Terms of Use

OneClick, LLC. Terms of Use

Last Updated: Nov. 19 2019

Acceptance of the Terms of Use

Welcome to the website of OneClick, LLC ("Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of website http://www.oneclickcode.com, any sub-domains thereof, API integrations or widgets we offer, messaging, mobile applications (including the CODE REPORTS application, the “Mobile Application”), or any of the services or features accessible therein, and any other website or web pages we own or operate that include a link to this statement and any services provided through our website (the "Website"), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website or Mobile Application. By using the Website, Mobile Application, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at www.oneclickcode.com/privacy-policy incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website or Mobile Application.

The Website and Mobile Application is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website and Mobile Application thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website.

Your continued use of the Website and Mobile Application following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Mobile Application and Account Security

We reserve the right to withdraw or amend this Website and Mobile Application, and any service or material we provide on the Website or Mobile Application, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website or Mobile Application is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website or Mobile Application, or the entire Website or Mobile Application, to users, including registered users.

You are responsible for:

To access the Website or Mobile Application, or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and Mobile Application that all the information you provide on the Website and Mobile Application is correct, current and complete. You agree that all information you provide to register with this Website or Mobile Application or otherwise, including but not limited to through the use of any interactive features on the Website and Mobile Application, is governed by our Privacy Policy www.oneclickcode.com/privacy-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website, Mobile Application, or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Content and Services.

The Website or Mobile Application may provide you with access to certain and products and services accessible thereon, and certain features, functionality and content accessible on or through the Website alone or via a mobile application, including the Roofing Code Report, other regulatory and building code reports, online or cloud-based storage of reports and other information, the ability to email, print, or share the reports, and other such functionality as may be available (collectively, "Content and Services" which includes Free Content and Services and Paid Content and Services as defined below). Your access to and use of such Content and Services are governed by these Terms of Use and the Privacy Policy located at www.oneclickcode.com/privacy-policy which are incorporated herein by this reference.

Some of the Content and Services are provided to you free of charge (“Free Content and Services”).    Such Free Contented and Services consist of the provision of a maximum of 10 Roofing Code Reports per month, per user, with the following data points:

Other Content and Services can be purchased by a Customer, either as an individual report purchase, or by purchasing a subscription to receive a variety of reports or services over a period of time (“Paid Content and Services”).  These purchases can be made by the Customer through the Company Website or Mobile Application and are subject to the terms of Terms of Sale and Subscription Agreement available www.oneclickcode.com/terms-of-sale-and-subscription-agreement incorporated herein by reference.

Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Privacy Policy, Terms of Sale and Subscription, and/or to register with the Website and your failure to do so may restrict you from accessing or using certain of the Website's features and functionality. Any violation of such Privacy Policy, Terms of Sale and Subscription will also be deemed a violation of this Agreement.

Intellectual Property Rights

The Website, Mobile Application, and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), and the Content and Services, are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You must not:

No right, title or interest in or to the Website and Mobile Application or any content on the Website and Mobile Application is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website and Mobile Application not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website and Mobile Application are the trademarks of their respective owners.

Your responsibilities

You shall not copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the Website or Mobile Application or the Content and Services in order to ascertain, derive, or appropriate for any reason or purpose, the object code, source code or source listings for the Website or Mobile Application or any other trade secret information or process contained in the Website or Mobile Application without the prior express written consent of Company. You shall not create derivative works based on the Website or Mobile Application; copy, frame or mirror any part or content of the Website or Mobile Application, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes; access the Website or Mobile Application in order to build a competitive product or service; or copy any features, functions or graphics of the Website or Mobile Application without the prior express written consent of Company.

You shall not alter or remove any notices, graphics or text contained on or in the Website or Mobile Application; or modify the Website or Mobile Application in any form, without the express written consent of Company. Any modifications you make to the Website or Mobile Application will remain the property of Company and/or its licensor(s).

You shall not make the Website or Mobile Application available to any third party users; You shall not sell, resell, rent or lease the Website or Mobile Application or any right to access or use the Website or Mobile Application; You shall not use the Website or Mobile Application to store or transmit infringing, libelous, or otherwise unlawful or tortious materials, material in violation of third-party privacy rights, or malicious code of any kind; You shall not interfere with or disrupt the integrity or performance of the Website or Mobile Application or third-party data contained therein; and You shall not attempt to gain unauthorized access to the Website or Mobile Application or its related systems or networks.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

Additionally, you agree not to:

Your Content

“Your Content” shall mean any audio, video text, images or other material you submit to display on this Website or Mobile Application. By submitting Your Content, you grant the Company a non-exclusive, worldwide irrevocable, sub licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.  Your Content must be your own and must not be invading any third-party’s rights.

The Company reserves the right to remove any of Your Content from this Website, or from access through the Mobile Application at any time without notice.

Subscription and Order Content

If you have ordered any specific individual reports from the Website or Mobile Application, these reports will be saved on the Website and/or accessible through the Mobile Application for a period of 365 days.  If you have subscribed to certain Content and Services subject to a subscription order, any reports ordered pursuant to your subscription will be saved on the Website and/or accessible through the Mobile Application only during the term of your subscription.

Reliance on Information Posted

The information presented on or through the Website or any Mobile Application, include all Content and Services are made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on all Content and Services by you or any other visitor to the Website or use of any Mobile Application, or by anyone who may be informed of any of its contents or any of the Content and Services.

Changes to the Website and Mobile Application

We may update the content on this Website or Mobile Application from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website or Mobile Application may be out of date at any given time, and we are under no obligation to update such material. Updates may modify or delete in their entirety certain Content or Services or other features of functionality of the Website or Mobile Application. You agree that Company has no obligation to provide any updates or to continue to provide or enable any particular features or functionality of the Website or Mobile Application.

Information About You and Your Visits to the Website and use of Mobile Application

All information we collect on this Website and Mobile Application is subject to our Privacy Policy www.oneclickcode.com/privacy-policy By using the Website and Mobile, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Social Media

As part of the functionality of the Website and Mobile Application, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Website or Mobile Application; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.  PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

Guidelines For Reviews

We may provide you areas on the Website or Mobile Application to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate.  Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners.  We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property.  We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.  You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions.  You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Third-Party Materials and Third Party Indemnification Obligations

The Website, Mobile Application and Content and Services may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.

Geographic Restrictions

The owner of the Website and Mobile Application is based in the state of Colorado in the United States. We provide this Website and Mobile Application for use only by persons located in the United States. We make no claims that the Website, Mobile Application or any of its content is accessible or appropriate outside of the United States. Access to the Website or Mobile Application may not be legal by certain persons or in certain countries. If you access the Website or Mobile Application from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Payment Terms and Conditions for Content and Services

Certain Content and Services can be purchased by a Customer, either as an individual report purchase, or by purchasing a subscription to receive a variety of reports or services over a period of time.  These purchases can be made by the Customer through the Company Website or Mobile Application and are subject to the Terms of Sale and Subscription found at www.oneclickcode.com/Terms-of-Sale-and-Subscription-Agreement.

Account Suspension or Termination

We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the or profile, or receive assistance from our support teams; (b) if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, blocked, suspended, deactivated, cancelled, or otherwise penalized in any way, and why this action has been taken, You may cancel your use of the Mobile Application and/or terminate your Account at any time by sending an email to (code@oneclickcode.com) and request that your account be “deleted”. Please note that if your Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, any reviews.

Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and OneClick agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with OneClick as follows:

Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach OneClick's support department at code@oneclickcode.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the OneClick support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms or previous versions of these Terms (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of the application shall be finally settled by binding arbitration, as described below.

Where the relief sought is $10,000 or less and you do not wish to bring the claim in small claims court, the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their applicable Arbitration Rules & Procedures effective at the time a claim is made. Currently, to start, you may initiate arbitration proceedings on the FairClaims website www.fairclaims.com. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

Where the relief sought is $10,001 or more, resolution shall be in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To start an arbitration with JAMS, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsdenver.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 410 17th St #2440, Denver CO 80202; and (c) send one copy of the Demand for Arbitration to OneClick at 333 W Hampden Ave, Suite 715, Englewood CO 80110, ATTN: Legal. You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, OneClick will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of Colorado, United States of America. You and OneClick further agree to submit to the personal jurisdiction of any federal or state court in Denver County, Colorado in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND ONECLICK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on OneClick) written notice of your decision to opt out to code@OneClickcode.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of the later of the Effective Date of these Terms or your first use of the account; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, OneClick also will not be bound by them.

Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, Website or Mobile Application will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, MOBILE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR MOBILE APPLICATION OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE AND MOBILE APPLICATION, ITS FUNCTIONS AND FEATURES, ACCESS TO ANY CONTENT AND SERVICES PROVIDED UNDER ANY SUBSCRIPTION AGREEMENT OR SALE, OR ITEMS OBTAINED THROUGH THE WEBSITE OR MOBILE APPLICATION IS AT YOUR OWN RISK. THE WEBSITE, MOBILE APPLICATION, AND THEIR FUNCTIONS AND FEATURES, CONTENT AND SERVICES, OR ITEMS OBTAINED THROUGH THE WEBSITE OR MOBILE APPLICATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE OR MOBILE APPLICATION. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, MOBILE APPLICATION OR THEIR CONTENT AND SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR MOBILE APPLICATION WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE, MOBILE APPLICATION, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR MOBILE APPLICATION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

NO ADVICE OR INFORMATION WHETHER ORAL OR WRITTEN OBTAINED BY OR FROM THE COMPANY OR THROUGH OR FROM THE WEBSITE OR MOBILE APPLICATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, MOBILE APPLICATION, OR ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR THE MOBILE APPLICATION OR ANY CONTENT AND SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website or Mobile Application, including, but not limited to, your User Contributions, any use of the Content and Services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website or Mobile Application. Furthermore, you agree that OneClick, LLC assumes no responsibility for the content you submit or make available through the Website or Mobile Application.

Governing Law and Jurisdiction

All matters relating to the Website, Mobile Application, and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use, Website or Mobile Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE WEBSITE OR MOBILE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy, Terms of Sale, and any Mobile Application End User License Agreement constitute the sole and entire agreement between you and OneClick, LLC with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Digital Millennium Copyright Act (DMCA) Notice And Policy

Notifications

We respect the intellectual property rights of others.  If you believe that any material available on or through the Website or Mobile Application infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”).  A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.  Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Website infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Website or Mobile Application are covered by the Notification, a representative list of such works on the Website or Mobile Application; (3) 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 us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has 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 (6)  a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Website or Mobile Application as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent

ATTN: Copyright Notification OneClick, LLC
333 W Hampden Ave, Suite 715
Englewood, CO 80110

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