Terms of Service
Effective date: April 27, 2020
This Terms of Service Agreement (“Agreement”) constitutes a legally binding agreement and applies to your use of (a) www.onfielder.com and all corresponding domains, subdomains, web pages and websites associated therewith (the “Site”), and (b) any other content, applications, features, functionality, information and services offered on or through the Site (collectively the “Services”), which are offered to you by Onfielder, Inc. (“Onfielder”, “we”, “us” or “our”).
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Acceptance of Terms
Users are either Registered Users or Visitors. Registered Users are users who have registered with Onfielder and have current access to our programs. Visitors are users who are accessing unregistered portions of our Services including educational content or materials. This Agreement applies to all Users (also referred to as “you” or “your”). By using the Services, you acknowledge and agree that you shall comply with this Agreement and any additional terms and conditions that we provide to you in connection with the Services.
We may modify this Agreement from time to time. Your continued use of the Services after any modification to this Agreement shall constitute agreement to the modified Agreement. We will provide or display notices of material changes on the Services and/or e-mail you or notify you about these changes, provided that the form of such notice is at our discretion. Once we post or make available such changes on the Services, these changes become effective immediately and if you use the Services after they become effective it will signify your agreement to be bound by such changes. Please check back frequently and review this Agreement regularly so you are aware of the most current rights and obligations that apply to you.
In order to use the Services, you (a) must be 18 years of age of older, or be 13 years of age or older and have the consent of your parent or guardian. By using the Services, you represent, warrant and covenant to Onfielder that you meet the foregoing eligibility requirements and further acknowledge and agree that certain features of the Services may be subject to heightened age and/or other eligibility requirements and restrictions.
In order to access and utilize content, features, and/or functionality of the Services, we require that you register with Onfielder using your email address and password. These represent your User Credentials.
If you elect to become a registered User of the Services, you are responsible for maintaining the confidentiality of your User Credentials, and you shall be responsible and liable for any access to or use of the Services by you or any person or entity using your User Credentials, whether or not such access or use has been authorized by you or on your behalf, and whether or not such person or entity is your employee or agent.
It is therefore critical that you do not share your User Credentials with anyone, and you should use particular caution when accessing your User Account from a public or shared computer so that others are not able to view or record your User Credentials or access your User Account. You agree to immediately notify Onfielder of any unauthorized use of your User Credentials or User Account, or any other breach of security. We reserve the right to deny access, use and registration privileges to any User of the Services if we believe there is a question about the identity of the person trying to access any User Account or element of the Services.
Access To and Usage Of The Services
In order to access Programs, you must be a Registered User. Without limiting the foregoing, you may not access Programs if the term of your paid access has lapsed or if you have violated any term of this Agreement.
We reserve the right to withdraw or amend the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Site, to registered Users and/or otherwise, as we determine in our sole discretion.
You further acknowledge and agree that certain Services (in whole or in part), and certain content contained therein, may be accompanied by technology and/or other restrictions (e.g., digital rights management technology, etc.) that protect digital information and content from unauthorized use and access and may limit and restrict your usage of such same in accordance with certain rules and restrictions. You agree to comply with such rules and restrictions at all times, and shall not violate or attempt to violate any security components thereof.
Term And Termination
To the extent you choose to purchase Onfielder products/services, you represent and warrant that (i) you are 18 years of age or older and (b) you agree to pay, in full, any and all applicable fees and charges (including, without limitation, all applicable taxes) as they become due, and your failure to pay any such fees may result in the termination of your User Account.
Some Programs have a 7-day no-questions-asked refund policy and such refund policy will be expressly provided with the materials for any such Program. Onfielder does not guarantee refunds on any fees or charges related to Onfielder products/services, including, without limitation, for lack of usage or dissatisfaction.
You acknowledge and agree that we may utilize certain third party operational service providers, including, without limitation, third-party payment systems, in connection with your purchases via Onfielder. All purchases made through these third party operational service providers are subject to their respective terms and conditions of use.
All charges on the Site are facilitated through Stripe, a third-party payment processing service. Users making a purchase on the Site must agree and are subject to Stripe’s Terms of Service. Onfielder may replace its third-party payment processing services without notice to you.
Intellectual Property Rights
Onfielder (and/or its licensors) own all right, title and interest in and to the Services, including, without limitation, all audio/visual content, artwork, photographs, illustrations, graphics, logos, copy, text, computer code, software, music, data, user interfaces, visual interfaces, information, materials, and all copyrightable or otherwise legally protectable elements of the Services, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Services, and any copyrights, trademarks, service marks, trade names, trade dress, patent rights, database rights and/or other intellectual property and/or proprietary rights therein (including with respect to any content contained and/or made available in any advertisements or information presented to you via the Services).
The Services are to be used solely for your non-exclusive, non-assignable, non-transferable, non-commercial and limited personal use in accordance with the terms and conditions of this Agreement, and for no other purposes, and except as expressly authorized by Onfielder herein.
You shall not, nor shall you allow any third party (whether or not for your benefit or otherwise) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third-party website or platform), or otherwise use, the Services, including, without limitation, any content therein, without the express, prior written consent of Onfielder or its owner if Onfielder is not the owner.
You further understand and agree that the framing or scraping of or in-line linking to the Services and/or the use of Web crawler, spidering or other automated means to access, copy, index, process and/or store any content made available on or through the Services other than as expressly authorized by us is prohibited. You further agree to abide by exclusionary protocols (e.g., Robot.txt, Automated Content Access Protocol (ACAP), etc.) that may be used in connection with the Services.
Rules For Using The Services
The Services are to be used solely for your non-exclusive, non-assignable, non-transferable, non-commercial and limited personal use and for no other purposes. You are solely responsible for your conduct in connection with the Services.
You may not:
- alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Services
- modify, reverse engineer, decompile or disassemble any part of the Services, whether in whole or in part
- create any derivative works from any part of the Services, or encourage, assist or authorize any other person in doing so
- allow any third party (whether or not for your benefit or otherwise) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third-party website or platform), or otherwise use or share the Services, including, without limitation, any content therein, without the express, prior written consent of Onfielder or its owner if Onfielder is not the owner
- engage in or encourage conduct that (a) would violate any applicable law or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other third party, (b) affects adversely or reflects negatively on Onfielder, its affiliates, the Services, our goodwill, name or reputation or causes duress, distress or discomfort to us or anyone else, and/or (c) discourages any person or entity from using all or any portion, features or functions of the Services, or from advertising, linking or becoming a supplier to us in connection with the Services
- modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Services or the rights or use or enjoyment of the Services by any other User
- impersonate any person or entity or falsely state or otherwise represent your affiliation with a person or entity
- solicit passwords or personally identifiable information for commercial or unlawful purposes from other Users or engage in spamming, flooding, harvesting of email addresses or other personal information, “spidering”, “screen scraping”, “phishing”, “database scraping”, or any other activity with the purposes of obtaining lists of other Users or other information
We do not acquire any title or ownership rights in the User Content that you submit and/or make available. After you submit, post, display, transmit or otherwise make available any User Content, you continue to retain any such rights that you may have in such User Content.
You agree that (i) you have no expectation of privacy in any User Content and (ii) no confidential, fiduciary, contractually implied or other relationship is created between you and Onfielder by reason of your transmitting User Content to any area of or in connection with the Services. You agree that all User Content is the sole responsibility of the person from which such User Content is originated. This means that you are solely and entirely responsible for the consequences of all User Content that you submit, upload, post, email, display, transmit or otherwise make available.
You may not submit, post, email, display, transmit or otherwise make available any User Content that is or may be construed as in violation of this Agreement, as determined in Onfielder’s sole discretion.
You agree to use communication methods available on the Programs only to send communications and materials related to the subject matter for which Onfielder provided the communication method, and you further agree that all such communications by you shall constitute User Content and shall be subject to and governed by this Agreement.
By using any of the communications methods available on the Services, you acknowledge and agree that (a) all communications methods constitute public, and not private, means of communication between you and the other party or parties, (b) communications sent to or received from third party service providers or other third parties are not endorsed, sponsored or approved by Onfielder in any manner (unless expressly stated otherwise by Onfielder) and (c) communications are not screened, monitored or pre-approved by Onfielder in any manner, though Onfielder reserves the right to do so at any time at its sole discretion in accordance with this Agreement.
If you are a Registered User, you hereby provide your consent to receive communications and notices (collectively, “Notices”) that we provide in connection with your User Account and your use of the Services. Notices may include, without limitation, e-mail and in-Site messaging and chat communications. In addition, Notices may include emails with promotional, marketing, and advertising information and recommendations that we believe may be of interest to you. Consistent with federal CAN-SPAM laws, if you do not wish to receive commercial emails, you may unsubscribe following the instructions on any email. We may still send you administrative and transactional Notices, however, such as, but not limited to, information about your User Account, confirmation of your registration for Programs, payment information and receipts, information about your progress or other services that may be necessary to provide you with Programs.
You agree to indemnify, defend and hold Onfielder, its affiliates, and their respective successors and assigns, directors, officers, employees, representatives, agents, licensors, Advertisers, operators, suppliers and service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with (a) your use of the Services, (b) your breach and/or violation this Agreement and/or (c) your User Content. Onfielder reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.
You are solely responsible for your interactions with the Site and associated Services. To the extent permitted under applicable laws, you hereby release Onfielder from any and all claims or liability related to any product or service provided by third-parties, any action or inaction by third-parties, including third-party’s failure to comply with applicable law, and any conduct or speech, whether online or offline, of any other user.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
THE SERVICES, AND ALL CONTENT, PRODUCTS, SERVICES AND USER CONTENT MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THE SERVICES AND THIS SITE, AND ALL CONTENT, PRODUCTS, SERVICES AND USER CONTENT ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, USER CONTENT ASSOCIATED WITH YOUR USE OF THE SERVICES. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THE CAPACITY OF THE SERVICES, IN THE AGGREGATE AND FOR EACH USER, IS LIMITED. CONSEQUENTLY, SOME MESSAGES AND TRANSMISSIONS MAY NOT BE PROCESSED IN A TIMELY FASHION OR AT ALL, AND SOME FEATURES OR FUNCTIONS MAY BE RESTRICTED OR DELAYED OR BECOME COMPLETELY INOPERABLE. AS A RESULT, YOU ACKNOWLEDGE AND AGREE THAT ONFIELDER ASSUMES NO LIABILITY, RESPONSIBILITY OR OBLIGATION TO TRANSMIT, PROCESS, STORE, RECEIVE OR DELIVER TRANSACTIONS AND YOU ARE HEREBY EXPRESSLY ADVISED NOT TO RELY UPON THE TIMELINESS OR PERFORMANCE OF THE SERVICES FOR ANY TRANSACTIONS. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES, ACCORDINGLY SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS AGREEMENT MAY NOT APPLY TO YOU.
YOU FURTHER UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ONFIELDER, ITS AFFILIATES, AND EACH OF THEIR SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATORS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SERVICES OR FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
LIMITATION ON TIME TO FILE CLAIMS
ANY PROVISION WHICH MUST SURVIVE IN ORDER TO ALLOW US TO ENFORCE ITS MEANING SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT; HOWEVER, NO ACTION ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES, REGARDLESS OF FORM OR THE BASIS OF THE CLAIM, MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ARISEN (OR IF MULTIPLE CAUSES, FROM THE DATE THE FIRST SUCH CAUSE AROSE).
The failure of Onfielder to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Onfielder without restriction, notice or other obligation to you.
This Agreement contains the entire understanding and agreement between you and Onfielder concerning the Services and supersedes any and all prior or inconsistent understandings relating to the Services and your use thereof.