Effective Date: March 1, 2021
PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS AND CONTAIN A MANDATORY ARBITRATION PROVISION AND A WAIVER OF CLASS ACTION REMEDIES.
These Terms of Service (these “Terms”) form a binding legal agreement between Swift Prepaid Solutions, Inc. dba Onbe (“Onbe”, “we”, “us”, or “our”) and you regarding the use of this online platform and/or portal offered by Onbe and the services available therein (collectively, the “Platform”).
Please review these Terms carefully. By registering an account or otherwise using the Platform, you agree to be bound by these Terms. We may update these Terms from time to time at our discretion. We will always keep the current version of these Terms posted on the Platform. By using the Platform after a new version of these Terms have been posted, you agree to the terms and conditions of such version of these Terms. If you do not agree to these Terms, you must immediately cease your use of the Platform.
ACCEPTABLE USE POLICY
You represent, warrant, and agree that you will not: (i) remove any trademark or copyright notices contained in the Platform or Content (as defined below); (ii) reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Platform or Content; (iii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Platform or Content; (iv) disassemble, decompile or reverse engineer the Platform or Content; (v) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Platform or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (vi) interfere with or disrupt the operation of the Platform or any other systems or otherwise interrupt or interfere with any other user’s use or enjoyment of the Platform; (vii) promote illegal activity or violate any applicable local, state, national or international law; (viii) post or transmit any Content that is discriminatory, unlawful, defamatory, abusive, harassing, threatening, indecent, pornographic, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy or other rights of any person; (ix) send unsolicited advertisements through the Platform; (x) impersonate any person or misrepresent your identity or affiliation; (xi) use the Platform in a way that is not for its intended purposes or that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; (xii) provide any false or misleading information or any information that you do not have the right to provide; or (xiii) otherwise violate any of our published rules, policies, or guidelines.
ADDITIONAL TERMS FOR SPECIFIC PLATFORMS, TOOLS, AND PORTALS
If you access the following platforms, tools, or portals, the relevant additional terms and conditions will apply:
Ordering Platforms: You are solely responsible for ensuring you have all necessary authority and consents to upload or download any orders or take any other actions using OMSI, the Prepaid Digital Portal or any other ordering platform (collectively, the “Ordering Platforms”). You acknowledge that orders and other actions taken may be non-cancellable unless otherwise described in the Ordering Platforms.
Promocode Administration: The Promocode Administration is a tool offered for administrative use by a limited number of program managers in connection with the overall operation of the customer’s card program. You may not use Promocode Administration for broader customer support purposes unless you or the relevant customer have entered into a separate written contract with us to govern such usage. You are solely responsible for ensuring you have all necessary authority and consents to implement any cancellations, reissues, or other actions you take using Promocode Administration.
Developer Portal: The Developer Portal is offered for development and evaluation purposes, and access and use for production (non-testing) purposes is strictly prohibited unless you have entered into a separate written contract with us to obtain a license for such purposes. You are responsible for any actions taken using your API keys.
CONTENT; OWNERSHIP AND LICENSE
“Content” means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Platform.
All Content other than Your Content (as defined below) is owned by us or our third-party licensors and vendors and is protected by applicable copyright, trademark, and/or other intellectual property laws. Nothing contained on the Platform should be construed as granting any license or right to use any of the Content without our written permission other than as set forth herein. Subject to your continued compliance with these Terms, we hereby grant you a personal, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the Platform and Content for its intended purpose and in accordance with any other agreements you have entered into with us. Any use of the trademarks included in the Content will inure to our (or the applicable licensor’s) benefit.
YOUR CONTENT; FEEDBACK
“Your Content” means any Content submitted to the Platform by you. We have the right, but no obligation, to monitor or screen Your Content and remove any of Your Content in our discretion, including if we deem it objectionable or inappropriate in any way. You own Your Content. By submitting any of Your Content, you: (i) represent and warrant that you have all right, title, and interest to do so; and (ii) grant us and our affiliates a non-exclusive, worldwide, transferable and sublicensable license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of Your Content in any media in connection with our provision of services to you. If you provide feedback, suggestions, improvements, or requests for additional functionality related to the Platform (collectively, “Feedback”), you grant us an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of such Feedback in any way we deem reasonable, without any attribution or accounting to you. This paragraph will survive any termination or expiration of these Terms or of your account on the Platform.
The Platform may contain links to websites owned or operated by, and marketing materials and content provided by or promoting, third parties and their products and services. We do not control or endorse such parties, websites, products or services, and we are not responsible for their content, nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites or materials. We have the right, but not the obligation, to review any Content provided by third parties (including other users of the Platform). We do not endorse such third-party Content, and any views expressed therein are the views of the applicable author and do not necessarily align with our views. We are not responsible for the accuracy or reliability of any Content provided by third parties and will not be liable for any causes of action (including slander, libel, or invasion of privacy) relating to such third-party Content. We have no control over, and are not responsible for, your interactions (online or in person) with any third parties, including other users of the Platform even if introduced via the Platform. You are solely responsible for your interactions with any third parties. If you have any disputes with other users of the Platform, we may (at our discretion) attempt to facilitate a resolution, but are under no obligation to do so.
YOUR USE OF THE PLATFORM AND CONTENT IS AT YOUR SOLE RISK AND THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE PLATFORM AND CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THE CONTENT WILL BE COMPLETE OR ACCURATE. WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY ELECTRONIC NETWORK OR LINES, SERVERS, SOFTWARE, OR FAILURE OF TRANSMISSION AS A RESULT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE PLATFORM, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON'S COMPUTER RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE PLATFORM.
UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE PLATFORM, CONTENT, OR FROM THE CONDUCT OF ANY USERS OF THE PLATFORM OR OTHER THIRD PARTIES. WE DO NOT ENDORSE ANY THIRD PARTIES. IF YOU CHOOSE TO WORK WITH ANY THIRD PARTIES, YOU DO SO AT YOUR OWN RISK AND WE WILL NOT BE RESPONSIBLE FOR SUCH INTERACTIONS OR THE SERVICES PROVIDED BY SUCH THIRD PARTIES. ANY BUSINESS RELATIONSHIP YOU ENTER INTO WITH ANY THIRD PARTY IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND WE ARE NOT A PARTY TO SUCH RELATIONSHIP.
SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR THE INABILITY TO USE THE PLATFORM, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE). TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE TO YOU FOR AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF $100 USD OR THE AMOUNTS PAID BY YOU TO US IN CONNECTION WITH THE PLATFORM IN THE PAST THREE MONTHS. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY FOR DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. YOUR SOLE REMEDY IF YOU ARE DISSATISFIED WITH THE PLATFORM IS TO DISCONTINUE YOUR USE THEREOF.
RELEASE AND INDEMNITY
You will release, defend, indemnify, and hold us, our past, present, and future affiliates, licensors, licensees, marketing partners, and suppliers, together with their respective officers, directors, employees, and agents, harmless from and against any damages, losses, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from your use of the Platform, Your Content, your violation of these Terms, or any claims arising from transactions or relationships between you and your end customers, clients, or cardholders. We may opt to defend such claims at our sole discretion, in which case you will indemnify us for the costs of such defense. California residents hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.”
We reserve the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) without notice. We may terminate or suspend your account at any time, without liability to you. Your right to use the Platform will automatically terminate if you breach these Terms. You may stop using the Platform at any time; to delete your account please contact us as set forth at the end of these Terms. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these Terms which are by their nature intended to survive termination (including, without limitation, the disclaimers, limitation of liability, indemnity, and general clauses) shall so survive.
DISPUTE RESOLUTION; MANDATORY ARBITRATION; WAIVER OF JURY TRIAL AND CLASS ACTION
THESE TERMS ARE GOVERNED BY AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.
THE PARTIES AGREE THAT ANY LEGAL ACTION OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR THESE TERMS WILL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A STATE OR FEDERAL COURT OF COMPETENT SUBJECT MATTER JURISDICTION IN CHICAGO, ILLINOIS, AND THE PARTIES HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH ACTION OR CLAIM, AND WAIVE ANY DEFENSE RELATED TO PERSONAL JURISDICTION, PROCESS OR VENUE.
THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN CLASS-ACTION PROCEEDINGS.
We will not be responsible or liable for any delays or failures to perform due to causes beyond our reasonable control, which may include natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, health emergencies including pandemics or similar serious outbreaks of disease, or other force majeure events.
We may from time to time offer you the chance to try certain “beta” or “evaluation” products, services, features, or functionality (“Beta Offerings”). NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL BETA OFFERINGS ARE PROVIDED ON A COMPLETE “AS-IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, AND WE WILL HAVE NO LIABILITY IN CONNECTION WITH THE BETA OFFERINGS.
Some or all of the Platform’s features and services may be limited or unavailable to users who are not residents and/or citizens of the United States.
You may not assign these Terms or these rights and obligations without our prior written consent; any purported assignment in violation of these Terms will be null and void. If any provision of these Terms is determined to be void or unenforceable in whole or in part, the remaining provisions of these Terms shall not be affected thereby and shall remain in force and effect.
These Terms and any policies referenced herein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party's failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
You may provide notice to us by contacting us at email@example.com. We may provide notice to you by email or regular mail at the address listed in your account profile, or through messages displayed or sent via this website or the Platform.
For more information or for help in answering any questions, please contact your Account Manager.