end of the free trial period or promotional period in order to avoid being charged the then-current, non-promotional Subscription rate and being subject to any new terms. If you cancel prior to the end of the free trial period or promotional period and are inadvertently charged for a Subscription, please contact our designated third party payment provider to have the charges reversed.

Payments Made Through Partners. The payment methods that we elect to accept for Purchases may include one or more payment methods offered by a business partner of Onder (“Partner”), in which case your payment may be made directly to the Partner and not to us. In such cases, the Partner will be responsible for your payment, including cancellations and refunds, and the terms and conditions associated with your payment will be as set forth in the agreement between you and the applicable Partner.

Currency. Unless otherwise stated, all fees and charges are quoted and must be paid in U.S. Dollars. Purchases made in currency other than U.S. Dollars shall be made at the exchange rate designated in your agreement with your credit card or other acceptable payment method provider.

Taxes. Your Purchases may be subject to applicable sales tax, use tax, value added tax, or other similar taxes, duties, or tariffs (collectively, “Sales Taxes”). In the event that Sales Taxes apply, we, our designated third party payment provider, or a Partner, as applicable, will collect the required Sales Taxes from you and remit it to the applicable tax authorities. Under most circumstances, the applicability of Sales Taxes will be determined by the residence of the person or entity making the purchase. We will not be responsible for any taxes on net income, or other taxes, duties, or tariffs associated with your acquisition, purchase, or possession of Subscriptions, except for Sales Taxes as described in this section or as required by applicable law.

Third-Party Partners

These Terms only apply to our Website and Services. The Website and Services may utilize the services of third-party websites, resources, resellers, and business partners of ours (“Third-Party Partners”). Because we do not have control over such Third-Party Partners, we do not make any representations about any Third-Party Partners. You acknowledge and agree that we are not responsible for the availability of the external websites, resources, or services of such Third-Party Partners. We do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such Third-Party Partner websites, resources, or services. If provided, you should review the terms and conditions of Third-Party Partners, which are separate and unrelated to these Terms.

Disclaimer 

THE WEBSITE, SERVICES, AND CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. ALSO, WE EXPLICITLY DISCLAIM ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE WEBSITE, SERVICES, OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, ERROR-FREE BASIS, OR THAT THE WEBSITE, SERVICES, OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM ANY RESPONSIBILITY FOR HARM TO YOUR PHONE, COMPUTER, OTHER ELECTRONIC DEVICES, CAR, LOSS OF DATA, OR OTHER HARM THAT MAY RESULT FROM ACCESS TO OR USE OF THE WEBSITE OR SERVICES, INCLUDING BUT NOT LIMITED TO CONTRACTION OF A COMPUTER OR PHONE VIRUS.

WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, OR COMPLETENESS OF ANY CONTENT OR SERVICES PURCHASED OR OBTAINED THROUGH THE WEBSITE, OR THAT DEFECTS WILL BE CORRECTED. CONTENT PROVIDED OR EXPRESSED ON THE WEBSITE, INCLUDING THAT OF THIRD PARTIES, MAY NOT REFLECT OUR POLICIES OR CONFORM TO ANY AGREEMENT YOU MAY HAVE WITH US.

For clarity, no advice or information, whether oral or written, obtained from us, the Website, or the Content will create any warranty not expressly made herein.

You acknowledge and agree that your access to and use of the Website, Services, and Content is dependent upon access to telecommunication services and internet services. You shall be solely responsible for acquiring and maintaining all telecommunication services, internet services, and other hardware and software required to access and use the Website, Services, and Content.

You agree that your access to and use of the Website or Content and your purchase of Services on or through the Website are at your sole risk, whether known or unknown to you.

Limitation of Liability 

Without limiting the foregoing, you also acknowledge and agree that Onder and its officers, directors, agents, licensors, and third-party providers are not and will not be responsible for, liable for, or incur any claims, causes of action, suits, penalties, fines, losses, damages, costs, or expenses, including attorneys’ fees (“Claims”) arising out of or in connection with these Terms or from your access to, use of, or inability to access or use the Website, Content, or Services provided on the Website for or arising out of the following:

• Personal or bodily injury, death, or emotional distress;

• Interactions or meetings with other users of the Website, Services, or Content or other persons with whom you communicate or interact with as a result of your use of the Website, Services, or Content;

• Loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any telecommunication services and internet services or the failure of such services that you use to access or use the Website, Services, or Content; and

• Any other Claims arising out of or relating to your acts or omissions or the acts or omissions of any third party, whether in contract, warranty, strict liability, negligence, or other legal theory regardless of whether or not we have been informed of the possibility of such Claims, even if a limited remedy set forth herein is found to have failed of its essential purpose.

The foregoing limitations apply even if we have been advised of the possibility of such damages or they are otherwise foreseeable), or if such Claims result from: (a) the use or the inability to use the Website or results of the use of the Website or any materials posted on it, however arising and whether caused by tort (including negligence), breach of contract or otherwise; (b) the cost of procurement of substitute products or services resulting from any products, data, information, or services obtained or messages received or transactions entered into through, from or as a result of the Website; (c) unauthorized access to or alteration of your transmissions or content; (d) statements or conduct of any third party on the services or Website; or (e) any other matter relating to the products or services we offer or the Website. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Without limiting the foregoing, you acknowledge and agree that if we are found liable for any of the foregoing Claims or for any other Claims arising hereunder, including the breach of these Terms, we and any other person or entity involved in creating, producing, or delivering any of the foregoing will under no circumstances be liable for any incidental, special, exemplary, punitive, or consequential damages, including, without limitation, lost profits, loss of data, loss of goodwill, or the cost of acquiring substitute products or services, whether in contract, warranty, strict liability, negligence, or other legal theory, regardless of whether or not we have been informed of the possibility of such Claims, even if a limited remedy set forth herein is found to have failed of its essential purpose.

By accessing the Website or Services, you understand that you may be waiving rights with respect to Claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read, understood, and hereby expressly waived the benefits of section 1542 of the Civil Code of California, and any similar law of any state or territory, which provides as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

The limitation of liability set forth above is a fundamental element of the basis of the bargain between us and you. The limitation of liability set forth above shall apply to every form of action, whether in contract, warranty, strict liability, negligence or other legal theory, and shall survive any breach of the Terms, the Privacy Policy, the Agreement, or any agreement or the failure of the essential purpose of the Terms, the Privacy Policy, the Agreement, any agreement, or any exclusive remedy.

Without waiving the exclusive governing law provision set forth below, some states do not allow the exclusion or limitation of liability for consequential or incidental damages. Therefore, the above limitation may not apply to you. In such states, our liability is limited to the fullest extent allowed under applicable law.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCTS OR SERVICES OFFERED BY US MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Indemnification 

You agree to defend, indemnify, and hold Onder, its officers, its directors, its employees, and its agents harmless from and against any Claims arising out of or in any way connected with:

• Your access to or use of the Website, Services, or Content, including your violation of these terms;

• Any goods or services you may provide or fail to provide; and

• Any agreements or understandings you have with third parties.

You shall cooperate as fully as reasonably required in the defense of any such claim. Onder reserves the right, at its own expense, to assume the exclusive defense and control of any matter or portion thereof subject to indemnification by you.

General Provisions 

The Terms and the Privacy Policy, as each may be amended from time to time, constitute the entire and exclusive understanding and agreement between us and you regarding the Website, Services, and Content. The Terms and the Privacy Policy supersede and replace any and all prior oral or written understandings or agreements between Onder and you regarding those subjects.

If any provision of the Terms or the Privacy Policy is found by a court of valid jurisdiction to be invalid or unenforceable, the remainder of the Terms and the Privacy Policy shall remain in full force and effect and shall be enforced to the fullest extent allowed under applicable law.

No waiver or failure by us to enforce any provision of the Terms or the Privacy Policy shall be valid unless in writing and signed by an officer of Onder.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. We may assign or transfer these Terms at our sole discretion without restriction and notice to you. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Nothing contained in the Terms or the Privacy Policy shall be deemed to constitute you and Onder as partners or joint venturers or constitute an employment or agency relationship between you and us.

Headings in the Terms and the Privacy Policy are purely for reference and shall not affect the meaning of any term or condition. As used in the Terms and the Privacy Policy, the words “include,” “including,” “e.g.,” “such as,” and variations thereof shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Any provision of the Terms or the Privacy Policy that must survive to allow us to enforce its meaning shall survive termination for any reason. Any Claim by or through you relating in any way to the Terms, the Privacy Policy, the Website, the Content, or otherwise with respect to their subject matter, regardless of form or the basis of the Claim, must be brought within one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause of action arose) or else such cause of action is waived.

The Terms and the Privacy Policy constitute a written agreement between you and us. A printed version of the Terms or the Privacy Policy, and of any electronic notice pertaining to the Terms or the Privacy Policy, shall be admissible in a judicial or administrative proceeding to the same extent, and subject to the same restrictions, as any other contract, document, or record originally in printed form.

Disputes and Claims

Any and all disputes, demands, or Claims arising from or related to your access to and/or use of the Website, Services, our Content, and/or these Terms shall be settled and resolved first by good faith efforts to amicably resolve the matter through discussion and negotiation. If those efforts fail despite good faith attempts, subsequent dispute resolution shall be resolved by arbitration if both you and we agree in good faith on the terms of such arbitration. If those efforts fail despite such good faith attempts, then the exclusive forum for resolution of any and all such disputes and claims shall be a state or federal court located in the State of Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your state or country of residence or any other relevant state or country. You and we agree to personal jurisdiction and venue in such court in any such suit or action.

Controlling Law

These Terms and the Privacy Policy will be governed and interpreted by the laws of the State of Delaware, without regard to its conflict of laws provisions.

Notice to International Visitors

The Website and the servers that make them available are located in the United States of America. If you reside in another country, these Terms may conflict with the laws of your country. In the event of such a conflict, these Terms will govern to the extent that they are valid and enforceable under applicable United States laws.

We make no representation that the Website is appropriate or available for use beyond the United States of America. If you use the Website from other locations, you are responsible for compliance with applicable local laws.

Privacy 

For information and notices concerning our collection and use of your Personal Information, please review our Privacy Policy.

We may electronically monitor areas of the Website and may disclose any Content, logs, records, or electronic communication of any kind (a) to satisfy any law, regulation, or government request; (b) if such disclosure is necessary or appropriate to operate the Website; or (c) to protect our rights or property or our third party partners, sponsors or advertisers, service providers, licensors, or any other user of the Website.

Notices 

Any notices or other communications permitted or required hereunder, must be in writing.

For clarification on or if you have any questions regarding these Terms, the Privacy Policy, the Website, the Services, or the Content or to report a violation of these Terms please contact:

Onder, Inc.

500 Mercer St, Unit 5, Seattle WA 98109

Or send an e-mail to: info@onder.io

To obtain a copy of these Terms, you may print a copy or contact us to request one.

Updated and effective as of: October 2021

FG:54390782.1

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