Terms of Service
These Terms of Service (these “Terms”) govern access to and use of the website, web-based applications,
and related online services (collectively, the “Platform”) that are made available to you through your financial
institution and operated by Onsetto, Inc., a Delaware corporation (“Onsetto,” “we,” “us,” or “our”).By creating an account, clicking “Accept,” or accessing or using the Platform, you agree to be bound by these
Terms and our Privacy Notice (collectively, the “Agreement”). If you do not agree, you may not access or use
the Platform.
If you are accepting these Terms on behalf of a financial institution, business, or other legal entity, you
represent and warrant that you have authority to bind that entity, and “you” will refer to that entity.
1. Scope and Relationship to Other Agreements.
These Terms apply to all users of the Platform, including: (1) financial institutions and their authorized
personnel using the Platform to onboard or support business customers and to manage switching and related
workflows (“FI Users”); and (2) business entities and their authorized personnel using the Platform to
evaluate, initiate, or complete banking relationships and associated services with financial institutions
(“Business Users”). The Platform is intended for use by organizations and individuals acting in a business or
professional capacity and is not intended for personal, family, or household use.
By accessing or using the Platform on behalf of a financial institution, business, or other legal entity,
you represent and warrant that you have authority to bind that entity to these Terms, and that the entity
will be responsible for all access to and use of the Platform by its personnel and other authorized users.
In that case, “you” refers to the entity.
If you or your institution has executed a separate written agreement with Onsetto (such as a Master Services
Agreement, order form, or statement of work) (an “MSA”): (1) the MSA governs to the extent of any conflict
with these Terms with respect to the subscribed services and commercial relationship; and (2) these Terms
govern your access to and use of the Platform to the extent not expressly addressed in the MSA (for example,
general acceptable use, IP rights, and online account access).
2. Description of the Platform and Services
The Platform is a software-as-a-service solution designed to help financial institutions and business
customers analyze existing banking relationships, identify account dependencies (such as ACH templates,
recurring payments, receivables connections, and other operational linkages), and manage the process of
switching or establishing commercial banking relationships (the “Services”). The Platform may also include
dashboards, workflow tools, automation features, integrations with third-party providers, and other
functionality made available by Onsetto from time to time.
Onsetto provides technology and workflow tools only. Onsetto is not a bank, credit union, depository
institution, or money transmitter; does not open or maintain deposit accounts; does not take custody of
or handle customer funds; and does not execute or authorize payment instructions on behalf of any
user. Any banking or financial product or service is provided exclusively by the applicable financial institution
under its own terms and applicable law.
Onsetto does not provide legal, tax, accounting, or financial advice, and nothing on the Platform should be
interpreted as such. Users are solely responsible for evaluating whether, when, and how to change financial
institutions, modify banking arrangements, or rely on outputs generated by the Platform.
The Platform may integrate with, rely upon, or make available services, data connections, or functionality
provided by third parties, including account-aggregation and connectivity providers, cloud infrastructure
vendors, and other service providers (“Third-Party Services”). Third-Party Services are governed solely by
their own terms and policies, and Onsetto is not responsible for their performance, availability,
accuracy, or security.
3. Eligibility, Accounts and Authorized User
Access to and use of the Platform is limited to users who are at least eighteen (18) years old and who have the
legal capacity and authority to enter into this Agreement. The Platform is offered solely for business and
professional use by financial institutions and business entities, and not for personal, family, or household
purposes.
To access certain features of the Platform, users must register for an account (an “Account”) and provide
accurate, complete, and current registration information. Users agree to maintain and promptly update their
information as necessary to keep it accurate and complete. Onsetto may rely on the accuracy of all
information provided in connection with account creation and use of the Platform.
Accounts are issued to and controlled by the applicable financial institution or business entity, not to
individual users. Each entity is responsible for designating individuals authorized to access the Platform on
its behalf (“Authorized Users”) and for all actions taken through its Account, whether by its Authorized Users
or any other person using its credentials. Entities are responsible for ensuring that all Authorized Users
comply with these Terms.
Users are responsible for maintaining the confidentiality and security of their login credentials and for all
activity occurring under their Account. Sharing credentials with unauthorized individuals is prohibited. Users
must promptly notify Onsetto at support@onseto.com of any suspected unauthorized access to or use of the
Platform or any other security incident related to their Account.
Onsetto reserves the right to suspend or terminate Accounts, or restrict access to the Platform, if account
information is inaccurate or incomplete, if an Account is used in violation of these Terms or applicable law, or
if Onsetto reasonably believes that continued access poses a security, operational, or legal risk.
4. Use of the Platform and Acceptable Use
Subject to these Terms and any applicable MSA, Onsetto grants users a limited, non-exclusive, non
transferable, non-sublicensable right to access and use the Platform solely for their internal business
purposes and in accordance with applicable law. No rights are granted except as expressly set forth in these
Terms.
manner that: (i) violates any applicable law, regulation, or contractual obligation; (ii) infringes,
misappropriates, or otherwise violates the intellectual property, privacy, or other rights of any person; (iii) is
fraudulent, deceptive, or misleading; or (iv) interferes with the normal operation, security, or integrity of the
Platform.
Platform; reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code,
underlying ideas, or algorithms of the Platform (except to the limited extent expressly permitted by applicable
law); remove, obscure, or alter proprietary notices; circumvent or disable security or access controls; access
the Platform through automated means without Onsetto’s prior written consent; introduce malware or other
harmful code; interfere with or disrupt the performance of the Platform or any data contained therein; or use
the Platform to provide services to third parties in a manner that competes with Onsetto, except as expressly
permitted in a written agreement with Onsetto.Users are solely responsible for their use of the Platform and for all data, information, and content submitted
to, uploaded to, or processed through the Platform (“User Data”), including ensuring that such use and User
Data comply with applicable laws, regulations, and third-party obligations. Users are responsible for
maintaining the security of their own systems, networks, and equipment used to access the Platform.
Onsetto may monitor use of the Platform to ensure compliance with these Terms and to protect the security
and integrity of the Platform. Onsetto reserves the right to suspend or restrict access to the Platform, in whole
or in part, if it reasonably determines that use of the Platform violates these Terms, applicable law, or poses a
security, legal, or operational risk to Onsetto, other users, or third parties.
5. Data, User Data, and Privacy
As between you and Onsetto, you retain all rights, title, and interest in and to any data, information, content,
or materials submitted to, uploaded to, or otherwise made available through the Platform by or on your
behalf, including data accessed from third-party systems at your direction (“User Data”). Except as expressly
provided in these Terms, nothing herein transfers ownership of User Data to Onsetto.
You grant Onsetto a non-exclusive, worldwide, royalty-free, sublicensable (solely to Onsetto’s service
providers, contractors, and subprocessors) right to collect, access, use, host, store, reproduce, transmit,
display, process, and otherwise handle User Data as reasonably necessary to: (i) provide, operate, maintain,
support, secure, and improve the Platform and Services; (ii) perform Onsetto’s obligations and exercise its
rights under these Terms and any applicable MSA; (iii) comply with applicable law, regulation, legal process,
or governmental request; and (iv) create Aggregated Data and Derived Data as described below.
Onsetto may create, derive, retain, and use data sets, models, features, extractions, annotations,
benchmarks, test sets, error analyses, performance metrics, outputs, and other materials generated from or
based on User Data (“Derived Data”), including for the purposes of developing, training, testing, validating,
monitoring, and improving machine learning models, large language models, algorithms, and other
technologies used in or supporting the Platform and related services. To the extent Derived Data includes or is
derived from User Data, Onsetto will remove or de-identify any personal information contained therein before
using Derived Data for any purpose unrelated to providing the Services to you.
Onsetto may also create aggregated, anonymized, or de-identified data derived from User Data and from use
of the Platform (“Aggregated Data”). Aggregated Data and Derived Data will not identify you, your Authorized
Users, or any individual or organization and will not be shared externally in a manner that could reasonably be
used to identify you or any individual. Onsetto may use Aggregated Data and Derived Data for any lawful
business purpose, including to operate, analyze, improve, secure, and market the Platform and related
products and services, to develop new features and offerings, to conduct benchmarking or performance
analysis, and to enhance the accuracy, reliability, and functionality of its models and technologies.
For clarity, nothing in these Terms restricts Onsetto’s ability to retain User Data, or non-identifying portions
thereof, as necessary to develop, train, test, validate, or improve its models, algorithms, features, or services,
including through the use of individual records or documents (such as statements or transaction files) in
internal testing environments, provided that any personal information is removed or de-identified prior to any
use of such data outside of providing the Services to you and that such data is not disclosed externally in an
identifiable form.
You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of User
Data and for ensuring that you have obtained all rights, permissions, disclosures, and consents necessary to
provide User Data to Onsetto and to authorize Onsetto’s use of User Data as contemplated by these Terms.
You represent and warrant that your provision and use of User Data through the Platform, and Onsetto’s
processing of User Data in accordance with these Terms, do not violate applicable law or any third-party
rights or obligations, including privacy, confidentiality, data protection, or contractual restrictions.
Onsetto’s collection, use, disclosure, and safeguarding of personal information is governed by its Privacy
Policy, available at https://onsetto.com/privacy-policy/ (the “Privacy Policy”), which is incorporated into these
Terms by reference. The Privacy Policy describes the categories of personal information Onsetto collects,
how it is used and shared, data retention practices, security measures, and the rights and choices available
to individuals. By using the Platform, you acknowledge that you have reviewed the Privacy Policy.
To the extent User Data includes personal information relating to Authorized Users, customers, or other
individuals, you are responsible for providing any required notices and obtaining any required consents or
authorizations under applicable data protection and privacy laws before submitting such personal
information to the Platform or enabling Onsetto to access it through third-party systems or connections. You
remain responsible for complying with any obligations you owe directly to such individuals under your own
privacy notices, agreements, or applicable law.
The Platform may integrate with or rely upon third-party services and providers, including, without limitation,
account aggregation, data connectivity, cloud hosting, analytics, security, and communication providers
(“Third-Party Services”). User Data may be shared with or accessed by such Third-Party Services as
reasonably necessary to operate the Platform and provide the Services, or as otherwise described in the
Privacy Policy. Third-Party Services are governed solely by their own terms and privacy policies, and Onsetto
does not control and is not responsible for their data-handling or privacy practices.
Each party will comply with applicable data protection and privacy laws in connection with its performance
under these Terms. If required by law or agreed between the parties (including at the request of a financial
institution), the parties may enter into a separate data processing agreement, data protection addendum, or
similar document governing the processing of personal information. In the event of any conflict between
these Terms and such agreement with respect to the processing of personal information, such agreement will
control. In the event of any conflict between this Section 5 and the Privacy Policy with respect to Onsetto’s
collection, use, or disclosure of personal information, the Privacy Policy will control solely with respect to
personal information, and this Section 5 will control with respect to all other User Data and the allocation of
contractual rights and obligations between you and Onsetto.
6. Third-Party Services and Links
The Platform may integrate with, rely upon, or make available functionality, data connections, or services
provided by third parties, including, without limitation, account aggregation providers, data connectivity
services, cloud infrastructure providers, analytics providers, and other vendors (“Third-Party Services”).
Third-Party Services may enable access to external systems, accounts, or data at your direction for purposes
of providing the Services.
Your use of Third-Party Services is subject solely to the applicable third party’s terms, conditions, and privacy
policies, and not these Terms. Onsetto does not control, endorse, or assume responsibility for Third-Party
Services, including their availability, accuracy, performance, security, or continued operation. Onsetto makes
no representations or warranties regarding any Third-Party Services or the data or results obtained through
them.
By enabling or using Third-Party Services in connection with the Platform, you authorize Onsetto to access,
process, and transmit User Data through such Third-Party Services as reasonably necessary to provide the
Platform and Services or as otherwise described in these Terms and the Privacy Policy. Onsetto is not
responsible for any acts or omissions of Third-Party Services or for any loss, damage, or interruption arising
from or related to Third-Party Services, including outages, data inaccuracies, delays, or changes to third-party
systems.
The Platform may also contain links to third-party websites or resources for convenience. Such links do not
constitute an endorsement by Onsetto. Access to and use of third-party websites or resources is at your own
risk, and Onsetto has no responsibility or liability for any content, products, or services made available
through them.
7. Intellectual Proprietary Rights
As between you and Onsetto, Onsetto retains all rights, title, and interest in and to the Platform, the Services,
and all software, technology, algorithms, models, tools, workflows, interfaces, documentation, content, and
other materials made available by or on behalf of Onsetto in connection with the Platform, including all
improvements, enhancements, modifications, and derivative works thereof (collectively, the “Onsetto IP”), as
well as all intellectual property and proprietary rights therein. Except for the limited rights expressly granted to
you under these Terms, no rights in the Onsetto IP are granted by implication, estoppel, or otherwise.
Subject to these Terms and any applicable MSA, Onsetto grants you a limited, non-exclusive, non
transferable, non-sublicensable right to access and use the Platform and Services solely for your internal
business purposes during the term of this Agreement. You acknowledge that the Platform is licensed, not
sold, and that you acquire no ownership or proprietary interest in the Platform or Onsetto IP by virtue of your
use.
You retain all rights, title, and interest in and to your trademarks, service marks, logos, and other branding, as
well as in and to User Data, subject to the licenses granted to Onsetto under these Terms. Nothing in these
Terms restricts your ability to use your own data or intellectual property outside the Platform.
If you provide suggestions, ideas, enhancement requests, feedback, or other input regarding the Platform or
Services (“Feedback”), you grant Onsetto a perpetual, irrevocable, worldwide, royalty-free, fully paid,
sublicensable license to use, copy, modify, create derivative works of, distribute, and otherwise exploit such
Feedback for any purpose, without restriction, attribution, or compensation to you. Onsetto will be free to
incorporate Feedback into the Platform, its models, and its services without obligation.
You may not remove, alter, or obscure any copyright, trademark, or other proprietary notices included in or
displayed on the Platform. You may not use Onsetto’s name, trademarks, or logos in any manner that
suggests endorsement, affiliation, or partnership without Onsetto’s prior written consent, except as
otherwise expressly permitted in a written agreement.
8. Suspension and Termination
Onsetto may suspend, restrict, or disable access to the Platform, in whole or in part, on a temporary or
permanent basis, if Onsetto reasonably determines that: (i) you or any Authorized User has violated these
Terms, an applicable MSA, or applicable law; (ii) your use of the Platform poses a security, legal, regulatory, or
operational risk to Onsetto, another user, or a third party; (iii) suspension is required to comply with
applicable law, regulation, legal process, or a request from a governmental or regulatory authority; or (iv) you
have failed to pay undisputed amounts due, if applicable. Where commercially reasonable, Onsetto will
provide notice of any suspension and an opportunity to cure before restricting access.
You may discontinue use of the Platform at any time. If you have entered into an MSA with Onsetto,
termination of the Services and the parties’ respective rights and obligations will be governed by the
termination provisions of the MSA.
Onsetto may terminate your access to the Platform or these Terms upon notice if you materially breach these
Terms and fail to cure such breach within a reasonable period after notice, or immediately upon notice if the
breach is incurable. Onsetto may also discontinue the Platform or terminate these Terms for convenience
upon reasonable notice, subject to any applicable MSA.
Upon termination or expiration of your access to the Platform for any reason, your right to access and use the
Platform will immediately cease. Except as otherwise provided in an applicable MSA, Onsetto will have no
obligation to continue providing access to the Platform or Services following termination. Termination will not
relieve you of any obligations accrued prior to termination, including payment obligations, if any.
Notwithstanding termination, Onsetto may retain User Data, Aggregated Data, and Derived Data in
accordance with these Terms, its internal data retention practices, applicable law, and the Privacy Policy. Any
ongoing rights to Aggregated Data and Derived Data will survive termination. Sections that by their nature
should survive termination will survive, including, without limitation, Sections relating to intellectual property,
data rights, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and general
provisions.
9. Disclaimers
The Platform and Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent
permitted by applicable law, Onsetto and its affiliates, licensors, and service providers disclaim all
warranties, whether express, implied, statutory, or otherwise, including any implied warranties of
merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, reliability,
availability, and security, and any warranties arising from course of dealing, course of performance, or usage
of trade.
Onsetto does not warrant that the Platform or Services will be uninterrupted, error-free, timely, secure, or free
of harmful components, or that use of the Platform will meet your requirements. Onsetto further disclaims
any warranty that data, outputs, analyses, identifications, mappings, recommendations, or results generated
by or through the Platform, including those produced through automated processing, algorithms, or machine
learning models, will be accurate, complete, current, or suitable for any particular purpose.
Any information or outputs provided through the Platform are for informational purposes only. You remain
solely responsible for evaluating the accuracy and suitability of any information generated through the
Platform and for all decisions relating to banking relationships, account switching, compliance, or other
business activities. Onsetto does not provide legal, financial, accounting, or tax advice, and nothing on the
Platform should be construed as such.
Onsetto is not responsible for delays, failures, inaccuracies, outages, data loss, or other damages arising
from or related to: (i) User Data or third-party data sources; (ii) Third-Party Services or integrations; (iii)
internet or network interruptions; (iv) your systems, hardware, or software; or (v) events outside of Onsetto’s
reasonable control.
Some jurisdictions do not allow the exclusion of certain warranties, so certain disclaimers may not apply to
you. In such cases, these disclaimers will apply to the fullest extent permitted by applicable law.
10. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will Onsetto or its affiliates, licensors, or
service providers be liable for any indirect, incidental, special, consequential, exemplary, or punitive
damages, or for any loss of profits, revenue, goodwill, business interruption, data, or anticipated savings,
whether arising in contract, tort, negligence, strict liability, or otherwise, and whether or not foreseeable.
To the maximum extent permitted by applicable law, Onsetto’s total cumulative liability arising out of or
relating to these Terms, the Platform, or the Services, from all causes of action and theories of liability, will
not exceed the greater of: (i) the amounts paid by you to Onsetto for the specific Services giving rise to the
claim during the twelve (12) months immediately preceding the event giving rise to the claim; or (ii) one
hundred dollars (US $100) if no such amounts have been paid.
These limitations apply even if the remedies provided in these Terms fail of their essential purpose and
regardless of the form or source of the claim. You agree that the limitations of liability set forth in this Section
reflect a reasonable allocation of risk between the parties and are a fundamental basis of the bargain.
Notwithstanding the foregoing, if you have entered into an MSA with Onsetto that includes a limitation of
liability provision, the limitation of liability set forth in the MSA will govern to the extent of any conflict.
11. Indemnification
You agree to indemnify, defend, and hold harmless Onsetto, its affiliates, and their respective officers,
directors, employees, contractors, and agents from and against any and all third-party claims, demands,
actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees)
arising out of or relating to: (i) your or any Authorized User’s use of the Platform or Services in violation of
these Terms, any applicable MSA, or applicable law; (ii) User Data, including any allegation that User Data
infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, confidentiality
obligation, or other right of a third party; (iii) your failure to obtain any required rights, permissions, notices, or
consents relating to User Data or your use of the Platform; or (iv) your business decisions, acts, or omissions,
including any banking or financial relationships, account switching activities, or reliance on outputs or
information generated by the Platform.
Onsetto will promptly notify you of any indemnified claim, provided that failure to provide prompt notice will
not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such
failure. You will have sole control of the defense and settlement of any indemnified claim, provided that you
may not settle any claim in a manner that imposes any liability, obligation, or admission of fault on Onsetto
without Onsetto’s prior written consent, which will not be unreasonably withheld.
Onsetto may participate in the defense of any indemnified claim with counsel of its own choosing at its own
expense. Your indemnification obligations under this Section are independent of and in addition to any other
indemnification obligations set forth in an applicable MSA.
Notwithstanding the foregoing, if you have entered into an MSA with Onsetto that includes indemnification
provisions, the indemnification provisions in the MSA will govern to the extent of any conflict with this
Section.
12. Confidentiality
In connection with use of the Platform and the Services, each party may receive or have access to non-public
business, technical, financial, or operational information of the other party that is identified as confidential or
that reasonably should be understood to be confidential given the nature of the information and the
circumstances of disclosure (“Confidential Information”).
Each party agrees to: (i) use the other party’s Confidential Information solely as necessary to perform its
obligations or exercise its rights under these Terms; (ii) protect the Confidential Information using at least the
same degree of care it uses to protect its own confidential information of a similar nature, but in no event less
than reasonable care; and (iii) not disclose the Confidential Information to any third party except to its
employees, contractors, service providers, and professional advisors who have a need to know and are
bound by confidentiality obligations no less protective than those set forth in these Terms.
Confidential Information does not include information that: (i) is or becomes publicly available through no
breach of these Terms by the receiving party; (ii) is rightfully received by the receiving party from a third party
without restriction and without breach of any obligation of confidentiality; (iii) was independently developed
by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (iv) was
known to the receiving party prior to disclosure without restriction.
A receiving party may disclose Confidential Information to the extent required by applicable law, regulation,
or a valid court order, provided that, to the extent legally permitted, the receiving party gives the disclosing
party prompt notice of the required disclosure and cooperates, at the disclosing party’s expense, in seeking
confidential treatment or a protective order.
Upon termination of access to the Platform, each party will, upon reasonable request, return or destroy the
other party’s Confidential Information in its possession or control, except that the receiving party may retain
copies of Confidential Information as required by law, regulation, or internal recordkeeping policies, and as
otherwise permitted under these Terms. Notwithstanding the foregoing, Confidential Information that has
been incorporated into Aggregated Data or Derived Data will not be subject to return or destruction
obligations, provided that such Aggregated Data or Derived Data does not identify the disclosing party or any
individual.
If you have entered into an MSA with Onsetto that includes confidentiality provisions, the confidentiality
provisions in the MSA will govern to the extent of any conflict with this Section.
13. Dispute Resolution; Binding Arbitration; Class and Mass Action Waiver
Good-Faith Resolution.
Before initiating arbitration or any other formal proceeding, the parties agree to attempt in good faith to
resolve any dispute arising out of or relating to these Terms, the Platform, or the Services. A party initiating a
dispute must provide written notice describing the nature of the dispute and the relief sought. The parties will
attempt to resolve the dispute within thirty (30) days after notice, unless the parties mutually agree to extend
that period.
Binding Arbitration.
Except as expressly set forth below, any dispute, claim, or controversy arising out of or relating to these
Terms, the Platform, or the Services will be resolved exclusively by final and binding arbitration, rather than in
court, under the Federal Arbitration Act. The arbitration will be administered by the American Arbitration
Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect, as modified by this
Section.
Individual Arbitration Only.
Arbitration will be conducted on an individual basis only. The arbitrator may award relief only in favor of the
individual party seeking relief and only to the extent necessary to resolve that individual party’s claim. There
will be no right or authority for any dispute to be arbitrated on a class, collective, representative, or
private attorney general basis.
Mass Arbitration Waiver.
To the fullest extent permitted by applicable law, the parties agree that disputes may not be brought, joined,
or coordinated as mass arbitrations or as part of any consolidated or coordinated proceeding involving
multiple claimants. Claims of different parties may not be arbitrated together or consolidated without the
express written consent of both parties. The arbitrator will have no authority to preside over any form of
collective or mass proceeding.
Abusive or Bad-Faith Filings
If an arbitrator determines that a party has initiated or pursued arbitration demands in bad faith, including
through the improper coordination or multiplication of claims to increase arbitration costs unreasonably, the
arbitrator may award reasonable attorneys’ fees and arbitration costs to the prevailing party, to the extent
permitted by applicable law.
Arbitration Location, Governing Law and Procedures.
Unless the parties agree otherwise, the arbitration will be seated in the State of Minnesota, and the arbitration
will be governed by the Federal Arbitration Act and, to the extent not inconsistent with the Federal Arbitration
Act, the laws of the State of Minnesota, without regard to conflict-of-law principles. Unless the parties agree
otherwise or the arbitrator determines that a remote hearing is appropriate, any in-person arbitration hearings
will take place in Minnesota. The arbitrator will have authority to award any remedies permitted by applicable
law, subject to the limitations set forth in these Terms. Judgment on the arbitration award may be entered in
any court of competent jurisdiction.
Equitable Relief and Carve-Outs.
Nothing in this Section prevents either party from seeking injunctive or other equitable relief in a court of
competent jurisdiction to prevent or address actual or threatened misuse, misappropriation, or infringement
of intellectual property or confidential information, or to enforce its rights in connection with unauthorized
access to or misuse of the Platform.
Waiver of Jury Trial.
To the fullest extent permitted by applicable law, the parties knowingly and irrevocably waive any right to a
jury trial in any action, proceeding, or counterclaim arising out of or relating to these Terms, the Platform, or
the Services.
MSA Override.
Notwithstanding the foregoing, if you have entered into a Master Services Agreement or other written
agreement with Onsetto that includes dispute resolution, arbitration, or venue provisions, those provisions
will govern to the extent of any conflict with this Section.
14. Modification to the Platform and to These Terms
Onsetto may modify, enhance, update, or discontinue the Platform or any portion of the Services from time to
time, including by adding or removing features or functionality. Onsetto will use commercially reasonable
efforts to avoid material degradation of core functionality relied upon by paying customers. To the extent you
have entered into an MSA with Onsetto, any commitments regarding availability, functionality, or changes to
the Services will be governed by the MSA.
Onsetto may update these Terms from time to time to reflect changes in the Platform, applicable law,
regulatory requirements, or business practices. When material changes are made, Onsetto will update the
“Last Updated” date at the top of these Terms and may provide additional notice through the Platform or by
other reasonable means. Your continued access to or use of the Platform after updated Terms become
effective constitutes your acceptance of the updated Terms.
If you do not agree to any modification to these Terms, your sole remedy is to discontinue use of the Platform.
Except as otherwise expressly set forth in an applicable MSA, modifications to these Terms will not apply
retroactively to disputes arising prior to the effective date of the modification.
Notwithstanding the foregoing, if you have entered into an MSA with Onsetto, the terms of the MSA will govern
to the extent of any conflict between the MSA and these Terms, including with respect to changes to the
Services, notice requirements, or amendment procedures.
15. General Provisions
Governing Law.
These Terms are governed by and will be construed in accordance with the laws of the State of Minnesota,
without regard to its conflict-of-law principles, except that the Federal Arbitration Act will govern the
interpretation and enforcement of the arbitration provisions set forth in these Terms. If you have entered into
an MSA with Onsetto that includes a different choice of law, the choice of law in the MSA will govern to the
extent of any conflict.
Entire Agreement.
These Terms, together with any applicable MSA, the Privacy Policy, and any documents expressly
incorporated by reference, constitute the entire agreement between you and Onsetto regarding access to and
use of the Platform and Services, and supersede all prior or contemporaneous agreements, proposals,
representations, and understandings, whether written or oral, relating to the subject matter of these Terms.
Order of Precedence.
In the event of a conflict between these Terms and an MSA entered into between you and Onsetto, the MSA
will control with respect to the subject matter of the conflict. These Terms will control with respect to all
matters not expressly addressed in an MSA.
Assignment.
You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms
without Onsetto’s prior written consent. Onsetto may assign or transfer these Terms, in whole or in part,
without restriction, including to an affiliate or in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its assets. Any unauthorized assignment is void.
Relationship of the Parties.
The parties are independent contractors. These Terms do not create any partnership, joint venture, agency,
fiduciary, or employment relationship between the parties.
Severability.
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions
will remain in full force and effect, and the invalid provision will be deemed modified to the least extent
necessary to make it enforceable while preserving the parties’ intent.
No Waiver.
No waiver by Onsetto of any breach or default under these Terms will be deemed a waiver of any preceding or
subsequent breach or default. Any waiver must be in writing and signed by an authorized representative of
Onsetto.
Force Majeure.
Onsetto will not be liable for any delay or failure to perform its obligations under these Terms to the extent
caused by events or circumstances beyond its reasonable control, including acts of God, natural disasters,
pandemics, war, terrorism, civil unrest, labor disputes, supply chain disruptions, utility failures, or
interruptions of internet or telecommunications services.
Notices.
Notices to Onsetto under these Terms must be sent to:
Onsetto, Inc.
Attn: Legal
330 S. Second Avenue, Suite 200
Minneapolis, MN 55401
Email: legal@onsetto.com
Onsetto may provide notices to you through the Platform, by email, or by other reasonable means to the
contact information associated with your Account. Notices are deemed given when delivered or, if by email,
when sent.
Third-Party Beneficiaries.
Except as expressly stated in these Terms, there are no third-party beneficiaries to these Terms. Onsetto’s
affiliates, licensors, and service providers are intended third-party beneficiaries of Sections relating to
disclaimers, limitations of liability, indemnification, and intellectual property rights.
