Terms and Conditions
This Only24h Service Agreement (the "Agreement") describes the terms and conditions on which Only24h Limited (hereinafter "Only24h", "we" or "our company") offer services ("Service") to you ("Customer" or "You"). By registering for or using Only24h services, or by accessing or using our websites, you agree to be bound by the following terms and conditions whether or not you are a registered member of Only24h. We retain the right at our sole discretion to deny access to anyone to our website(s) and the services we offer, at any time and for any reason, including, but not limited to, for violation of this Agreement.
- Eligibility for Only24h Services.
Our Services are available only to individuals and business entities (including but not limited to sole proprietorships) in good legal standing that can form legally binding contracts and are entitled to subscribe to and access our services under applicable law. We have a list of jurisdictions that we currently do not serve, such as Hong Kong. Customer hereby represents and warrants that it is duly licensed to do business and is in good legal standing in the jurisdictions in which it does business (during the term of this Agreement) that it is not a competitor of Only24h, and that the person agreeing to this Agreement for Customer is at least eighteen years of age and otherwise capable of and authorized to enter binding contracts for Customer.
- Only24h Services
Subject to the terms and conditions of this Agreement, Only24h makes certain Services available to Customer. For the purposes of this Agreement: (a)"Customer" (or "you") means the individual or business entity that is using or registering to use the Services, including its employees and agents; (b) Only24h "Services" means those electronic or interactive services offered by Only24h. Only24h Online reserves the right to change or discontinue any of the Services at any time.
You acknowledge that all materials (except those uploaded by users) provided on our websites, including but not limited to information, documents, products, logos, graphics, sounds, GUI, software, and services (collectively "Materials"), are provided either by Only24h or by their respective third party authors, developers and vendors (collectively "Third Party Providers") and the underlying intellectual property rights are owned by Only24h and/or its Third Party Providers. Elements of our websites are protected by trade dress and other laws and may not be copied or imitated in whole or in part. Only24h, the Only24h logo and other Only24h products referenced herein are trademarks of Only24h, and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols may be the trademarks of their respective owners.
- Customer Information
Customer represents and warrants that the information it provides in Only24h contact information forms is true, accurate, current and complete. Customer agrees to maintain and update this information to ensure that it is true, accurate, current and complete. If, at any time, any information provided by Customer is untrue, inaccurate, not current or incomplete, Only24h will have the right to suspend, restrict or terminate Customer's account and this Agreement.
- Customer Account
- 5.1 Authorized Users
Customer may designate persons to act as its agents to use the Services, provided that each designated person has the legal capacity to enter into binding contracts for Customer. Furthermore, Customer represents and warrants that each person who registers under Customer's account is an authorized agent of Customer (an "Authorized User") who has such legal capacity.
- 5.2 Responsibility for Access
Customer is solely responsible and liable for any and all access to and use of the Services (including all activities and transactions) by any Authorized User and/or User ID registered under Customer's account, unless such access to or use of the Services is the direct result solely of the gross negligence of Only24h. It is Customer's responsibility, through its systems administrator Authorized User, to set the appropriate access for each of Customer's Authorized Users..
- 5.3 Responsibility for User IDs and Passwords
Customer is solely responsible for maintaining the confidentiality of Customer access information, i.e. account ID's and passwords of its Authorized Users, and are responsible for all activities that occur under your account.
- 5.4 Notification of Unauthorized Use
Customer will immediately notify Only24h if Customer notices any activity indicating that Customer's account or data is being used without authorization, including: (a) Customer has received confirmation of an order or orders placed using Customer's account which Customer did not place or any similar conflicting report; or (b) Customer becomes aware of any unauthorized use of any product or service related to its account(s).
Customer has sole responsibility and liability for the data its stores on Only24h's servers. Customer controls its data through its generated link. Only24h encourages Customer to archive its data regularly and frequently; Customer bears full responsibility for archiving its data and sole liability for any lost or irrecoverable data. Customer agrees to maintain its data in compliance with its legal obligations. Only24h will delete Customer data upon termination of this Agreement. However, Only24h may retain Customer data in its archives after deletion and will not be liable to Customer in any way for such retained data.
Only24h will provide access to the Services and Customer's data to an agent of Customer ("Authorized Agent") who provides Only24h with a notarized letter signed by an officer of Customer which letter shall include statements of authenticity, authority, and liability as required by Only24h in its sole discretion. Customer expressly and irrevocably agrees that Only24h may rely on such a letter and on the apparent authority of the person requesting access to the Services or to Customer's account. In no event will Only24h be liable to Customer or any third party for Only24h's reliance on such letter or such apparent authority.
You agree to not use Only24h's Service to:
- upload, post, e-mail, transmit or otherwise make available any Content that spreads messages of terror or depicts torture or death-gui; if serious enough, the content will be reported to the appropriate legal authority and/or the member's Internet Service Provider ("ISP") will be contacted;
- harm minors in any way, this includes any form of child pornography; if serious enough, the content will be reported to the appropriate legal authority and/or the member's ISP will be contacted;
- upload, post, e-mail, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- send Unsolicited Bulk Email ("spam"). The sending of any form of spam through Only24h's servers is prohibited. Likewise, the sending of spam from another service provider advertising a website, email address or utilizing any resource hosted on Only24h's servers, is prohibited. Only24h accounts or services may not be used to solicit customers from, or collect replies to, messages sent from another ISP where those messages violate this policy or that of the other provider;
- advertise, transmit, or otherwise make available or using any software, program, product, or service that is designed to violate the terms and conditions of this Agreement or the acceptable use policy of any other ISP, which includes, but is not limited to, the facilitation of the means to send spam, initiation of pinging, flooding, mail-bombing, denial of service attacks;
- Forward Internet users to any website that, if such website were provided by Only24h, would violate the provisions of this Agreement;
- provide anonymity to activities which are unlawful, fraudulent, or violate the intellectual property rights of a third party;
- knowingly or recklessly permit others to use the Only24h service : (i) for any unlawful, invasive, infringing, defamatory, or fraudulent purpose; (ii) to alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database or network; (iii) so as to materially interfere with the use of Only24h's network by other customers or authorized users; (iv) in violation of the applicable acceptable use policies of Only24h's backbone providers, provided you have notice of such policies or such policies are publicly available on such backbone providers' websites; or (v) in a manner which, in Only24h opinion, is inconsistent with the generally accepted rules of internet etiquette and conduct;
- attempt to gain access to any account or computer resource not belonging to you without authorization from the owner (e.g., hacking);
- obtain or attempt to obtain service by any means or device with intent to avoid payment;
- engage in any activities that do or are designed to harass, or that will cause a denial-of-service (e.g., synchronized number sequence attacks) to any other user whether on the Only24h network or on another ISP's network;
- interfere with the use or enjoyment of the Only24h network or other services by other customers or authorized users. This shall include excessive use of services which impair the fair use of other Only24h customers;
- hold Only24h, its suppliers, officers, directors, employees, agents, affiliates or shareholders up to public scorn, ridicule, or defamation;
- impersonate any person or entity, including, but not limited to, a Only24h official, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
- import any parallel imported copies of copyright works or use any parallel imported copies for the purpose of sale, hire, distribution or otherwise for profit or reward; and / or
- import of possess any parallel imported copies of copyright work such as movies, television dramas, musical sound recordings or musical visual recordings for playing or showing in public, including but not limited to karaoke establishment, restaurant, shop, etc.
- 8.1 Illegality/Adult Content
Only24h neither sanctions nor permits site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity, including but not limited to, gambling, the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation.
- Only24h reserves the right to immediately suspend, restrict or terminate any account or transmission that violates this policy, without prior notice.
- Further, should Customer violate this policy, Only24h will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, Customer's site, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
- 8.2 Wrongful Conduct
Customer shall not commit or permit wrongful or damaging acts which justify civil action including, but not limited to, posting of defamatory, scandalous, or private information about a person without their consent or intentionally inflicting emotional distress.
- 8.3 Access and Interference
Violations or attempts to violate Only24h systems or to interrupt Only24h services are strictly prohibited, and may result in criminal and civil liability. Examples of system violations include, without limitation:
- (a) Unauthorized access to or use of Only24h Services, including any attempt to probe, scan or test the vulnerability of a system or to breach security or authentication measures without express authorization of Only24h; or (b) Interference with Service to any customer or network including, without limitation, flooding, or deliberate attempts to overload a system and broadcast attacks; or (c) Use of any device, software, or routine to interfere or attempt to interfere with the proper working of the Services; or (d) Any action that imposes an unreasonable or disproportionately large load on Only24h's infrastructure
- Customer shall not decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of the "software tools" (including the tools, methods, processes, and infrastructure) underlying the Services or any other software on the Only24h websites.
- 8.4 Copyright or Trademark Infringement
Only24h Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation, including export control laws, is prohibited. This includes, without limitation, material protected by patent, copyright, trademark, service mark, trade secret or other intellectual property rights. If you use another party's material, you must obtain prior authorization. By using the Services, you represent and warrant that you are the author and copyright owner and/or proper licensee with respect to any hosted content and you further represent and warrant that no content violates the trademark or rights of any third party. Only24h reserves the right to suspend, restrict or terminate a Customer's transmission(s) that, in Only24h's discretion, violates these policies or violates any law or regulation.
- 8.5 Misuse of System Resources
Customer shall not misuse system resources including, but not limited to, employing content which consume excessive CPU time or storage space; utilizing excessive bandwidth; or resale of access to content hosted on Only24h servers.
- 8.6 Other Activities
Whether lawful or unlawful, Only24h reserves the right to determine what is harmful to its Customers, operations or reputation, including any activities that restrict or inhibit any other user from using and enjoying the Service or the Internet.
- Please be aware Only24h reserves the right to monitor, suspend, restrict, delete, modify, or terminate any account content or transmission they find in violation of any of the above policies. If appropriate, Only24h will refer complaints to law enforcement authorities, and in such case, Only24h will actively assist law enforcement agencies with the investigation and prosecution of any such activities, including surrendering Customer account and data information.
- Complaints about violators of our policy should be sent via e-mail to firstname.lastname@example.org. Each complaint will be investigated and may result to immediate deletion of content or cancellation of Services without prior notice.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. Only24h SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Only24h, ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ASSOCIATES TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS. Only24h, ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND SHAREHOLDERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF OUR SERVICES, SOFTWARE, OR CONTENT; (b) Only24h MAKES NO WARRANTY AND ASSUMES NO LIABILITY OR RESPONSIBILITY (I) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (V) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; (VI) FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (VII) FOR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (VIII) FOR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IX) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (X) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA OUR WEBSITES; (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS; and (e) Only24h SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF Only24h, ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND SHAREHOLDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold harmless Only24h, its affiliates, and / or their respective suppliers, officers, directors, employees and agents, from and against any claims, actions or demands, recoveries, losses, damages, fines, penalties, including without limitation reasonable legal fees, alleging or resulting from your use the Service, or your violation of the rights of a third party or your breach of this Agreement or other Only24h policies, terms and conditions.
Your use of Only24h is at your own risk. If you are dissatisfied with any aspect of our Service or with these terms & conditions, or any other rules or policies, your sole remedy is to discontinue use of the Service. You expressly understand and agree that Only24h shall not be liable for any direct, indirect, incidental, special, consequential exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Service; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the service; or (e) any other matter relating to the Service.
We reserve the right to change this Agreement at any time without notice. We also reserve the right at any time to modify or discontinue the Service, temporarily or permanently, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service. You acknowledge that we may establish general practices and limits concerning use of the Service, including the maximum disk space that will be allotted on Only24h's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. Further, you acknowledge that Only24h may change subscription fees at any time without notice. Changes in subscription fees will take effect on expiration of any existing Customer subscription.
- 13.1 Without limiting other remedies, Only24h may immediately issue a warning, suspend (i.e., lock out access and operation of Services for Customer) or restrict either temporarily or indefinitely, or terminate Customer's account and refuse to provide Services to Customer if: (a) Only24h believes that Customer have violated or acted inconsistently with this Agreement, or any of our policies; or (b) Customer have failed to pay fees or other payments due to Only24h; or (c) Only24h is unable to verify or authenticate any information Customer provides to Only24h; or (d) Only24h believes that Customer's actions may cause legal liability for Customer, Only24h's other clients, or Only24h.
- Only24h may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these terms and conditions may be effected without prior notice, and acknowledge and agree that Only24h may immediately deactivate, archive or delete your account and all related information and data and/or any further access to such data or the Service. Further, you agree that Only24h shall not be liable to you or any third-party for any termination of your access to the Service.
- Upon termination of this Agreement by either Customer or Only24h, all of Customer rights under this Agreement, and Only24h's provision of Services, will terminate immediately.
- 13.2 The Sections 6 ("Customer Data"), 9 ("Disclaimer"), 10 ("Indemnity"), 11 ("Limitation Of Liability") and this Section 13 will survive any termination of this Agreement.
Our website(s) may provide hyperlinks to third party websites or access to third party content. Only24h does not control, endorse, guarantee, or assume responsibility for any content, product or service found in such third party websites through our websites or any hyperlinked website or featured in any banner or other advertising. You agree that Only24h is not responsible for any content, associated links, resources, or services associated with a third party website and Only24h 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. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. You further agree that Only24h shall not be liable for any loss or damage of any sort associated with your use of third party content. Links and access to these third party websites are provided for your convenience only.
These terms and conditions will be governed by and construed in accordance with the laws of the State of California, excluding that body of law governing conflict of laws. Any legal action or proceeding not subject to arbitration, relating to or arising out of these Terms or your use of our websites will be brought in a federal or state court in Santa Clara County, California, and you submit to the venue and personal jurisdiction of such court and waive all defences of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in federal or state court in Santa Clara County, California. If any provision of these Terms is held to be invalid or unenforceable, such provision will be enforced to the greatest extent possible and the remaining provisions will remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Only24h's failure to act with respect to a breach by Customer or others does not waive Only24h's right to act with respect to subsequent or similar breaches. No action by Customer arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.
- 17.1 Relationship
Customer and Only24h are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
- 17.2 Assignment
Customer may not assign any of its rights, or delegate any of its duties, under this Agreement, and any attempted assignment will be null and void. Only24h may assign any of its rights or obligations without notice and/or restriction.
- 17.3 Force Majure
Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from causes beyond Only24h's control.
- 17.4 Interpretation
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
- 17.5 Only24h Confidential Information
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. You represent and warrant to Only24h that (a) you are not a competitor of Only24h, (b) you shall keep publicly unannounced information and materials pertaining to Only24h, pre-release software, testing or testing procedures strictly confidential and (c) you shall not use any information gained from access to the Only24h websites or use of the Only24h Services to compete with Only24h in its business.
- 17.6 Exceptions
Except for other agreements or terms appearing on our websites, this Agreement set forth the entire understanding and agreement between us with respect to the subject matter hereof.