OWNIT Terms of Use

Last Updated: September 8, 2022

EXCEPT IF YOU NOTIFY US WITHIN 30 DAYS OF YOUR INITIAL ACCEPTANCE OF THESE TERMS, THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DISPUTE BELOW GOVERN THE RESOLUTION OF CLAIMS AND DISPUTES. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN THE TERMS, PLEASE DO NOT USE THE SERVICES.

INTRODUCTION

Welcome to OWNIT.

These Terms of Use (“General Terms”) are a legal agreement between you, as a current or prospective customer of OWNIT's services (“you,” “your”) and Ownit Commerce Inc. (”OWNIT,” “we,” “our” or “us”) and govern your use of OWNIT's services, including websites, the Ownit Solutions, the Beta Services (as defined below), software, and other products, solutions and services offered by OWNIT, (collectively, the “Services”). By using any of the Services, you agree to these Terms of Use and any policies referenced within (“Policies”), including our Privacy Policy and the Arbitration Agreement, which are collectively incorporated herein by reference. You also agree to any additional terms specific to Services you use, such as those listed in the Beta Partner Agreement and the Ownit Beta Program Terms and Conditions set forth in the project orders (the “T&Cs”), and any other agreements, service exhibits, project orders that are entered into between you and OWNIT, all of which become part of your agreement with us (collectively, the “Terms”).

If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these Terms, and that business accepts these Terms. You should read all of our Terms carefully.

CHANGES TO THE TERMS

We may revise and update these Terms from time to time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website and/or communicating it to you through the Services or email (each a “Revised Version”). The Revised Version will be effective as of the time it is posted. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version.

By using our Services and providing us with your email address you consent to our using the email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other promotional messages, such as changes to features of our Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting us at privacy@ownit.co or by clicking the unsubscribe link within each promotional message. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers; however, opting out will not prevent you from receiving service-related notices.

OWNIT'S SOLUTIONS

OWNIT operates the website www.ownit.co and provides certain services and associated technologies relating to the design and deployment of e-commerce checkout links and payment solutions for products sold by a variety of brands (the “Ownit Solutions”). You must complete a Project Order in order to use the Ownit Solutions, and Ownit reserves the right to reject any Project Order. By using the Ownit Solutions, you agree to these Terms.

BETA PARTNER AGREEMENT

If you are invited by OWNIT to become a “Beta Partner”, OWNIT may provide you access to certain aspects of the Ownit Solutions in their development (the “Beta Services”). By participating in the Beta Partner Program, you agree to the T&Cs which are incorporated to these Terms by reference. By agreeing to and complying with these Terms we grant you a non-exclusive, revocable, non-transferable, limited license to use the Beta Services.

By accepting these Terms or using the Beta Services, you understand and acknowledge that the Beta Services are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Beta Services may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Services.

The Beta Services are made available to you for the purposes of evaluation and feedback without any compensation or reimbursement of any kind from OWNIT. You acknowledge the importance of communication between you and OWNIT during your use of the Beta Services and agree to receive related correspondence and updates from us. In the event you request to opt out from such communications, your participation in the Beta Program will be terminated, and your use of the applicable Beta Services will likewise be discontinued.

As part of using the Beta Services, you will be asked to provide feedback regarding your use of the Beta Services and other obligations as set forth in the T&Cs. You acknowledge that OWNIT owns any feedback provided, and you hereby grant to us, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any of our products or services at any time at our sole discretion. If we choose to publish such feedback, we will either do so in a way that does not identify you or seek your consent in the event we do wish to identify you.

We may also monitor how you use the Beta Services and use that information to improve the Beta Services or our other products and services.

You acknowledge and agree that: (i) the Beta Services constitute Confidential Information under these Terms (ii) you acknowledge that the successful market launch of commercial versions of the Beta Services requires you to keep all OWNIT data and information discussed and/or made available through or contained in the Beta Services strictly confidential; (iii) the premature release of any of the Confidential Information would damage OWNIT's competitive and intellectual property interests; and (iv) and information about the Beta Services shall not be shared with anyone other than other authorized users of the Beta Services.

Either party may terminate these Terms before the end of your participation in the applicable Beta Program for any reason or no reason upon written notice to the other party. Upon termination, you will cease using the Beta Services.

THIRD-PARTY SERVICES

Certain features and functionalities of the Services may allow you to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services. You are solely responsible for obtaining any associated licenses and consents necessary for OWNIT and its agents to use the Third-Party Services in connection with the Services, and OWNIT will not be responsible or liable for any issues, delays or liabilities that arise from any Third-Party Services.

FEES AND PAYMENT

In addition to our fees, you must pay any applicable taxes and third-party fees (including, for example, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.

If you participate in our paid Services, you authorize us to store your payment method and use it in connection with your use of the Services and the Ownit Solutions as described in the applicable agreements, service exhibits, or project orders. To avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us to continue billing your account with the updated information that we obtain.

INTELLECTUAL PROPERTY RIGHTS

You agree that we solely own and retain all right, title and interest (including intellectual property rights) in and to the Services (including the Beta Services), any underlying software, models, algorithms, tools, interfaces, databases, know-how, methods and processes used to provide or deliver the Services (including the Beta Services), and all improvements, modifications and derivative works of any of the foregoing, and all information, data, content and other materials generated by OWNIT or any third parties in connection with or incidental to the Services (including the Beta Services).

Subject to your timely payment of fees and compliance of the Terms, OWNIT hereby grants you a non-exclusive, revocable, non-transferable limited license to use the Services.

If you provide any logos or trademarks (the “Brand Materials”) to OWNIT in connection with the Services, you grant OWNIT a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify the Brand Materials in connection with providing and improving the Services. You represent, warrant and covenant that (i) you have obtained and will obtain and continue to have, all necessary rights, authority and licenses in order to grant the license to OWNIT to use the Brand Materials as permitted under these Terms and (ii) OWNIT's use of the Brand Materials in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between you and any third party.

Nothing herein gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Services and/or any other aspect of our technology, except as permitted by us.

ANY USE OF THE SERVICES NOT SPECIFICALLY PERMITTED UNDER THESE TERMS IS STRICTLY PROHIBITED. WE RESERVE THE RIGHT TO TAKE ANY ACTION WE DEEM APPROPRIATE TO ADDRESS, HANDLE AND/OR REMEDY SUCH PROHIBITED USE.

PRIVACY

Please take time to read our Privacy Policy , which explains how we collect, use, and share personal information. By using any of our Services, you agree to the Privacy Policy and acknowledge our data practices that apply to you, as set out in the Privacy Policy. You are required to familiarize yourself with the Privacy Policy prior to using the Services.

Ownit reserves the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of our Services and related systems (for example, anonymous and aggregated information concerning user behavior and use of the Services), and Ownit 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 its other offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND OWNIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OWNIT HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, BUG-FREE, VIRUS-FREE, OR ERROR-FREE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OR TRADE.

FURTHER, OWNIT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR SITE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND OWNIT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. IF YOU DECIDE TO ACCESS ANY OF THE THIRD-PARTY WEBSITES LINKED TO OUR WEBSITE, YOU DO SO ENTIRELY AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF USE FOR SUCH WEBSITES.

LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OWNIT, 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 ANY OF OUR SERVICES, 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.

IN NO EVENT SHALL OWNIT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AGGREGATE AMOUNT EXCEEDING $100.00.

CONFIDENTIALITY AGREEMENT

“Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of the Services. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Services), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes of the performance of these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

PUBLICITY

You grant us the right to add your name and company logo to our customer list and website.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless OWNIT, 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 or your use of the Services and products other than as expressly authorized in these Terms, your use of any information or data obtained from the Services, or your violation of applicable laws, rules or regulations in connection with the Services.

TERMINATION

We may terminate these Terms, or suspend or terminate your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes. You may also stop using the Services, but it will not relieve you of any obligation to pay any outstanding fees.

Furthermore, these Terms will automatically terminate upon any breach by you of any of your obligations under any of these Terms. Your breach of any of your obligations under these Terms may result in your immediate termination from use of the Services (including any Beta Services).

Upon the expiration or termination of the Terms, some or all of the Services may cease to operate without prior notice. Your fees and payment obligations, our intellectual property rights, your indemnification obligations, our warranty disclaimers and limitations of liabilities, the Arbitration Agreement, the Confidentiality Agreement, governing law, waiver and severability stated in the Terms will survive.

SANCTIONS AND EXPORT CONTROL

The Services, and your use of them, are subject to laws, restrictions, and regulations of the United States and other jurisdictions that (A) govern the import, export, and use of the Services; and (B) may prohibit us from providing the Services to you without notice. By using the Services, you agree to comply with all such laws, restrictions, and regulations, and you warrant that you are not prohibited from receiving the Services by the laws of any jurisdiction.

ARBITRATION AGREEMENT

Please read it carefully as it provides that you and OWNIT will waive any right to file a lawsuit in court or participate in a class action for matters within the terms of the Arbitration Agreement.

Unless you notify us in writing within 30 days of your first use of the Services, using or accessing the Services constitutes your acceptance of this Arbitration Agreement. Your notice must include your name, address, and the email address, and an unequivocal statement that you want to opt out of this arbitration agreement. You must mail your opt-out notice to our corporate address located at 675 Miller Ave., South San Francisco, CA 94080 or email it to info@ownit.co .

ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND OWNIT, WHETHER BASED IN CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR, AND YOU AGREE THAT OWNIT AND YOU ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. To be clear: the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms. In addition, all disputes concerning the arbitrability of a claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the arbitration agreement) shall be decided by the arbitrator, except as expressly provided below.

The arbitration will be administered by Judicial Arbitration Mediation Services, Inc. (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014 (the “JAMS Rules”) and as modified by this agreement to arbitrate.

The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The arbitrator's decision will follow the terms of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Nothing in this arbitration agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to bring an individual action (1) in a U.S. small claims court or (2) in a court of law, in accordance with the jurisdiction and venue described in these Terms, seeking (a) only temporary or preliminary individualized injunctive relief, pending a final ruling from the arbitrator or (b) public injunctive relief, pending a ruling on the substance of such claim from the arbitrator. In addition, this Arbitration Agreement doesn't stop you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

GOVERNING LAW

These Terms shall be governed by and construed under the laws of the United States (including federal arbitration law) and the State of California, without regard to conflicts of law principles. Further, you and OWNIT agree to the jurisdiction of the federal and state courts located in Santa Clara County, California, to resolve any dispute, claim, or controversy that relates to or arises in connection with these Terms or the Services that is not subject to mandatory arbitration under the Arbitration Agreement below, and waive any jurisdictional, venue or inconvenient forum objections to such courts.

WAIVER AND SEVERABILITY

No waiver by OWNIT of any term or condition set out in these Terms 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 OWNIT to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms 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 will continue in full force and effect.

ENTIRE AGREEMENT

Other than as stated in this section or as explicitly agreed upon in writing between you and OWNIT, these Terms constitute all the terms and conditions agreed upon between you and OWNIT and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral. Other terms and conditions governing use of the Services, including any other agreements, service exhibits, project orders that are entered into between you and OWNIT are incorporated herein by reference.

YOUR COMMENTS AND CONCERNS

All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: info@ownit.co