Terms Of Use

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.

This version of the Terms & Conditions of Service (“Terms”) is effective as of June 1, 2013. The Terms, together with the One Smarter Privacy Policy and any applicable license agreements, govern your use of our Web site at www.OneSmarter.com ("Site"), constitute the entire agreement between you and One Smarter (together with its Affiliates, Partners, and/or Subsidiaries), and govern your use of the services, superseding any prior or contemporaneous agreements between you and One Smarter. The failure of One Smarter to exercise or enforce any right or provision of the terms shall not constitute a waiver of such right or provision. By accessing, ordering or using the services via telephone or online via the site, or via remote access of your IT Infrastructure by any other network device or other means, you and other users of the services (collectively, "Users") agree to these Terms. If you do not agree to these Terms, you should not access or use the Services.

DEFINITIONS

Certain terms defined in these Terms and Conditions are also used in the Privacy Policy and are incorporated by reference to these Terms and Conditions.

Services

Support services provided by One Smarter, and any of its Affiliates and/or Partners, either by computer, telephone or other means are collectively referred to as the "Services"

You or your

"You" or "Your" means you or, for services designed for businesses ("Business Services"), the legal entity that You authorize to represent and on whose behalf the Business Services are purchased).

Agents

Any agent appointed by you (i.e. company, employee, client, etc.) who has purchased our services on your behalf. You are nonetheless bound as a principal by all the terms and conditions herein.

USE OF THE SERVICES

You are not permitted to use, download or copy any information, data, text, photographs, graphics, video, or other materials provided with the services ("Content") unless:

• You use the content solely for personal, informational and non-commercial purposes;
• One Smarter's trademarks and copyright symbol and statement set forth on each page of the site appears on each downloaded or copied page; and
• No modifications are made to any content whatsoever.

"All references to One Smarter or the web site (www.OneSmarter.com) and One Smarter refer to One Smarter, Inc.

One Smarter Certified Technician/(s) & Personnel

"One Smarter Certified Technician & Personnel means" technicians and specialists certified by One Smarter to perform the Services under this Agreement.

One Time Service

"One Time Service(s)" are an individual service offered by One Smarter that are active for a single use only.

Subscription Services

"Subscription Services" or "Subscription/(s)" are tenured Subscription plans offered by One Smarter that are active for a specified period and will not include any one-time usage plans or the like.

Services AND One Smarter Portal

All references to "Services" refer to any One Smarter service or service plan that you enter into with One Smarter through use of the One Smarter Website located at www.One Smarter.com (the "One Smarter Portal") or by calling the One Smarter phone number specified on the One Smarter Website. These Terms govern all plans & Services available through the One Smarter Website, and any use of the One Smarter Portal. In the event of any conflict, these Terms & Conditions control any valid Plan Order form that you submit requesting Services ("Plan Order").

SCOPE OF SERVICES

You may initiate or order services by phone, via the site, or other means made available by One Smarter. One Smarter will use commercially reasonable efforts to answer or resolve your questions and resolve your problem for a stipulated fee as set forth in the site or as quoted on the telephone, as applicable. One Smarter provides services via a remote access session, online chat or e-mail. We may set forth limits to the technology we support. Certain services to be provided by us may require certain minimum threshold of technological system requirements. One Smarter services may include Services that are available on a one-time basis, by payment of specified fee ("One Time Services"); as well as subscription services, which provide for multiple services over a period of time, for a recurring fee ("Subscription Services").

TERMS OF USE

We have agreed to provide you with access to and use of the services subject to absolute and strict compliance with and acceptance of these terms by you. One Smarter's reserves the right to refuse to provide services to anyone at any time without notice for any reason. You represent and warrant to us that:

• You are at least 18 years old;
• You have the right, capacity and authorization necessary to legally bind yourself to the terms;
• You have read and agree to the Terms/Privacy Policy on the site,
• You will comply with all treaties, laws, rules and regulations applicable to your use of the services,
• Any information you submit to One Smarter's is correct and complete, and
• Any payment or credit card information you supply is correct.

AUTHORIZATION TO ACCESS YOUR INFORMATION

You acknowledge that by your use of the services you are authorizing One Smarter's to access personal information for the purposes of diagnosis and provision of our services. Other than as set forth in the warranty section below, you agree that One Smarter has no responsibility or liability under any circumstance at any time for any loss or harm that may arise from or may be related to the services.

We may, but have no obligation to, monitor and record the services, including telephone calls and online sessions for purposes of improving customer service, internal training and internal market research. You hereby grant permission to One Smarter's to monitor and record the services and to use or disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request; to provide the services to you and our users; to protect ourselves and/or our users; and to enhance the types of services we may provide to you in the future. You also grant One Smarter, permission to combine your information with that of others in a way that does not identify you or any individual personally to improve the services, for training, for marketing and promotional purposes, and for other business purposes.

We may, but have no obligation to, monitor and/or to review all materials posted to the site or through the site's services or features by third parties, and we are not responsible for any such materials posted by third parties. We are not responsible for any failure to monitor, review and/or delete any materials posted to the site or through the site's services or features by third parties. However, we reserve the right at all times to disclose any information as necessary or advisable to satisfy any law, regulation or government request; and to edit, to refuse to post or to remove any information or materials, in whole or in part, that, in our sole discretion, are in violation of these terms or applicable law. We may also impose limits on certain features of the site or restrict your access to part or the entire site without notice or penalty if we believe you are in breach of the guidelines set forth in our terms or in violation of applicable law without notice or liability.

DATA BACKUP

It shall be incumbent upon you to take a backup or make copies of the data which you provide so that these additional copies may be used to restore your system's data in case of a data loss event. The primary purpose is to recover data as a reaction to data loss, be it by data deletion or corrupted data. The secondary purpose of backups is to recover data from a historical period of time within the constraints of a user-defined retention policy, typically configured within a backup application for how long copies of data are required.

You are solely responsible for maintaining and backing up all information, data, text or other materials (collectively "customer data") and software stored on your IT infrastructure and storage media before ordering the services. You acknowledge and agree that One Smarter or its referral partners have no responsibility or liability under any circumstance at any time for any loss or corruption of customer data, software or hardware that may arise out of the services

WARRANTY

On some occasions, Services rendered by us may not result in a successful resolution of a given problem. Except as otherwise provided for herein, One Smarter's further makes no warranties or representations with respect to any advice, guidance, information or other content posted to the community portion of the site or otherwise supplied to the site by any third party, and expressly disclaims all warranties, express or implied, with respect to community content and other third party content available on the site.

DISCLAIMER OF WARRANTIES

EXCEPT WHAT HAS BEEN EXPRESSLY SET FORTH ABOVE, THE SERVICES (INCLUDING, WITHOUT LIMITATION TO ALL ADVICE, CONTENT, AND SOFTWARE ETC.) ARE PROVIDED ON AN AS-IS BASIS, WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION TO, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OF THE SERVICES RENDERED BY One Smarter's, AND NO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE RENDERED BY One Smarter. One Smarter DOES NOT WARRANT THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR FREE, OR SUCCESSFUL IN RESOLVING THE PROBLEM OR DIFFICULTY ENCOUNTERED BY YOU.

One Smarter MAKES NO WARRANTY THAT THE SERVICES RENDERED BY US WILL SATISFY OR MEET YOUR EXPECTATIONS OR REQUIREMENTS BUT WILL BE UNDER AN OBLIGATION TO MAKE COMMERCIALLY REASONABLE EFFORTS TO TRY TO RESOLVE YOUR PROBLEM. NO ADVICE, RESULTS, CONTENT OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED OR RECEIVED BY YOU FROM THE SERVICES RENDERED BY One Smarter's SHALL RESULT IN CREATION OF ANY WARRANTY WHATSOEVER.

REGISTRATION, PASSWORDS AND SECURITY

In order to use certain software or services, registration with the One Smarter website is necessary. The said registration may be carried out by you, or with your permission we may carry out such registration on your behalf. For the registration process, you may be asked to designate or assign, or we may designate or assign for you, a user name and password. You are solely responsible for maintaining the confidentiality of any password or any account information you receive from One Smarter's, and you shall be solely responsible for all activities that occur using that password or any other account information. You must provide complete and accurate identification, contact, and other information required as part of the registration process as required under applicable law. Upon learning of any unauthorized disclosure or use of your password or other account information, you must immediately and without any delay notify One Smarter's about the same. One Smarter's shall not be liable for any unauthorized use of the services under your account or from your IT Infrastructure.

FEES AND PAYMENT

For the services rendered by One Smarter's, you shall be liable to pay the agreed upon fee quoted to you. The fee for the services will be charged and paid directly from your credit card and you agree to pay the charges applicable to your selected services, in addition to any applicable taxes including but not restricted to service tax, sales tax, etc. Fees and/or charges displayed on site do not include any taxes or other applicable fees, unless expressly stated. Taxes and/or other applicable fees are payable by you, in the applicable amount at the time that your account is charged.

For Subscription Services, the applicable fees will depend on the nature and type of service or subscription that you have availed of or purchased, and also the duration for which the said subscription has been availed or purchased.

Unless you have purchased a special or trial offer subscription service that specifically provides other terms for cancellation and/or refund, you may cancel any subscription service within five (5) days following your purchase of the subscription service, by contacting One Smarter and pay only for services that you have already used. Otherwise, the fees for subscription service shall be charged for the applicable period and are non-refundable.

By authorizing us to charge and take payment from your credit card for your subscription service, you further authorize One Smarter's to continue to charge and take payment from your credit card for all fees associated with the subscription service, including renewals. If you do not wish to renew your subscription service, you must contact One Smarter's at least 7 (seven) working days prior to your next scheduled charge for subscription service. If you do not contact One Smarter's to request termination of services, then the subscription service that you have purchased will be automatically renewed for another subscription period.

REFUND POLICY

For subscription based plans a partial refund will be issued if One Smarter are cancelled as described for each service. If there are one or more resolved issues, the fees for the Subscription Service will not be refundable. Notwithstanding this, One Smarter's may, at its sole discretion and on a case by case basis, agree to a refund of Subscription fees after deducting charges for servicing the Customer.

For incident based plans, you will be eligible for refund if the problem was out of scope of the plan purchased, or at the sole discretion of One Smarter.

For incident based plans, you will be eligible for refund if the problem was out of scope of the plan purchased, or at the sole discretion of One Smarter.

SERVICE AVAILABILITY

Some services may not always be available in your time zone or geographic location. The services may not always be available due to system maintenance or internet service disruptions.

One Smarter's reserves the right to terminate your services, upon notice, if One Smarter's determines, in its sole business judgment, that your subscription service is being used (a) fraudulently, (b) maliciously, (c) by any person or entity other than you, (d) for any person other than a registered user, (e) unreasonably. In the event that your subscription service is terminated, One Smarter's will refund to you, a pro rata portion of any fees that you have prepaid for the subscription services. Subscription services may be subject to additional requirements, limitations, and restrictions depending on the subscription you purchased.

USE OF THE SERVICES

Your use of the services is only for your personal and internal business purposes and is not in any manner intended for any commercial use whatsoever, including any resale or affecting any further transfer to others. You are not authorized to sell, lease or rent, permit access to or use of the Services to any unauthorized person in any manner whatsoever.

You are further not permitted to allow access or use of the services by any other manufacturers, suppliers or vendors of your technology, or providers of services relating to such technology. You are not permitted to use, download or copy any information, data, text, photographs, graphics, video, or other materials provided with the services ("Content") unless:

• You use the content solely for personal, informational and non-commercial purposes;
• One Smarter's trademarks and copyright symbol and statement set forth on each page of the site appears on each downloaded or copied page; and
• No modifications are made to any content whatsoever.

The rights granted to you in connection with the services constitute a license and not a transfer of title in any manner whatsoever. One Smarter's reserves the right to revoke the authorization to view, download and print the content available on the site at any time, and any such use shall be discontinued immediately upon notice from One Smarter. Except as expressly provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any content from the services in whole or in part without the prior written permission of One Smarter. Any rights not expressly granted herein are reserved by One Smarter.

RESTRICTIONS

You shall not:

• "mirror" ", i.e. unauthorized copying and reproduction of any content on the site on any other server without One Smarter's prior express written permission; or
• use the service for any illegal purpose; or
• misuse, abuse or make any unauthorized use of any property, network, website, personnel or equipment of One Smarter or its customers or its suppliers, including but not limited interfering with or otherwise disrupting networks connected to the service; or
• engage in any activities or actions in connection with the services that infringe or misappropriate the intellectual property rights of others, including without limitation, copyright, patent, trademark, trade secret and confidential information; or
• engage in any activities that violate the personal privacy or publicity rights of others; or
• access, monitor or use data, traffic, servers, computers , IT Infrastructure systems, facilities or networks provided with or accessible from the services, without proper authorization, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
• send unsolicited commercial messages, advertising, informational announcements or communications in any form ("SPAM") in connection with the services; or
• interfere with the services or any system, service, network, or person accessible from the services, including without limitation deliberate attempts to overload a system by the multiple postings of messages.

MODIFICATIONS TO THE SERVICES

We reserve the right, for any reason, in our sole discretion and without notice to you, to modify, terminate, change, suspend or discontinue any and all aspects of the services, including Content, Software, features and/or hours of availability, and we will not be liable to you or to any third party for doing so.

SECURITY

While we use reasonable security measures to deliver the services, you understand and acknowledge that no data transmission over the internet can be guaranteed to be 100% secure and in any event. We do not guarantee, despite our best efforts, that any personal information you have submitted to us will remain free from any unauthorized intrusion by the malicious acts of any third party.

SUBMISSIONS

All comments, feedback, information (other than your personally identifiable information or billing information) or materials submitted to One Smarter ("Submissions") shall be considered non-confidential and One Smarter's property. By providing such submissions to One Smarter, you agree to assign to One Smarter, at no charge, all worldwide rights, title and interest in copyrights and other intellectual property rights to the said submissions. One Smarter shall be free to use and/or disseminate such submissions on an unrestricted basis for any purpose.

As part of any subscription services purchased by you, you acknowledge and agree that One Smarter's may retain some of your personally identifiable information or billing information for purposes of record retention and for purposes of billing any renewals of the subscription services, which shall, however, not be subject to the foregoing assignment provision. You acknowledge that you are responsible for the submissions that you provide, and that you have full responsibility for the submissions, including their legality, reliability, appropriateness, originality and copyright.

You represent, warrant and agree that you shall not upload, post, transmit, distribute or otherwise publish through the site, or any service or feature made available on or through the site, any materials which are or may be construed to:

• restrict or inhibit anyone from using and enjoying the site or the site's services;
• be fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, or that threatens or invites violence, or that is derogatory of others on the basis of gender, race, ethnicity, national origin, religion, sexual preference or disability;
• constitute or encourage conduct that would constitute a criminal offense, give rise to potential civil liability or otherwise violate any local, state, national or international law;
• violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right;
• contain a virus, spyware, or other harmful component;
• contain embedded links, advertising, chain letters or pyramid schemes of any kind;
• constitute or contain false or misleading indications of origin, endorsement or statements of fact; or
• contain sensitive, proprietary or confidential information about yourself or others.

Except as may be expressly permitted in connection with one of the site's services, you also may not offer to buy or sell any product or service on or through your submissions. We will not accept responsibility for any information included in any submissions created or posted by third parties. You are responsible for the content and consequences of any and all of your activities; you submit submissions at your own risk.

By submitting or sending submissions to us, you:

• represent and warrant that the submissions are not confidential or secret, and no confidential or fiduciary relationship is intended or created between you and us in any way in relation to the said submissions
• represent and warrant that the submissions are original and proprietary to you, that no other party has any rights thereto, and that any "moral rights" in submissions have been waived, and
• you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub licensable right and license to use, copy, reproduce, modify, adapt, print, publish, translate, create derivative works from, distribute, perform and display such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, including for promotional and/or commercial purpose, and to authorize others to do so. We cannot be responsible for maintaining any submissions that you provide to us, nor are we responsible for any information included in any submissions (for example, without limitation, any comments), and we may delete or destroy any such submissions at any time.

TRADEMARKS

All trademarks referenced on the website are and remain the property of their respective owners. No license in or to such intellectual property belonging to such company, organization, product, person, or event is intended or should be inferred.

LINKS FROM AND TO THE SITE

This site may contain hyperlinks to web sites that are not controlled by One Smarter. One Smarter is not responsible for and does not endorse or accept any responsibility over the contents or use of these web sites, including, without limitation, the accuracy or reliability of any information, data, opinions, advice or statements made on these web sites. You are not permitted to provide any type of link to the site without the express written permission of One Smarter. We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link, and to require termination of any such link to the site, at our discretion at any time.

DEALINGS WITH THIRD PARTIES

In the course of delivering the services to you, we may refer you to third parties, or the websites of third parties, that offer products and/or services that may facilitate the resolution of your issues or otherwise be of potential assistance to you. These third parties and/or their websites may also be linked and/or displayed on the site. Although we may link or otherwise refer you to such products and services offered by third parties, unless expressly stated to the contrary, such references, links and/or displays in no way mean, imply, suggest or constitute any evaluation or approval by us of those third parties or their products or services.

We are not responsible in any way for the contents of any third party web sites, products, services or information. Your transactions/ dealings in any manner with other third party entities on account of or promoted on or through the services, including but not restricted to payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such transactions/ dealings etc., are solely between you and such other third party entity. You hereby expressly agree that One Smarter shall not be responsible or liable for any loss or damage of any sort incurred by you as the result of any such transactions/ dealings or as the result of or on account of or the promotion of such other third party entities on the services. Similarly, any third parties that may refer you to the services of One Smarter have no responsibility or liability for the services provided by One Smarter.

TERMINATION

One Smarter reserves the right to stop providing any or all of the services at any time for any reason whatsoever and may, as your sole and exclusive remedy or right, refund the fees already paid for the applicable services for period which remains outstanding, if any, after termination of the services. If, however, you have breached the Terms of Service, no refund shall be paid by One Smarter. One Smarter will not be liable to you or any third-party for termination of the services for any reason, other than providing a refund at its convenience, at the time One Smarter ceases or stops providing any or all of the services at any time for any reason whatsoever. You hereby agree and acknowledge that upon termination One Smarter may immediately deactivate or delete your user account and all related information and files in your user account and/or bar any further access to the services.

INDEMNITY

You agree to defend, indemnify and hold One Smarter, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, in any way arising from or related to your use of the services or your violation of the terms.

LIMITATION OF LIABILITY

In no event shall One Smarter, its suppliers, and referral partners or any of their respective directors, officers, employees, agents, or content or service providers be liable for any indirect, special, incidental, consequential, exemplary or punitive damages of any kind or nature, whether from contract, tort (including negligence), misrepresentation, strict liability or any other legal or equitable theory, arising from directly or indirectly related to the use of, or the inability to use, the services, software, content even if One Smarter has been advised of the possibility of such damages.

In no event shall the total liability of One Smarter, its suppliers, and referral partners to you in the aggregate for any and all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms or your use of the services, software or content exceed the greater of the amount paid for the services at issue or US $100.00.

GOVERNING LAW; JURISDICTION

These Site Terms are governed by and will be interpreted in accordance with the laws of the United States and by the laws of the State of Ohio, without regard to its conflict of law provisions. In the event of any dispute or difference arising out of or in connection with your use of the Site, we shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within 30 days, then either party may submit such dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under the applicable law.

ELECTRONIC COMMUNICATIONS

The information communicated on this site or through email constitutes an electronic communication. You agree that One Smarter, on behalf of itself and others who may be involved with delivering the services (as applicable), may communicate electronically by e-mail and/or may make communications available to you by posting them through the site, and that such communications, as well as notices, disclosures, agreements and other communications are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by us. Notices and communications to One Smarter must be sent to the applicable address identified on our site.

GENERAL INFORMATION

If any term of the terms is found by a court of competent jurisdiction to be illegal, the parties nevertheless agree that the parties shall endeavor to incorporate a suitable and legally permissible alternative term or provision to the provision held to be illegal, the other terms, will however, remain in full force and effect and bind the parties. You are not permitted to assign the terms or any of your rights or obligations under the terms without One Smarter's express written consent. The terms will however inure to the benefit of One Smarter's successors, assigns and licensees.