Terms and Conditions of Use

Terms

Please read the following Terms and Conditions of Use (“Terms”) carefully before using the OnPacePlus (“OnPacePlus”, “we”, “our”, or “us”) website https://onpaceplus.com/ and the services offered thereon (collectively, the “Website”).

THESE TERMS INCLUDE IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING OR USING THE WEBSITE, YOU ARE ENTERING INTO A LEGAL CONTRACT WITH ONPACEPLUS REGARDING YOUR USE OF THE WEBSITE AND YOU AGREE TO BE BOUND BY THESE TERMS AND ALL ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ANY PORTION OF THESE TERMS, YOU SHOULD NOT ACCESS OR USE THE WEBSITE.

Your Use Of The Website

We hereby grant you a non-exclusive, personal, non-transferrable, limited license to use and access the Website in accordance with these Terms. You may view, download a copy of, or print a single copy of any page from the Website: (i) solely for your personal, informational, non-commercial purposes; (ii) in accordance with these Terms; and (iii) provided that you do not remove, modify, or alter any copyright and proprietary rights notices that may be present. You may not otherwise use, modify, copy, print, display, distribute, publish, or sell any information from the Website without our express, prior, written consent.

Informational Purposes Only

The Website is provided to you as a convenience and for your information only. OnPacePlus does not warrant or represent that: (i) any materials, documents, images, graphics, logos, design, audio, video, and any other information provided from or on the Website (collectively, the “Website Content”) is accurate or complete; (ii) the Website Content is up-to-date or current; (iii) OnPacePlus has any obligation to update any Website Content; (iv) the Website Content is free from technical inaccuracies or programming or typographical errors; (v) the Website Content is free from changes caused by a third party; (vi) your access to the Website will be free from interruptions, errors, computer viruses or other harmful components; and (vii) any information obtained in response to questions asked through the Website is accurate or complete. Your use of the Website is solely at your own risk.

User-Provided Website Content

The Website permits the submission of Website Content, including, feedback, questions, comments, and suggestions (“User Website Content”). You hereby grant (and you represent and warrant that you have the right to grant) to OnPacePlus an irrevocable, non-exclusive, royalty-free, and fully-paid license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Website Content. You assume all risks associated with your User Website Content and shall be solely responsible for the User Website Content and the consequences of submitting it. OnPacePlus cannot guarantee any confidentiality with respect to any User Website Content.

Use Restrictions

You may not use the Website: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; or (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others. We reserve the right to terminate your use of the Website for violating any of the prohibited uses. You are also prohibited from using the Website to: (i) cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Website, or unduly burdening or hindering the operation and/or functionality of any aspect of the Website; (ii) attempt to gain unauthorized access to or impair any aspect of the Website, or the related systems, servers, or networks; (iii) use the Website for resale, time-sharing or other similar purposes; (iv) use the Website to stalk, harass or harm another individual; (v) impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (vi) use any portion of the Website or any Website Content in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; or (vii) decompile, reverse engineer, jeopardize the correct functioning of the Website, or disassemble the Website, or otherwise attempt to derive the source code of the software that enables or underlies the Website, except as may be permitted by applicable law.

No Warranties

YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE AND WEBSITE CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. WE MAKE NO WARRANTY THAT WEBSITE OR WEBSITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, IS OR WILL REMAIN FREE FROM ANY VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITE AT TIMES OR LOCATIONS OF YOUR CHOOSING.

Indemnification

You agree to defend, indemnify, and hold harmless OnPacePlus and our employees, service providers, clients, affiliates, and agents from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your failure to comply with these Terms; (ii) your breach of your obligations under these Terms; (iii) your use of the rights granted hereunder, including, but not limited to, any claims made by any third parties; and/or (iv) any claim that your User Website Content caused damage to a third party.

Limitation of Liability

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE, WEBSITE CONTENT AND/OR USER WEBSITE CONTENT PROVIDED IN CONNECTION WITH THE WEBSITE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE WEBSITE, WEBSITE CONTENT AND/OR ANY USER WEBSITE CONTENT PROVIDED THROUGH THE WEBSITE. ADDITIONALLY, ONPACEPLUS SHALL NOT BE LIABLE FOR NEGATIVE REPERCUSSIONS TO ANY PARTY BASED ON THE USE OF OR INABILITY TO USE THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, LOST GOODWILL OR LOST PROFITS. REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Intellectual Property

The Website Content is owned and controlled by OnPacePlus. We expressly reserve all of our intellectual property rights in and to the Website and Website Content. No portion of the Website Content may be reproduced in any form or by any means, except as provided elsewhere in these Terms. We are the owner of, or are otherwise permitted to the use, all trademarks, service marks, and logos used and displayed on the Website. Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of OnPacePlus’ trademarks, service marks, or copyrights without our prior written permission. You may not: (i) remove or obscure any copyright, trademark, digital watermarks, proprietary legends or other proprietary notices from any portion of our Website; or (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Website except as expressly permitted by OnPacePlus.

If you believe that another user of the Website is unlawfully infringing copyrighted material(s), and wish to have the allegedly infringing material(s) removed, the following information in the form of a notification, pursuant to the Digital Millennium Copyright Act (“DMCA”), must be provided to our designated Copyright Agent at c.yardley@onpaceplus.com:

Identification of the copyrighted work(s) claimed to have been infringed;
Identification of the supposedly infringing material that is to be removed;
Information reasonably sufficient to permit us to locate the material on the Website;
Your address, telephone number, or email address;
A statement that you have a good faith belief that use of the material is in fact infringing and/or not authorized by the copyright owner, its agent, or the law;
A statement that, under penalty of perjury, the information in the notification is accurate and where relevant you are authorized to act on behalf of the copyright owner; and
Your physical or electronic signature.

A provider of content subject to a claim of infringement may make a counter-notification. To file a counter-notification with us, please provide our Copyright Agent a written communication containing the following:

Identification of the supposedly infringing material that is to be removed;
A statement that, under penalty of perjury, you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your postal address is located, and that You will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and
The signature, physical or electronic, of you or a person authorized to act on your behalf.

We will promptly provide the party that provided the notice of claimed infringement with a copy of the counter-notification, and inform the complaining party that we restore the removed or disabled content within ten (10) business days. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of the counter-notification, we will restore the removed or disabled materials. Until that time, the materials will remain removed or disabled. Before filing a copyright notification with us, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether there is infringement, it may be advisable to seek legal counsel.

Termination of Service

We may suspend or terminate your right to access the Website, at any time, without notice, for conduct that we believe violates these Terms and/or is harmful to other users of the Website, to OnPacePlus, to the business of our Internet service provider, or as we otherwise deem appropriate, in our sole discretion.

Age Restrictions

You affirm that you are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms, and to abide by and comply with these Terms.

Privacy

OnPacePlus collects and uses personal information about you when you access and use the Website in accordance with our Privacy Notice the most current version of which is incorporated herein by reference.

Electronic Communications

By using the Website, you consent to receive electronic communications from OnPacePlus unless you follow applicable opt-out procedures. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

Third-Party Links

The Website may include links and Website Content provided by third parties (“Third-Party Website Content”). Third-Party Website Content is provided for your convenience and information only. Third-Party Website Content is not under our control and OnPacePlus is not responsible for the content of any Third Party Website Content. The inclusion of Third Party Website Content does not imply endorsement, affiliation, partnership, or sponsorship by OnPacePlus. Use of any Third Party Website Content is at your own risk.

Changes To These Terms

OnPacePlus may revise these Terms, the Website, the Website Content, or stop providing the Website and/or Website Content at any time and without notice to you. We encourage you to review these Terms frequently (the date of the most recent revision to these Terms appears at the end of these Terms). Your continued access or use of the Website after such posting constitutes your consent to be bound by the Terms, as amended.

Governing Law

You agree that all matters relating to your access to or use of the Website shall be governed by the laws of the State of Pennsylvania without regard to its conflict of law provisions.

Contact

If you have any questions about these Terms, please contact us at:

OnPacePlus
2 West Baltimore Pike
Media, PA 19063
800-428-4844
info@onpaceplus.com

Effective as of June 2, 2020
Last updated June 29, 2020