“Services” means the software products, hosted services, websites, APIs, AI-assisted services, open-core software, customer portals, and related offerings provided by Oninit.
“Customer” means the individual or entity that has entered into these Terms with Oninit and is responsible for accounts created under it.
“User” means any individual authorized by a Customer to access the Services.
“Customer Content” has the meaning given in the Customer Content section.
“Documentation” means the user guides, technical specifications, and policies published by Oninit.
Users must be at least 18 years of age (or the age of majority in their jurisdiction) and must have authority to bind the entity they represent. Users are responsible for the accuracy of registration information, for safeguarding credentials, and for all activity occurring under their accounts. Oninit may suspend or terminate accounts that violate these Terms or that present a security risk.
Customers retain ownership of all data, content, files, documents, software, databases, prompts, inputs, outputs, and other materials submitted to the Services (“Customer Content”).
Oninit acquires no ownership interest in Customer Content and receives only the limited rights necessary to host, store, process, analyze, transform, secure, improve, maintain, and provide the Services.
Use of the Services is subject to the Acceptable Use Policy.
Services are provided on an “as available” basis and may be modified, suspended, or discontinued at any time. Oninit does not commit to any specific uptime unless expressly stated in a separate written service level agreement.
Paid Services are billed in accordance with the pricing and billing terms presented at the point of purchase or set forth in an applicable order form. Fees are non-refundable except where required by law. Customers are responsible for all applicable taxes other than taxes on Oninit’s net income. Subscriptions renew automatically for successive terms unless cancelled prior to the renewal date. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
These Terms remain in effect until terminated. Either party may terminate for material breach not cured within thirty (30) days of written notice. Oninit may suspend or terminate Services immediately for non-payment, security risk, suspected unlawful use, or violation of the Acceptable Use Policy. Upon termination, the Customer’s right to access the Services ceases, and Customer Content may be deleted following a reasonable retention window. Sections that by their nature should survive termination (including Customer Content ownership, fees accrued, disclaimers, limitations of liability, indemnification, confidentiality, and governing law) shall survive.
EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OPERATION. Customers are responsible for independently validating outputs before relying on them in production or business-critical environments.
To the maximum extent permitted by law, Oninit’s total cumulative liability arising out of or relating to the Services or these Terms shall not exceed the greater of (a) the fees paid by the customer to Oninit for the Services in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).
In no event shall Oninit be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost data, business interruption, or cost of substitute services, even if advised of the possibility of such damages.
These limitations apply regardless of the legal theory on which the claim is based (contract, tort, statute, or otherwise) and survive termination of these Terms. Some jurisdictions do not allow certain limitations of liability, so portions of this section may not apply to all customers.
Customers agree to defend, indemnify, and hold harmless Oninit and its officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Content; (b) Customer’s or its Users’ use of the Services in violation of these Terms or applicable law; or (c) infringement of any third-party right by Customer Content or Customer’s use of the Services.
Oninit and its licensors retain all right, title, and interest in and to the Services, including all software, documentation, designs, trademarks, and underlying technology. No rights are granted except those expressly set forth in these Terms. Any feedback, suggestions, or recommendations Customer or its Users provide may be used by Oninit without restriction or obligation.
Each party may receive non-public information from the other party that is identified as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party shall use Confidential Information only to exercise its rights and perform its obligations under these Terms, and shall protect it with at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care). This section does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
These Terms shall be governed by the laws of the State of Kansas, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Johnson County, Kansas (or, if Oninit’s principal place of business changes, the county in which it is then located), for any dispute arising out of or relating to these Terms or the Services. Each party waives any objection to such jurisdiction or venue.
Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility outages, pandemics, or natural disasters.
Oninit may update these Terms from time to time. Material changes will be communicated by posting the revised Terms with an updated effective date and, where reasonable, by notice through the Services or by email. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.
These Terms, together with any order forms, policies, and addenda referenced herein, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on that subject. If any provision is held unenforceable, the remaining provisions remain in effect. No waiver is effective unless in writing. Customer may not assign these Terms without Oninit’s prior written consent; Oninit may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Notices to Oninit shall be sent to legal@oninit.com and, for legal process, to Oninit’s mailing address listed in the Contact section. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, or employment relationship.
To discuss how Oninit ® can assist please call on +1-913-732-8892 or alternatively just send an email specifying your requirements.
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