Terms, Conditions, Privacy Policy

TERMS & CONDITIONS

This Onboard Services Agreement (“Agreement”) is entered into today between Onboard Data Inc. with a place of business at 444 Somerville Avenue, Somerville, MA 02143 (“Company”), and the Customer (“Customer”). This Agreement includes and incorporates the Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

ONBOARD SERVICES AND SUPPORT
1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the Company’s standard commercial practice.
RESTRICTIONS AND RESPONSIBILITIES
1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
CONFIDENTIALITY; PROPRIETARY RIGHTS
1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
2. Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and © all intellectual property rights related to any of the foregoing.
3. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
PAYMENT OF FEES
1. Customer will pay Company the then applicable fees for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company fifteen (15) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
TERM AND TERMINATION
1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least fifteen (15) days prior to the end of the then- current term.
2. In addition to any other remedies it may have, either party may also terminate this Agreement upon fifteen (15) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
WARRANTY AND DISCLAIMER
1. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MISCELLANEOUS
1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Massachusetts without regard to its conflict of laws provisions.
2. Ninety (90) days after the start of the Term, the Customer agrees to reasonably cooperate with Company to serve as a reference account upon request. The Customer agrees to the use of its logo ninety (90) days after the start of the Term on Company website, if written approval is given by the Customer.

ADDITIONAL TERMS

THESE TERMS OF SERVICE AND USE APPLY TO ALL ONBOARD DATA INC. ("ONBOARD," "WE," "US," OR "OUR") WEBSITES INCLUDING http://www.onboarddata.io/ AND http://portal.onboarddata.io/ (COLLECTIVELY, THE "WEBSITES") AND TO ALL ONBOARD PRODUCTS, SOFTWARE, SERVICES, OR ANY COMBINATION THEREOF, PROVIDED TO YOU AS AND REFERRED TO HEREIN AS THE “ONBOARD SYSTEM. ” THE TERMS AND CONDITIONS SET OUT HEREIN ARE REFERRED TO HEREIN AS THE "TERMS OF SERVICE" OR "TERMS.” BY USING THE WEBSITES OR THE ONBOARD SYSTEM, YOU (1) AGREE TO BE BOUND BY THESE TERMS AND (2) WARRANT AND REPRESENT THAT YOU HAVE AND WILL CONTINUE TO HAVE FOR SO LONG AS YOU USE THE ONBOARD SYSTEM AUTHORIZATION FROM THE OWNER(S) AND/OR OCCUPANT(S) OF ANY BUILDING(S) (AS USED HEREIN, “BUILDING” INCLUDING AN ENTIRE BUILDING OR ANY PORTION THEREOF) WITH WHICH THE ONBOARD SYSTEM IS USED, TO USE THE ONBOARD SYSTEM FOR THE BUILDING, INCLUDING WITH RESPECT TO COLLECTION AND PROCESSING OF UTILITY DATA FOR THE BUILDING. IF YOU DO NOT HAVE SUCH AUTHORIZATION FROM THE OWNER(S) OR OCCUPANT(S) OF ANY SUCH BUILDING(S), OR LOSE ANY SUCH AUTHORIZATION, OR YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT USE AND/OR DISCONTINUE USE OF THE WEBSITES OR ONBOARD SYSTEM.

Our usage of your personal information shared with us through your conduct on these Websites and in use of the Onboard System is covered by Onboard’s Privacy Statement, which is a part of these Terms and is incorporated in these Terms by this reference. You may also be bound by the terms of any Onboard Software & Data Services Order Form or Onboard Services Agreement (individually or collectively, the Sales Agreement(s)) you have executed with Onboard, which are incorporated into these Terms by reference. To access and use certain services or other aspects of the Onboard System, you may be required to agree to certain additional terms and conditions. Upon execution by you of agreements including such additional terms and conditions, such terms and conditions are incorporated into these Terms. Capitalized terms used in these Terms, but not defined in these Terms have the meanings given to them in the Privacy Statement, the Sales Agreement(s), or other additional terms. In an event of any conflict between these Terms and the terms of any other agreement you have with Onboard, the terms of such other agreement will control.
Websites and Website Content
1. The Websites are copyrighted works belonging to, and are owned and operated by Onboard. The statements, information, diagrams, trademarks, service marks, trade names or other content contained or referenced in the Websites or in any communications we send you (collectively, the "Website Content") are protected by copyright laws throughout the world. Subject to these Terms, we grant you a limited license to reproduce portions of the Website Content for the sole purpose of reviewing the Website Content as an applicant for employment, a current or potential customer, current or potential business partner, current authorized installer or distributor of Onboard products, or current or potential investor of Onboard. All copyright and other proprietary notices on any Website Content must be retained on all copies. Any unauthorized reproduction, modification, distribution, or performance of any Website Content is strictly prohibited. Onboard and its licensors reserve all rights not granted in these Terms. There are no implied licenses. The trademarks, service marks and logos (“Marks”) displayed on the Websites are the property of Onboard or the property of other third parties. You are expressly prohibited from using any such Mark for any purpose, including use as metatags on other pages or websites, without Onboard’s prior written consent or the prior written consent of the third party that owns such Mark.
Software, Data, and Intellectual Property
1. Onboard provides you with software for execution on your computing devices and use with the Onboard System to (1) monitor, collect, store, and transmit to Onboard utility data from one or more sources of utility data in a Building to which you have access and authorization (from the Building owner(s) and/or occupant(s)) to provide to Onboard and to (2) receive from Onboard upon your request (e.g., via calls via one or more Application Programming Interfaces (APIs)) certain portions of that collected utility data as formatted by Onboard for presentation via the API. The Onboard System further includes software executed by one or more servers to collect, receive, interpret, format, store, and upon request provide utility data. Onboard “Software” includes any such software provided by Onboard for execution on your computing devices or one or more servers to monitor, collect, store, transmit, receive, interpret, format, store, provide, or otherwise process utility data. For the avoidance of doubt, as used herein, such Software are elements of the Onboard System. By using Onboard Software or the Onboard System, you authorize Onboard to process (including collect and transmit, and other forms of processing) all utility data (e.g., data relating to: lighting; heating, ventilation, and air conditioning (HVAC); camera; access control; other infrastructure equipment of a building; and any and all other utilities equipment of a building) that is communicated by or on any network, data bus, or other communication medium to which you connect the Onboard software, including any Modbus or Building Automation and Control (BAC) data received by the Onboard software, or stored in any flat file, database, or other data structure that you configure or otherwise instruct the Onboard software to access to retrieve data. By using Onboard Software or the Onboard System, you authorize the use of all such utility data provided to Onboard or the Onboard System to perform the Onboard services and to improve the Onboard System or any other Onboard products and services. Onboard retains ownership of all Intellectual Property Rights in and to the Software and the Onboard System, including in and to any modified, updated, or enhanced versions of such Software provided by Onboard or of the Onboard System. Such Intellectual Property Rights include (but are not limited to), with respect to the Software and/or the Onboard System, any and all now known or hereafter existing (a) rights associated with works of authorship throughout the universe, including exclusive exploitation rights, copyrights, moral rights, and mask works; (b) trademark and trade name rights; (c) trade secret rights; (d) patents, designs, algorithms, and other industrial property rights; (e) other intellectual property and proprietary rights of every kind and nature throughout the universe, whether arising by operation of law, by contract or license, or otherwise; and (f) all registrations, applications, renewals, extensions, combinations, divisions, or reissues of the foregoing. Software and access to the Onboard System is provided to you on the condition in every case that, except as expressly set forth herein, such provision does not convey any license, express or implied, under any Intellectual Property Right of Onboard except as expressly set forth herein and all other rights are reserved. Onboard grants no implied licenses. Software is provided under license and is not sold. Subject to these Terms and provided that you abide by these Terms, Onboard grants to you a non-exclusive and non-transferable license, to execute and use the Software solely in accordance with the applicable Onboard documentation (defined as user documentation furnished by Onboard) for the purpose of using the Software and/or the Onboard System to obtain the service(s) that Onboard has agreed to provide to you. You shall not, and any owner(s) or occupant(s) of any Building with which the Software is used shall not, and you shall use all reasonable endeavors to ensure that no other third party shall, reverse engineer, decompile, disassemble the Software, the Onboard System, or any component of the Onboard System, or otherwise attempt to derive the source code for the Software or other non-public material of the Onboard System.
Data Provided To You By Onboard
1. The Onboard System provides you with information (“Building Information”) regarding utilities equipment or other infrastructure equipment in a building with which you use the Onboard System. All Building Information is provided “as is” and “as available”. Onboard cannot guarantee that the Building Information is correct or up to date, or that access will be provided to Building Information at any particular time or on a timely basis. In cases where knowledge of building conditions is critical, accessing Building Information through the Onboard System is not a substitute for direct access to the building.
Your Account
1. In order to use certain services or aspects of the Onboard System, you may be required to create an account with Onboard by registering on an applicable Website ("Account"). By creating an Account and/or using the associated service, you represent and warrant that (i) you are at least eighteen (18) years of age, (ii) all required registration or other information you submit is truthful and accurate; (iii) you will update and maintain the accuracy of such information; (iv) your use of the Onboard System will not violate any applicable law, rule or regulation or the terms of these Terms; and (v) you will not attempt to circumvent any technical measures in place or otherwise use the Onboard System to gain access to data not related to your Account or otherwise relating to a building with which you are not associated. When you sign up for an Account, you may be asked to choose a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You agree to notify us immediately if you suspect any unauthorized use of your Account or access to your password. You agree not to (a) use the Account, username or password of any other user at any time; (b) allow or enable any third party to use your Account, username or password; or (c) sell, rent, borrow, or otherwise transfer your Account, temporarily or permanently, to any third party. You are solely responsible for any and all use of your Account. We reserve the right to suspend or terminate your Account for any (including due to inactivity) or no reason in our sole discretion.
Acceptable Use
1. You are solely responsible for any and all of your activities and use of Onboard System. You represent and warrant that your activities and use of any Website, service, or other aspect of the Onboard System will not: (i) violate any law, rule or regulation (including any law regarding the export of data, software or technology to and from the United States and other country/countries) or these Terms; (ii) access or attempt to access any Website or any web page thereof by any means other than the interface that is provided by Onboard (and specifically, you agree not to access or attempt to access any Website or any web page thereof through any automated means, such as, but not limited to, the use of scripts or web crawlers) and you agree, at all times, to comply with the instructions set out in any robots.txt file provided on any Website; (iii) engage in any activity of any kind that may interfere with or disrupt the functioning of any Website or the Onboard System or the servers and networks used to provide any Website or the Onboard System; (iv) involve the transmission of any unsolicited commercial or bulk email and you shall not use your Account or any Website as a return address for unsolicited commercial mail originating elsewhere; (v) collect, harvest, mine or engage in any other activity to obtain personal information or any other information about others except with their express written consent and of which consent you shall maintain a written record for a period of three (3) years after any termination of this Agreement; (vi) remove from any Website Content or falsely add to any Website Content, any copyright, trademark or other legal or proprietary rights notices, author attributions or other information such as origin or source of such Website Content; (vii) create a false identity for the purpose of misleading others (including, posing as an Onboard employee or agent); (viii) violate the rights of Onboard or any third party (including other users’ rights) or abuse, defame, harass, stalk or threaten another; or (ix) create liability for Onboard.
Descriptions and Specifications of Products, Services, and System
1. The descriptions and specifications of the Onboard System on the Websites are subject to change at any time, whether or not reflected in such descriptions or specifications. You agree that descriptions and specifications of the Onboard System on the Websites do not create any obligations or liabilities for Onboard. We may modify, suspend or discontinue any or all of the Websites, services, or other aspects of the Onboard System at any time, for any or no reason, in our sole discretion.
Disclaimers
1. THE WEBSITES, WEBSITE CONTENT, AND ONBOARD SYSTEM (FOR THE AVOIDANCE OF DOUBT, INCLUDING THE SOFTWARE) ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THERE ARE NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ACCURACY, SYSTEM INTEGRATION, TIMELINESS OR SATISFACTORY QUALITY. WE DO NOT WARRANT THAT USE OF ANY WEBSITE OR THE ONBOARD SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS IN THE WEBSITES OR SYSTEM WILL BE CORRECTED, THAT OUR WEBSITES, WEBSITE CONTENT, OR SYSTEM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT CONTENT AVAILABLE VIA THE WEBSITES OR THE ONBOARD SYSTEM (INCLUDING BUILDING INFORMATION AVAILABLE VIA THE ONBOARD SYSTEM) WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT. WE MAKE NO WARRANTY THAT OUR WEBSITES, WEBSITE CONTENT, OR SYSTEM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO OUR WEBSITES, WEBSITE CONTENT, OR SYSTEM ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF YOUR FIRST USE OF THE APPLICABLE WEBSITE OR SYSTEM. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR NETWORK OR LOSS OF DATA THAT MAY RESULT IN THE DOWNLOAD OR UPLOAD OF ANY WEBSITE CONTENT. ONBOARD DOES NOT PROVIDE ANY WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ACCURACY, SYSTEM INTEGRATION, TIMELINESS OR SATISFACTORY QUALITY, REGARDING ITS SYSTEM IN THESE TERMS.
Limitation of Liability
1. You agree that, to the full extent permitted by applicable law, Onboard has no liability for indirect, incidental, exemplary, punitive or consequential damages with respect to these Terms or any of the Websites, services, or Onboard System provided hereunder even if we have been advised of the possibility of such damages. We shall not be liable for any damages resulting from your access to or use of, or inability to access or use, the Websites or Onboard System, or from your reliance on any of the Websites, Website Content, or Onboard System, or your use or reliance on Building Information provided to you by the Onboard System. In no event shall our aggregate cumulative liability with respect to these Terms or any of the Websites, Website Content, or Onboard System provided hereunder exceed one hundred U.S. Dollars (100 USD). The foregoing disclaimers, waivers and limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the limitation or exclusion of liability, so the above limitations may not apply to you.
Automated Updates of Software
1. The Software of the Onboard System that you install and use in connection with the Onboard System may automatically download and install updates (including bug fixes) from time to time. These updates (including bug fixes) are intended to improve your experience in using the Software and the Onboard System. You agree to receive such updates (including bug fixes) from Onboard as part of your use of the Onboard System.
Security
1. Security is a high priority for Onboard and we make reasonable efforts to protect your Account, your utility data, and your other content. Services of our Onboard System (including some software) are hosted by, and utility data or other content you provide to Onboard is stored by, a hosting provider that is making reasonable efforts to protect your Account and Content. However, no company, including Onboard or the hosting provider, can fully eliminate security risks related to handling data on the Internet. You acknowledge, understand, and agree that we cannot and do not guarantee the security of your utility data or other content while it is transmitted over the Internet or stored by our Onboard System.
Indemnity
1. You agree to indemnify and hold Onboard, our affiliates, officers, employees, agents, partners, and other users, harmless from and against any and all loss, cost (including attorneys’ fees), liability, damage, and expense arising from or relating to any claim or demand made by any third party (including other users, or owner(s) or occupant(s) of any building with which you use the Onboard System) arising out of or related to your use of any of the Websites, Website Content, or Onboard System, your violation of these Terms, or your violation of any rights of any third party.
Release
1. To the extent permitted under applicable law, you hereby release Onboard from any liability related to: (i) any incorrect or inaccurate Website Content, whether caused by any user of the Onboard System or any Website or by any of the equipment or programming associated with or utilized in the Onboard System or in the provision of the Websites; (ii) the conduct, whether online or offline, of any user of the Onboard System or any Website; (iii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or Website Content on account of technical problems or traffic congestion on the Internet or at any Website, or combination thereof, including injury or damage to any person’s computer related to or resulting from participating or downloading materials in connection with the Onboard System or Websites; (iv) any loss or damage caused by or in reliance upon any Website Content or content transmitted by and to you or other users by the Onboard System (including the Building Information), or any interactions between users of the Onboard System or any Website, whether online or offline; (v) any loss or damage caused by your providing of utility data for one or more building(s) to the Onboard System, including claims of loss or damage from any owner(s) or occupant(s) of such building(s) and including any claim that your providing of the utility data to the Onboard System violated any data privacy rights of any such owner(s) or occupant(s); and (vi) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Website, the Onboard System, or user communication. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Changes
1. These Terms are subject to occasional revision, and if Onboard makes any substantial changes to these Terms, we will notify you by prominently posting notice of the changes on the Websites or sending you an e-mail to the address that you provided for your Account. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of notice of the changes on the Websites. These changes will be effective immediately for new users of the Websites or the Onboard System. If you do not agree to the changes, you must cease your use of the Websites and the Onboard System. By using any of the Websites or the Onboard System, you agree to be bound by any such changes and, therefore, you should periodically visit the Websites to examine the then-current Terms. Please note that at all times you are responsible for updating any e-mail address that you have provided to us for your Account. If the e-mail address you have provided to us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
Jurisdiction
1. These Terms and any action related to these Terms are governed by the laws of the Commonwealth of Massachusetts, United States of America, without giving effect to any conflicts of laws principles that would require the application of the law of a different state or jurisdiction. Venue and jurisdiction for any claims arising from these Terms shall be in a federal court in the District of Massachusetts having jurisdiction or in the Massachusetts state courts. By using any of the Websites or the Onboard System you consent to the personal jurisdiction and venue of these courts.
Miscellaneous
1. These Terms, the Privacy Statement, the Sales Agreement(s), and any additional agreement between you and Onboard constitute the entire agreement between you and Onboard regarding your use of the Websites and the Onboard System. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. As used in these Terms, the word "including" means "including but not limited to." Onboard websites and the Onboard System are not directed to, and should not be used by, children or other minors under the age of sixteen (16), you warrant that you are over the age of eighteen (18) and are legally competent to enter into contracts, and you represent you will not use the Onboard System or Websites with or for any child or other minor. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from us, in violation of United States export laws or regulations. Neither the rights nor obligations arising under these Terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect. We may assign this Agreement without restriction.

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