Legal | Onyum™

1. The payor, Client, engages the payee, Onyum™, as an independent contractor. Client agrees to all business processes, policies and terms at FAQ, Legal and My Project and indicates same with submission of their payment.

2. Client will supply Onyum™ with admin-level access for any work performed on Client's webhost.

3. Sole means of communication and exchange between Client and Onyum™ are Messages initiated with the Message form at Onyum.com and within the project tool at My Project.

4. Client purchases are blocks of hours at $15 per hour. Onyum™ provides no guarantee or warranty, inferred or otherwise, regarding any project delivery date nor project cost unless Client has purchased a Quote for the same project, prior to any design or production services for same by Onyum™.

5. Client pays in-advance and $15 per hour for all services provided by Onyum™. Time is expended in 6 minute increments of $1.50 each. Login above and review a sample Time Report in the Demo Account; Onyum™ does not provide any other form/type of Time Reporting. Client agrees that award of any eLance/oDesk/vWorker project is agreement that our Time Report format, as shown in the Demo Account, is all this is required for any project and Onyum™ does not provide any other form of time reporting in its place or in addition to our supplied Time Report(s). Hours not expended within 1 year of date of purchase are void and not refundable.

6. A Client sourced through any freelancer site (e.g. eLance, Freelancer, oDesk, etc.) will be requested and expected to provide feedback when Onyum™ has delivered hours equal to Client's initial purchase. Client agrees and understands that Onyum™ will not provide any additional service until Client provides the requested feedback.

7. At the sole discretion of Onyum™ and without advance notice, Client's account may be closed and the balance of Client's account remitted to Client in 15 business days, $150 each week. In the event of account closure or project cancellation, by either party, Onyum™ will deduct an additional $15 from Client's account. Onyum™ will deduct $15 from Client's account for each 15 consecutive days Client fails to communicate with Onyum™. Onyum™ does not offer refunds or returns for any expended hours or designed/produced deliverables, unless Client's project was initiated with the purchase of a Quote. Should Client seek refund by any other means, Client will be responsible for all Onyum™ expenses related to answering and/or collection and/or defense of same.

8. Website deliverables are designed and produced to be compatible with FireFox 3+ and Internet Explorer 7+ on PC. If Client has alternate or additional requirements Onyum™ must be notified before production begins. Client grants Onyum™ an unrevocable 5 year license to use any deliverable produced for Client within its marketing collateral. This license may be voided and purchased by Client at anytime with a one-time payment of $1500.

9. Onyum™ does not provide archival, backup nor restoration services. Archival, backup and restoration are the sole responsibility of Client.

10. Onyum™ provides no guarantee or warranty, inferred or otherwise, regarding any project delivery date nor project cost unless Client has purchased a Quote for the same project, prior to any design or production services for same by Onyum™.

11. Onyum™ may deduct from Client's account any Client-approved purchases necessary for the design, production, or delivery of Client's project, such as: imagery, photography, fonts, modules, scripts, domain registration, hosting, etc.

12. Client represents and unconditionally guarantees anything provided by Client to Onyum™ is owned by Client, or Client has the required permission to use same. Client will defend, hold harmless, and protect Onyum™ from any claim or suit arising from elements provided by Client to Onyum™ or Client's use of any deliverable produced by Onyum™ in the development of Client's project.

13. Onyum™ may modify these Terms at any time and without notice. It is Client's sole responsibility remain abreast of changes and/or modifications to these Terms.

14. If anything in these Terms is held invalid by any competent jurisdiction, the remainder of the provisions of these Terms will not be affected.

15. These Terms are the sole agreement between Onyum™ and Client. These Terms are accepted with Client's payment without exception and without recourse.

Do not buy our services and then dispute these terms; to do so is a waste of our time and your money.

Webhosting

By using our webhosting services and sites you agree to the following terms, conditions, policies, guidelines or amendments thereto known as the Webhosting Terms of Service. Onyum reserves the right to modify the Webhosting Terms of Service without notice.

1. Use of Onyum Webhosting Services

You may use any of our services, provided that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other jurisdictions. In order to access certain services, you are required to provide current and accurate identification, contact, and other information as part of the registration process. You are responsible for maintaining the confidentiality of your account information, and are responsible for all activities that occur under your account. You are solely responsible for all content on your account. You agree to immediately notify Onyum of any unauthorized use of your account or any other breach of security. Onyum will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your account secure.

2. Acceptable Conduct

You agree that you are responsible for maintaining your own account. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, files, attachments or other materials (‘Content’) are the sole responsibility of the account from which such Content originated. Onyum reserves the right, but does not assume the responsibility, to monitor or review any Content on Onyum services. You agree that you are responsible for the conduct of all users of your account and any Content that is created, transmitted, stored, or displayed by, from, or within your account while using Onyum services and for any consequences thereof. You agree to use Onyum services only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines. You agree that you will not engage in any activity that interferes with or disrupts Onyum services or servers or networks connected to Onyum services.

3. Prohibited Usage

You agree that any of the below activities are considered prohibited usage and will result in immediate account suspension or cancellation without a refund and the possibility that Onyum will impose fees; and/or pursue civil remedies without providing advance notice.

Misuse of System Resources: Misuse of system resources, including but not limited to employing programs that consume excessive CPU time, network capacity, disk IO or storage space.

Unsolicited Communications: Sending unsolicited bulk messages utilizing our network. Generating a significantly higher volume of outgoing e-mail than a normal user. Using a non-existent email return address. Open E-mail relaying. Sending out unsolicited email from any other network that points to a Onyum server.

Access to Other Computers or Networks without Authorization: Attempting unauthorized and/or illegal access of computers, networks and/or accounts not belonging to party seeking access. Any act which interferes with the services of another user or network. Any act relating to the circumvention of security measures.

Other Activities viewed as Illegal or Harmful: Engaging in illegal activities or engaging in activities harmful to the operations of Onyum or the customer.

Providing False Data on any Contract or Application: including fraudulent use of credit card numbers.

4. Account Cancellation or Suspension

Onyum may cancel or suspend your access to Onyum services at any time and for any reason without notice. Upon cancellation or suspension, your right to use the service will stop immediately. You may not have access to data that you stored on the service after we suspend or terminate the service. You are responsible for backing-up your data that you use with the service.

You may terminate the service at any time by Messaging staff direct at our site or Messaging your assigned Project Manager. As soon as you cancel the service, your right to use it stops immediately. You may not have access to data that you stored on the service after you terminate the service. You are responsible for backing-up your data that you use with the service. Cancellation of the service by you will not alter your obligations to pay all charges due to Onyum at the time of cancellation.

5. Charges and Billing

We reserve the right to change our fees, but will notify you in advance of increases.

All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law. The costs of any returns if permitted will be at your expense, unless otherwise provided by applicable law.

6. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ONYUM SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE Onyum SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (III) ANY OTHER MATTER RELATING TO Onyum SERVICES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE MONETARY LIABILTY OF Onyum AND ANY OF ITS AGENTS, SUPPLIERS, EMPLOYEES, OR AFFILIATES IN CONNECTION WITH THE ONYUM SERVICES , UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL NOT EXCEED THREE MONTHS HOSTING SERVICES THAT ARE THE SUBJECT OF THE CLAIM AS OF THE TIME OF THE OCCURRENCE OF THE EVENTS GIVING RISE TO THE CLAIM.

7. Exclusions and Limitations

Nothing in this agreement is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited.

8. No Third Party Beneficiaries

You agree that, except as otherwise expressly provided in this Terms of Service, there shall be no third party beneficiaries to the Terms of Service.

9. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF ONYUM SERVICES SHALL BE AT YOUR SOLE RISK. ALL SERVICES PROVIDED BY ONYUM ARE AVAILABLE AS IS WITHOUT WARRANTIES OR GUARANTESS APPLIED.

10. Indemnity

You agree to defend, indemnify and hold harmless Onyum, its parent corporation, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Onyum services; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that use of our services caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of Onyum services.

11. NOTICE

You agree that Onyum may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on Onyum's website.

12. GENERAL INFORMATION

Entire Agreement. The Terms of Service (including any policies, guidelines or amendments that may be presented to your from time to time) constitute the entire agreement between you and Onyum and govern your use of Onyum services, amending and/or superceding any prior agreements between you and Onyum for the use of Onyum services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Onyum services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. The Terms of Service and the relationship between you and Onyum shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions. You and Onyum agree to submit to the personal and exclusive jurisdiction of the courts located within Chicago, Illinois.

Waiver and Severability of Terms. The failure of Onyum to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Onyum services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.