Onioning Terms of Service

Thank you for your interest in Onioning.com ("Onioning"). The following terms and conditions govern your registration and use of Onioning.

Effective Date

August 3, 2009

Terms of Service to Use Onioning Products

By using or registering for a Onioning Product (defined below), you agree to these terms and conditions ("Terms of Service") and the Onioning Privacy Policy. You reaffirm your acceptance of the then-current Terms of Service each time you use a Onioning Product. If the Terms of Service is not acceptable to you, you must discontinue using the Onioning Products immediately. You cannot use or sign up for Onioning Products until you have accepted these Terms of Service.

Onioning Products

For purposes of these Terms of Service, the term "Onioning Products" shall mean Onioning software, Onioning services, Onioning websites (including, but not limited to, Onioning.com) and all other software, features, tools, web sites and services provided by or through Onioning.com.

Amended Terms of Service

Onioning may change the Terms of Service at any time and in its sole discretion. The modified Terms of Service will be effective immediately upon posting and you agree to the new posted Terms of Service by continuing your use of the Onioning Products. Onioning may at its sole discretion provide a prior notice before any material changes take effect. If you do not agree with the modified Terms of Service, your only remedy is to discontinue using the Onioning Products and cancel your registration. You agree to accept any and all notices electronically.

Requirements for Use

The Onioning Products are intended for general audiences. You represent and warrant that you have adequate legal capacity to enter into binding agreements such as these Terms of Service. Some Onioning Products may require the user to register and provide information to Onioning, such as name, e-mail address, Messenger username and password, gender, date of birth, zip code (the "Registration Information"). If you register for any Onioning Product, you agree to provide accurate and complete Registration Information and you agree to keep such information current.

You will need a User Name issued by Onioning. You can register for a User Name on the Onioning service. You may not (1) select or use a User Name of another person with the intention of impersonating that person, (2) use a User Name of anyone else without authorization, (3) use a User Name in violation of the intellectual property rights of any person or (4) use a User Name that Onioning considers in its sole discretion as being inappropriate.

Security

Onioning implemented commercially reasonable technical and/ or organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, disclosure or theft. However, Onioning does not guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information for improper purposes, including, but not limited to, decryption of encrypted user names and passwords provided through registration or other usage. You fully accept risks of accidental loss and from unauthorized access, use, alteration, disclosure or theft and you acknowledge that you provide your personal information at your own risk.

Inactive Status

Onioning may cancel the registration and User Names and delete any e-mail or data any Onioning Product of any registered user who does not have current information, who is inactive or who Onioning has determined in its sole discretion has not used such User Name for a period of one (1) year. If your User Name is canceled, you will need to re-register for a Onioning Product and obtain a new User Name to gain access to registration-based features and tools. If the User Name that you previously used and which was canceled has not been taken by another registered user of Onioning, you may re-register with your canceled User Name. You agree that Onioning has no responsibility or liability for the deletion or failure to store any data that is stored automatically or intentionally.

User Information

The Onioning Privacy Policy explains how Onioning collects and uses information and the choices you have with that information. You consent to Onioning using your registration information and other information collected by Onioning under the terms of the Onioning Privacy Policy. By registering with or using Onioning Products, you consent to the collection and use of your personal information and the transfer of this information to the United States or other countries for the processing and storage by Onioning. If you chooses to accept installation of plugin to user’s web browsers, such program may check the URL that you browse or visit and may deliver such information to Onioning server. Such user’s URL access information may be used to improve the user’s experience.

User Responsibilities

You are responsible for all activity made by you or anyone you allow to use your Onioning account and User Name, including your family or friends. You agree to keep confidential the passwords associated with your account. You agree to indemnify and hold harmless Onioning for losses incurred by Onioning or another party due to someone else using your account or password as a result of your failure to use reasonable care to keep your account information confidential or as a result of your failure to use reasonable care while using Onioning Products.

You are responsible for any and all liabilities that may be related to any materials you post or make available on or through the Onioning Products, including message board posts, chat participation and homepages.

Communications

You are responsible for obtaining your own Internet access, such as maintaining all telephone, computer hardware and other equipment needed for access to and use of the Onioning Products, and all charges related thereto. Any telephone or other communications charges incurred by you to access Onioning are your responsibility. If you are accessing Onioning through a telephone line, please call your local phone company to determine if the access numbers you select are subject to long distance or other toll charges at your location. Also, your carrier, such as a wireless carrier, may charge service fees for alerts, text messaging (including receiving/sending instant messages and e-mail), web browsing and other services that require the use of airtime and wireless data services. Check with your carrier to verify the fees that may apply to you.

Lawful Purposes Only

You may use Onioning Products for lawful purposes only. You may not post on or transmit any material that (1) violates or infringes in any way upon the rights of others, (2) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent or otherwise objectionable, (3) encourages conduct that would constitute a criminal offense, or (4) otherwise violates any law. You also may not undertake any conduct that, in Onioning's sole discretion, restricts or inhibits any other user from using or enjoying the Onioning Products.

No Spam, Bulk Email or Bulk Instant Messages

You may not use Onioning Products or content information including communication tools such as e-mail, instant messaging, chat services and message track system to or for purpose of send unsolicited bulk communications, including through e-mail or instant messages. Similarly, you may not authorize others to use your account or sub-accounts to send unsolicited bulk communications, or cause unsolicited bulk communications to be sent by someone else. You may not harvest or collect information about Onioning users from Onioning Products, including User Names, and use that information for the purpose of sending unsolicited bulk communications. Any violation of these provisions may result in immediate termination of your account and further legal action. You agree that Onioning may take any legal and technical remedies to prevent unsolicited bulk communications from entering, utilizing or remaining within Onioning's networks.

Content Use

Onioning, its vendors and Onioning users who lawfully post content such as information, software, games, communications, photos, video, graphics, music, sound and other materials on Onioning Products own the property rights to that content. The content is protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and also may have security components that protect digital information only as authorized by Onioning or its vendors. You agree that you will not take any action to interfere with Onioning's or its vendors' ownership of or rights in the content and you will not attempt to circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the content. You may not use the content in a manner that is beyond the scope of the rights granted for your use of the content, which includes unauthorized copying or distribution of the content or creating an unauthorized derivative work.

Content Add

As explained in detail in the Onioning Privacy Policy, once Onioning’s system verifies the function of the message, Onioning does not read your private online communications when you use any of the communication tools on Onioning Products. If, however, you use these tools to post Content or other information to public areas on Onioning Products (for example, in chat rooms or online message boards), other online users will have access to this information and Content.

You may only add content to areas on Onioning Products that Onioning gives you permission to post. You may not post or distribute content to public areas on Onioning Products that is illegal or that violates these Terms of Service. By posting or submitting content to public areas of Onioning Products, you represent and warrant that (i) you are authorized to use and distribute this content to Onioning Products and (ii) this Content does not and will not infringe any copyright or any other third-party right nor violate any applicable law or regulation.

No Duty to Monitor

Onioning is not required to pre-screen content available on the Onioning Products, including the content of any messaging that occurs on or through the Onioning service, although Onioning reserves the right to do so in its sole discretion. Onioning is not liable for content that is provided by others. Onioning reserves the right to remove content that, in its sole discretion, does not meet its standards or does not comply with these Terms of Service, but Onioning is not responsible for any failure or delay in removing such material.

Changes to the Service

Onioning has the right at any time to change, modify, add to or discontinue any aspect or feature of the Onioning Products including, but not limited to, the software, content, hours of availability, equipment needed for access or use. Onioning has no obligation to provide you with notice of any such changes.

License Granted

Onioning grants you a personal, non-exclusive, non-transferable limited license to install the software and services distributed by Onioning in object code form only on any computer or device from which you wish to access the Onioning service and all other Onioning Products and to use the service for the sole and exclusive purposes of connecting to and using the Onioning Products in accordance with these Terms of Service. You may not sub-license, or charge others to use or access the service without first obtaining written permission from Onioning. You are granted a limited, revocable, non-exclusive, non-transferable license to use Onioning Products solely in accordance with the Terms of Use and solely for your own personal, non-commercial purposes.

You may not sell, assign, grant a security interest in or otherwise transfer any right in the Software or incorporate it into another product. You may not copy the service. You may not translate, reverse-engineer or reverse-compile or decompile, disassemble, make derivative works from, or otherwise attempt to discover any source code in the service. You may not modify the service or use it in any way not expressly authorized by these Terms of Service. You may not obtain the communications protocol for accessing the Onioning service, the Onioning Products, or any other Onioning services. You understand that Onioning's introduction of various technologies may not be consistent across all platforms and that the performance may vary depending on your equipment.

Restrictions on Access to or Use of Onioning Products

You may access Onioning Products only through the interfaces and protocols provided or authorized by Onioning. You agree that you will not access Onioning Products through unauthorized means, such as unlicensed software clients, and that you will only use Onioning Products in conjunction with Onioning authorized products and components.

U.S. Government End Users

The Onioning Service is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the software with only those rights set forth herein.

Export Limitation

You agree to comply with all export and import laws and restrictions and regulations of the United States or any foreign agency or authority, and not to export, re-export or import the software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. For example, you may not export or re-export any commodities, software, or technical data received from Onioning, or any direct product of such commodities, software or technical data, to any proscribed country, party, or entity listed in the applicable laws, regulations, and rules of the U.S. Government unless properly authorized. As applicable, each party shall obtain and bear all expenses and responsibility relating to any necessary licenses and/or exemptions with respect to its own export or re-export of the Software from the U.S.

No Support by Onioning

You understand that your use of the software is at your own risk and that Onioning provides no assistance other than the information posted on the Onioning website. Onioning is under no obligation to provide you with any error corrections, updates, upgrades, bug fixes and/or enhancements of the service.

No Endorsement

Onioning Products may contain links to other web sites, resources and advertisers. Onioning is not responsible for the availability of these external sites nor does it endorse, or is it responsible for, the aesthetics, appeal, suitability to taste or subjective quality of informational content, advertising, products or other materials made available on or through such external sites. Under no circumstances shall Onioning or any of the affiliated providers be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to you in connection with the use of or reliance on any content, goods or services available on such external sites. You should direct any concerns to such external sites' administrator or Webmaster.

DISCLAIMER of Warranty; Limitation of Liability

DISCLAIMER OF WARRANTIES. YOUR USE OF THE Onioning PRODUCTS AND SOFTWARE IS AT YOUR SOLE RISK. THE Onioning PRODUCTS AND SOFTWARE ARE PROVIDED "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. SPECIFICALLY, Onioning AND ITS VENDORS DISClaim IMPLIED WARRANTIES THAT THE Onioning PRODUCTS AND SOFTWARE ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. Onioning AND ITS VENDORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE Onioning PRODUCTS AND SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE Onioning PRODUCTS AND SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE Onioning PRODUCTS AND SOFTWARE WILL BE CORRECTED. Onioning AND ITS VENDORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE Onioning PRODUCTS, SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. Onioning PROVIDES THE Onioning PRODUCTS AND SOFTWARE ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT USERS WILL BE ABLE TO ACCESS OR USE THE Onioning PRODUCTS AT TIMES OR LOCATIONS OF THEIR CHOOSING, OR THAT Onioning WILL HAVE ADEQUATE CAPACITY FOR THE Onioning PRODUCTS AS A WHOLE.

LIMITATION OF LIABILITY. Onioning'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH Onioning (INCLUDING WITHOUT LIMITATION YOUR USE OF THE SOFTWARE OR Onioning PRODUCTS) IS TO DISCONTINUE YOUR USE OF THE Onioning PRODUCTS AND SOFTWARE. Onioning AND ITS VENDORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE ARISING FROM YOUR USE OF THE Onioning PRODUCTS, SOFTWARE OR FOR ANY OTHER Claim RELATED IN ANY WAY TO YOUR USE OR REGISTRATION WITH Onioning PRODUCTS AND SOFTWARE. THESE EXCLUSIONS FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF Onioning HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE Claim IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, Onioning AND ITS VENDORS' LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. Onioning DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH Onioning PRODUCTS AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Indemnification

You agree to defend, indemnify and hold harmless Onioning, its vendors, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of your use of the Onioning Products. Onioning reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, and only in such event, shall you have no further obligation to provide indemnification for Onioning in that matter.

Termination

Onioning has the right to terminate your User Name, your registration, the software license or your access to Onioning Products for any reason, including, without limitation, if it, in its sole discretion, considers your use to be unacceptable, or in the event of any breach by you of the Terms of Service (either directly or through breach of any other terms and conditions or operating rules applicable to you). Onioning may, but shall be under no obligation to, provide you a warning prior to termination of your use of the Onioning Products.

Electronic Notice Delivery Policy

Onioning, as an online business, transacts with its users electronically. WHEN YOU SIGN UP FOR ANY ONIONING PRODUCT, YOU CONSENT TO RECEIVE ELECTRONICALLY FROM ONIONING ANY PRIVACY OR OTHER NOTICES, AGREEMENTS, DISCLOSURES, REPORTS, DOCUMENTS, COMMUNICATIONS, OR OTHER RECORDS (COLLECTIVELY, "NOTICES"). You agree that Onioning generally can send you electronic Notices in either or both of the following ways: (1) to the e-mail address that you provided to Onioning during registration or (2) Onioning may post Notices on a home screen or top page of the relevant Onioning Product. You must check your designated e-mail address regularly for Notices. You will need a printer attached to your personal computer to print any Notices. Your only method of withdrawing consent to receive Notices electronically is to terminate any subscriptions, services or other products provided under these Terms of Service.

Miscellaneous

The provisions of these Terms of Service addressing disclaim of representations and warranties, limitation of liability, indemnity obligations, intellectual property and governing law shall survive the termination of these Terms of Service, your Premium Services and your registration with the Onioning Products. These Terms of Service and any operating rules for any areas of functionality of the Onioning Products established by Onioning constitute the entire agreement between Onioning and you regarding the subject matter of these Terms of Service, and supersede all previous written or oral agreements. In the event of any inconsistency between these Terms of Service and any such other terms of use or operating rules of a specific Onioning Product, these Terms of Service will supersede such other terms of service or operating rules. The Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under the Terms of Service and or your use of the Onioning Products resides in the courts located in the City of San Diego, State of California, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. The foregoing provision may not apply to you depending on the laws of your jurisdiction. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.