Terms of Use

The purpose of this terms of use agreement (“Terms of Use”) is to set forth the terms and conditions under which Onward and/or its affiliated companies (collectively, “Onward”, “we”, “us” or “our”), make our Internet website (“Site”) and related software-as-a-service platform (“Platform”), as well as any products and services made available thereon, and services (collectively, the Site, Platform, and other products and services made available through the Site and Platform, the “Services”) and the content and materials available on the Services (the “Content”) available to merchants and the conditions under which such merchants may have access to and use such Services and Content. By accessing or using the Site and/or Services, clicking on a button or taking any other action to signify Your acceptance of these Terms of Use, or completing our account registration process, You:

(1) agree to be bound by these Terms and any future amendments and additions to these Terms as published from time to time through the Site; and

(2) represent You are of legal age in Your jurisdiction of residence to form a binding contract with Onward. These Terms include the provisions in this document and those in the Onward Privacy Policy and the Onward SMS Policy. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to You for Your acceptance when You sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.

The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.” These Terms of Use include the provisions in this document, as well as those in the Onward Privacy Policy. Onward may modify these Terms of Use at any time from time to time without prior notice and such modification shall be effective:

(1) for Users who first use the Site affected by such modification after the posting, upon posting by Onward on the Website or

(2) for existing Users, thirty (30) days after posting by Onward on the Website. If You do not agree to the modification, You must cease Your use of the Website immediately and Your only recourse is to cease using the Services. See our current Privacy Policy for information and notices regarding our collection and use of personal information. Onward reserves the right to update and upgrade our product offerings at our sole discretion, including, without limitation, the “Onward widget” and “Onward asset.”

Onward Shipping Protection

• Shipping Protection
• Company allows online stores, merchants, ecommerce platforms and other  commercial enterprises (collectively, “Stores”) to install and use the Services for the purpose of providing their  customers and users (collectively, “End-Users”) shipping protection for select products purchased by the End-User  from the Stores. The Services are built as an add-on to a Store’s existing online storefront, allowing Stores to  provide End-Users the opportunity to purchase the shipping protection Services to items, merchandise and products  purchased and shipped from the Stores. FOR THE AVOIDANCE OF DOUBT, BOTH THE STORES AND THE  END-USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) THE VALUE COVERAGE PROVIDED  BY THE SERVICES (INCLUDING ANY SHIPPING PROTECTION) IS NOT AND SHALL NOT CONSTITUTE  INSURANCE OF ANY KIND WHATSOEVER; (B) IN THE EVENT OF ANY LOSS OR DAMAGES OF THE  PRODUCTS PURCHASED BY THE END-USER, UPON FINAL DETERMINATION BY THE COMPANY  THAT THE PRODUCT(S) OR ITEM(S) PURCHASED BY THE END-USER WAS, IN FACT, DAMAGED OR  LOST, WITH SUCH DETERMINATION BEING MADE IN THE SOLE AND ABSOLUTE DISCRETION OF  THE COMPANY, END-USER WILL BE PROVIDED WHICHEVER IS LESSER IN VALUE OF THE  FOLLOWING:
• (1) FULL REPLACEMENT OF THE PRODUCTS OR ITEMS PURCHASED BY THE END USER, OR
• (2) UP TO $5,000 OF THE DECLARED VALUE  (DEFINED BELOW) OF ALL OF THE PRODUCTS OR ITEMS PURCHASED BY THE END-USER CONTEMPLATED  HEREIN SHALL ONLY BE PROVIDED TO ELIGIBLE END-USERS WHO HAVE PURCHASED THE  SERVICES.
• Declared Value
• “Declared Value” shall mean the cost of the product, merchandise or item as stated by the Store when purchased by the End-User. This does not include any shipping or tax costs.
• Procedure for Shipping Protection
• Notice Timeline: Users must notify the Company of any lost or damaged products, for which shipping protection has been purchased, within 60 days of the date that such product(s) were purchased from the Store. Users and Stores acknowledge and agree that if the User fails to provide timely notice as provided above, the User will not be provided any benefits of the shipping protection service and will not receive any refund of User’s purchase of the same. Upon receiving such notice, the Company will respond as soon as reasonably practicable.
• Replacement
• In the event that the Company determines that it will replace a lost or damaged product or item, the Company will determine, in its sole discretion, the method of processing and  shipping the replacement product or items.

Onward Satisfaction Guarantee

PLEASE NOTE: THIS IS NOT AN INSURANCE POLICY

• Satisfaction Guarantee Coverage.The Onward Satisfaction Guarantee provides coverage for Quality Issues arising from the usage of product(s) by the End User. Quality Issues are defined according to the type of product(s) purchased by the End User. For durable goods, such as apparel, appliances, bags, electronics, exercise equipment, footwear, furniture, jewelry, textiles and watches, Quality Issues are defined as accidental product damage occurring during normal usage such as tears, rips, stains, drops, punctures, cracks, breaks, mechanical failures and electrical issues. For consumable goods, such as cleaning products, detergents, drinks, food, makeup, perfumes and supplements, Quality Issues are defined as general dissatisfaction with the quality of the product(s) after usage. For avoidance of any doubt, any product not defined as a consumable product above shall be considered a durable product.
• Term Period. Product(s) purchased with the Onward Satisfaction Guarantee have a Term Period under which Onward will service claims made by the End User for Quality Issues. The Term Period will be displayed by the Store at the time of purchase and will commence upon delivery of the product(s) to the End User. End Users must notify Onward of any Quality Issues for product(s) purchased with the Onward Satisfaction Guarantee within the Term Period.
• Remedies. For qualifying Quality Issues, Onward will seek to remedy the issue based upon whether the product(s) are durable goods or consumable goods. For durable goods, Onward may first attempt to repair the product at our expense before either replacing the product or issuing the End User a refund. For consumable goods, Onward will either replace the products or issue a refund based on the End Users preference. Onward has sole discretion to determine the validity of Quality Issues and the appropriate resolutions. For consumable product(s), the End User may file at most one claim for each product regardless of the number of times that product has been purchased.
• Additional Conditions. The Onward Satisfaction Guarantee covers Quality Issues up to a maximum retail purchase price of $5,000. The Onward Satisfaction Guarantee is not intended to replace any warranty issued by the Store or Manufacturer of the product. The Onward Satisfaction Guarantee does not cover products eligible for a Store’s return policy. The End User may not renew the Term Period. The Onward Satisfaction Guarantee may not be transferred to any other individual or entity.

CashBack Affiliate Program

• CashBack Programs. Please read these terms and conditions of participation in Onward’s CashBack Programs. By participating in any of these programs, you agree to be bound by the terms described herein and all terms incorporated by reference. If you do not agree to these terms of use, do not participate in the CashBack programs.These Terms of Use apply to your access to, and participation in, any of Onward’s CashBack Programs (“CashBack Programs”). These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with Onward. Onward reserves the right to change, modify, and/or eliminate the CashBack Programs and/or all or any portion of these Terms of Use or any policy, FAQ, or guideline pertaining to the CashBack Programs at any time and in its sole discretion. Any changes or modifications will be effective immediately upon posting the revisions and you waive any right you may have to receive specific notice of such changes or modifications. Your participation in the CashBack Programs confirms your acceptance of these Terms of Use and any such changes or modifications; therefore, you should review these Terms of Use and applicable policies and FAQs frequently.
• Membership and Eligibility. The CashBack Programs are offered at the sole discretion of Onward. The CashBack Programs are available to individuals for their personal use only and is limited to one account per individual. Individuals who are at least 18 years or older and who provide and maintain a valid account are eligible to become members. No purchase is necessary to join the CashBack Programs. Employees of Onward and individuals employed by our business partners or vendors are eligible for membership for personal use only but may be excluded from certain benefits of CashBack Programs.
• Earning and Redeeming CashBack. Under the CashBack program, credits are earned based on the United States dollar(s) spent (as applicable based on the exchange rate of the country of purchase) on products offered on the websites, applications, and platforms in the Network. Credits earned under the CashBack Program are on a per order basis and may not be applicable to be combined across multiple orders. To earn credits, orders may need to meet certain minimum purchase amounts to qualify. Some exclusions apply. Any applicable credits earned from the CashBack program will be automatically applied to your account instantly from your date of purchase. It’s our hope that you redeem your credits on a regular basis. All unredeemed credits earned from the CashBack Programs shall expire 180 days from the date of issuance. Credits are based on the pre-tax purchase total amount and do not include other applicable fees, such as shipping or delivery fees. If you make a purchase using a coupon, credits are based on the total post coupon application.
  Neither accounts nor CashBack or credits may be shared. Only the member paying for the products may accumulate CashBack or credits. We reserve the right to monitor the number of accounts per household and refuse, merge or close additional or duplicate accounts at any time. The CashBack or credits earned through the CashBack Programs may not be exchanged for cash (unless required by law), are non-transferrable, cannot be sold, returned or exchanged, and you have no property rights in or to the CashBack or other Program benefits. Credits earned will be decreased or reversed, as applicable, if part or all of the purchase is returned or canceled or if the credit is obtained through fraudulent or other activity that violates these terms. Onward is not responsible for lost or stolen credits. The sale, barter, transfer, or assignment of any credits offered through the CashBack Programs, other than by us, is expressly prohibited.
• CashBack Commission. For each purchase that results from a Consumer using Onward CashBack, Merchant agrees to pay Onward a Commission of 5% of the total purchase amount. A purchase using Onward CashBack means any purchase of Merchant’s products where Onward CashBack are also applied to the transaction. You will indemnify, defend and hold Us harmless, at Your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against Us (and Our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with Us to the extent that such action is based upon or arises out of (a) Your participation in the Affiliate program, (b) Our use of the Marks or Materials (as defined below) that You provided to us, or (c) Your noncompliance with or breach of these Terms and Conditions.
• Affiliate Trademark and Intellectual Property Rights. If You are a Merchant or other commercial enterprise (or are acting on behalf of such person), during the Term of this Agreement, You hereby consent to and grant a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide license to Onward to use Your trademarks, trade names, service marks, trade-dress, and other marks (collectively “Marks”) and other designations, copyrights (including photographs and other images), data (including product catalogs or user signals), or other materials (collectively “Materials”), including, at Our discretion, for the purpose of advertising, marketing and promoting Your brand and products online or in Our application(s). You shall retain all right, title and interest in and to Your Marks and Materials.

Use of Services and Content

• Onward reserves the right to adjust the premium charged to the customer for the service and other merchant incentives provided from time to time based upon Merchant account status.
• Use of Services and Content Onward develops and makes available to Your applications designed to enhance Your e-commerce platform or, if You are a consumer, Your online shopping experience. Our software applications are built as an add-on to a merchant’s existing online storefront, offering value-added features.
• In order to access certain features of the Site and Services, You may be required to register an Account (as defined below) and become a Registered User. For the purposes of this Agreement, a “Registered User” is a User who has registered for any Account. When registering an account for the Services (“Account”), You agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that You are not barred from using the Services under any applicable law and that You will be responsible for all activities that occur under Your Account. You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the corporate member You represent) to access or use our Services on Your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under Your user ID or password.
• You agree to immediately notify us of any unauthorized use of Your user ID or password or any other breach of security. We cannot and will not be liable for any loss or damage arising from any unauthorized use of Your account. You acknowledge and agree that You have no ownership or other property interest in Your Account and that all rights in and to Your Account are owned by and inure to the benefit of Onward. Except as otherwise indicated, our Services and Content, and all rights thereto, are the property of Onward and/or our affiliated companies and are protected under U.S. copyright, trade secret, trademark and patent law as well as international treaty provisions, with all rights reserved. Onward other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Onward and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Subject to these Terms of Use, Onward grants You a limited license to install and use the Services solely for the purpose of operating Your online store. Any future release, update, or other addition to the Services and/or Content shall be subject to these Terms of Use. Onward, its suppliers, and its service providers reserve all rights not granted in Terms of Use.

Restrictions of Use of Service

• Restrictions on Use of the Services Except as authorized herein or with our prior written approval, You are prohibited from copying, modifying, displaying, distributing, transmitting, transferring, redelivering, publishing, selling, marketing, renting, leasing, licensing or sublicensing, creating derivative works, or otherwise using or making available to any third party/parties any of our Services or any of the Content for any purpose. Systematic retrieval of data from any of our Services or the Content thereon to create or compile, directly or indirectly, a collection, compilation, database or directory, unless with our express written permission, is prohibited. You agree that You will not, directly or indirectly, reverse engineer, decompile, reproduce or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology included on any of our Services or in the Content. Any attempt to do so is a violation of our rights, and if You breach this restriction, You may be subject to prosecution and damages. Finally, You are strictly prohibited from accessing and/or using the Services or any Content to develop or have a third party develop, a product or service that is similar or competitive to the Services, including but not limited to any product or service that it offers.

Unprotected Risks

• Unprotected Risks At Onward’s sole discretion, consumers who violate these terms and conditions or who otherwise pose an unacceptable risk of loss as determined by Onward may be designated as an uninsurable risk. Following proper notification of such designation, Onward may rescind the protection product from affected individuals and/or orders and any collected premium will be refunded. If you would like to dispute a designation, please contact us.

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Third-Party Services

• The Sites, Services, and Intellectual Property may contain third-party software that requires notices and/or additional terms and conditions. Such required third-party software notices and/or additional terms and conditions may be requested from Company and are made a part of and incorporated by reference into these Terms of Use. By accepting these Terms of Use, User is also accepting the additional terms and conditions, if any, set forth therein.
• The Sites and Services may contain links to or be linked from other websites and resources located on servers maintained by third parties over which the Company has no control (together with any all websites and applications of the Store, collectively, “Linked Websites”). The Linked  Websites are provided for User’s convenience and information only and, as such, User accesses them at its own risk.  User agrees and acknowledges that the Company is not responsible for, and does not endorse or warrant, the content of or anything that may be delivered to User or User’s computer as a result of accessing any Linked Websites,  whether or not the Company is affiliated with the owners of such Linked Websites. WITHOUT LIMITING THE  GENERALITY OF THE FOREGOING, USER SHALL WAIVE ANY CLAIMS RELATED TO, AND THE  COMPANY IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR, USER’S ACCESS OF ANY  INFORMATION ON OR USE OF THE LINKED WEBSITES, INCLUDING BUT NOT LIMITED TO, ANY  VIRUSES OR OTHER ILLICIT CODE THAT MAY BE DOWNLOADED THROUGH A LINKED WEBSITE,  OR BY ACCESSING A LINKED WEBSITE.

Intellectual Property

• Intellectual Property We own and retain all right, title, and interest in and our Services (except for any licensed content and software components included therein). You agree not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of our Services or otherwise use our Services in any way that violates the use restrictions contained in these Terms of Use. We do not grant You any license, express or implied, to any of our intellectual property or that of our licensors. You further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation, and payment terms and pricing (if applicable) of our Services is considered our confidential and proprietary information (collectively “Confidential Information”). You retain all right, title, and interest in and to (a) all graphics, images, files, data, and other information transmitted by You to Onward in connection with its use of our Services and (b) reports and other materials generated by our Services following such transmission (collectively, “Member Data”), provided, however, that You hereby grant to us a permanent, worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Your use of our Services solely for purposes of (x) maintaining and improving our Services and (y) providing You with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding Your use of our Services compiled by us. Our graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress of Onward in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. We also reserve the right to determine and control all aspects (including all functionality) of the Service and our trade dress, as well as the right to re-design, modify and remove any or all aspects of them. You shall retain all right, title, and interest in and to all of Your logos, promotional graphics, and related marketing designs (collectively, the “Member Art”), provided, however, that You hereby grant to us a permanent, worldwide, royalty-free, non-exclusive license to use the Member Art, as well as Your corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing our products and services to third parties.

General Prohibitions

• Your use of the Services is further subject to the following additional restrictions: You represent, warrant, and agree that You will not contribute any content or otherwise use our Services or interact with our Services in a manner that: Infringes or violates the intellectual property rights or any other rights of anyone else (including us); Violates any law or regulation, including any applicable export control laws; Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; Jeopardizes the security of Your Onward account or anyone else’s (such as allowing someone else to log in to our Services as You); Attempts, in any manner, to obtain the password, account, or other security information from any other user; Violates the security of any computer network, or cracks any passwords or security encryption codes; Runs Maillist, Listserv, any form of auto-responder or “spam” on our Services, or any processes that run or are activated while You are not logged into our Services, or that otherwise interfere with the proper working of our Services (including by placing an unreasonable load on our Services’ infrastructure); “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to our Services or Content (through use of manual or automated means); Copies or stores any significant portion of the Content; Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to our Services. A violation of any of the foregoing is grounds for immediate termination of Your right to use or access our Services.

Indemnification

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

Disclaimer of Warranty

• YOUR USE OF ANY OF OUR SERVICES AND ANY OF THE CONTENT, INCLUDING BUT NOT LIMITED TO SERVICES, POLICY INFORMATION, GRAPHICS, TEXT AND HYPERLINKS OR REFERENCES TO OTHER WEBSITES, IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES IN CONNECTION WITH OUR SERVICES AND THE CONTENT. OUR SERVICES AND ALL CONTENT IS PROVIDED “AS IS”, “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, WE DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES THAT OUR SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR FREE FROM ERRORS, THAT ANY ERRORS WILL BE CORRECTED, OR THAT THE SERVICES OR CONTENT WILL BE FREE FROM MALICIOUS SOFTWARE, VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OF THE SERVICES OR ANY OF THE CONTENT, NOR THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT OR ANY OF THE INFORMATION, PRODUCTS OR SERVICES PROVIDED THROUGH THE SERVICES OR CONTENT. NO ORAL OR WRITTEN INFORMATION GIVEN BY ANY PARTY SHALL CREATE ANY SUCH WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THE ABOVE DISCLAIMER OF THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE DOES APPLY TO YOU BUT DOES NOT LIMIT OUR LIABILITY FOR A VIOLATION OF A STATUTORILY IMPOSED DUTY.

Limitation of Liability

• TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR, ANY LOSSES, DAMAGES, INJURIES, CLAIMS OR OTHER LIABILITY OF ANY KIND, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESSING OR USING OR INABILITY TO ACCESS OR USE ALL OR ANY PART OF ANY OF OUR SERVICES OR ANY OF THE CONTENT, OR YOUR RELIANCE ON SUCH SERVICES AND/OR CONTENT, OR ANY FAILURE OF PERFORMANCE, ERROR, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH SUCH SERVICES AND/OR CONTENT, REGARDLESS OF OUR NEGLIGENCE AND/OR KNOWLEDGE THEREOF. UNDER NO CIRCUMSTANCES WILL ONWARD BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO ONWARD BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF ONWARD FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A ONWARD PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A ONWARD PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. THE LAW IN CERTAIN STATES, INCLUDING NEW JERSEY, MAY NOT ALLOW THE DISCLAIMER OR EXCLUSION OF ANY OR ALL OF SUCH LIABILITY, AND AS SUCH, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THIS PROVISION DOES NOT LIMIT OR EXCLUDE OUR LIABILITY FOR OUR OWN INTENTIONAL TORTS, WILLFUL OR RECKLESS CONDUCT, GROSS NEGLIGENCE, OR VIOLATION OF A STATUTORILY IMPOSED DUTY.

Termination

• At its sole discretion, Onward may modify or discontinue the Services, or may modify, suspend, or terminate Your access to the Services, for any reason, with or without notice to You and without liability to You or any third party. Onward will not be responsible for refunding or otherwise paying any funds, amounts or credits that may be owed to You if we have suspended or terminated Your permission to use the Services. In addition to suspending or terminating Your access to the Services, Onward reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after Your right to use the Services is terminated, this Agreement will remain enforceable against You and unpaid amounts You owe to Onward for any purchases will remain due.
• International Users Services can be accessed from countries around the world and may contain references to services and content that are not available in Your country. These references do not imply that Onward intends to announce or promote the availability of such services or content in Your country. Services are controlled and offered by Onward from its facilities in the United States of America. Onward makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.

Dispute Resolution

• You agree that any dispute or claim relating in any way to Your access or use of the Services, to any products sold or distributed through the Services, or to any aspect of Your relationship with Onward, will be resolved by binding arbitration, rather than in court, except that
• (1) You may assert claims in small claims court if Your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and
• (2) You or Onward may seek equitable relief in court for infringement or other misuses of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement. IF YOU AGREE TO ARBITRATION WITH ONWARD, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST ONWARD ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST ONWARD IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

Miscellaneous

• The communications between You and Onward use electronic means, whether You visit Services or send Onward e-mails, or whether Onward posts notices on Services or communicates with You via e-mail. For contractual purposes, You
• (1) consent to receive communications from Onward in an electronic form; and
• (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Onward provides to You electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document.
• The foregoing does not affect Your statutory rights. This Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without Onward’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Onward shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both You and Onward agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the state courts located in Nashville, Tennessee or federal courts located in the District of Tennessee.
• This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Where Onward requires that You provide an e-mail address, You are responsible for providing Onward with Your most current e-mail address. In the event that the last e-mail address You provided to Onward is not valid, or for any reason is not capable of delivering to You any notices required/ permitted by this Agreement, Onward’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Such notice shall be deemed given when received by Onward by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.If any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

Terms and Conditions of Use Effective Date: 4/01/2024

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