ONE SIMPLE MOVE
Standard Terms and Conditions
BEFORE SIGNING UP FOR THE ONE SIMPLE MOVE ONLINE PROGRAM PLEASE READ VERY CAREFULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PARTICIPATION IN THE ONE SIMPLE MOVE ONLINE PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU WILL NOT ABLE TO CREATE AN ACCOUNT OR PARTICIPATE IN THE ONE SIMPLE MOVE ONLINE PROGRAM.
This Agreement is effective January 5, 2007.
1. Introduction. One Simple Move™ allows members to access a full range of relocation services and permits users to track progress of the relocation online. The services offered by One Simple Move, Inc. ("OSM") include the onesimplemove.com website (the "OSM Website"), and certain other features, content, or applications offered from time to time by OSM in connection with the OSM Website (the “Program”). By using the Program, you are agreeing to the following legally binding terms, including those available by hyperlink, (the "Agreement"). You are only authorized to use the Program if you agree to abide by all applicable laws and to this Agreement. If you do not agree with the Agreement, you should leave and discontinue use of the OSM Website immediately. "You" means any person identified in an enrollment form, and/or any person acting on account holder’s behalf.
2. Program Participation and Responsibilities.
(a) OSM offers You access to the Program solely for your personal and non-commercial use. Use of the Program is subject to OSM’s prior approval. OSM reserves the right to refuse participation, or to restrict, suspend, or terminate your access at any time, in OSM’s sole discretion, without liability.
(b) By enrolling in the OSM Website and establishing an OSM Website account (“Account”), You represent and warrant that (i) all of the registration information You provided is correct and current; (ii) You will maintain the accuracy of the information; (iii) You are able to form legally binding contracts; (iv) You are a natural person age 18 or over; (v) all of the Representations and Warranties contained in Section 3 below are true and correct; and (vi) You have complied and will continue to comply with all applicable laws, third party rights, and the OSM policies (including this Agreement) during your use of the Program.
(c) You are solely responsible for your use of the Program. The Program is for the personal use of Account holders only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by OSM. Commercial advertisements, affiliate links, and other forms of solicitation are prohibited. Illegal and/or unauthorized use of the Program is prohibited. Text, files, images, photos, video, sound, works of authorship, of other materials (collectively, “Content”) that is posted or distributed by You may not include nudity, obscene, lewd, violent, harassing, sexually explicit or otherwise objectionable subject matter.
(d) Please report problems, questionable content, and policy violations to OSM. OSM reserves all rights to investigate any activity that may violate this Agreement. Should OSM determine that You are violating the Terms and Conditions of this Agreement, or should OSM think that You are creating possible legal liabilities, or acting inconsistently with the letter or spirit of our policies, OSM may limit, suspend, or terminate your Account, prohibit your access to the Program, remove content You posted, and/or take technical and legal steps to prohibit your access to the Program. OSM also reserves the right to cancel unconfirmed accounts or accounts in payment default as described below.
3. Fees and Services.
(a) Affiliate Partners and Other Vendors. As described in Section 4 of this Agreement, the Program may offer services and products offered by Affiliate Partners and other vendors. Affiliate Partners and other vendors are third-party providers of services and products, and are not agents or employees of OSM. Similarly, OSM is not an agent and has no authority to bind Affiliate Partners or other vendors by contract or otherwise. OSM has no control over and does not guarantee the quality, safety, truth or accuracy of products or services advertised, the ability of Affiliate Partners or other vendors to sell items or services, or that Affiliate Partners or other vendors will actually complete a transaction. Affiliate Partners and other vendors charge fees for their services and products, and all fees and services provided by these third-party providers will be billed separately from fees billed for establishing and managing your Account (the latter being free during the Free Look Period as described below). Affiliate Partners and other vendors may modify their fees in their own discretions.
(b) OSM Website Free Look Period. OSM offers an initial ninety (90) day period where no charges are assessed for establishing and managing your Account (the “Free Look Period”). The Free Look Period begins once you have agreed to all Terms and Conditions herein and have satisfied the necessary steps to create your account (“Start Date”), and ends ninety (90) days after the Start Date (“End Date”).
(c) Charges After Free Look Period. Following the Free Look Period, you may maintain control of your Account(s) for an annual fee of U.S. $99.00 (ninety-nine dollars and zero cents) (“Annual Fee”). After payment of the Annual Fee, You will have login access and control of your Account for 365 (three hundred and sixty five) days following OSM’s receipt of your Annual Fee payment. Should you wish to pay a monthly fee of U.S. $9.99 (nine dollars and ninety-nine cents) (“Monthly Fee”), You will have login access and control of your Account for 30 (thirty) days following OSM’s receipt of your Monthly Fee payment. All payments received by OSM are nonrefundable and no portion of an Annual Fee and/or a Monthly Fee, once received by OSM, will be refunded back to You under any circumstances.
(d) Payment of Fees. You are responsible for paying all fees and applicable taxes associated with the products and/or services offered through the Program in a timely manner with a valid payment method. If your payment method fails or your account is past due, in its sole discretion, OSM may (i) shut down your account, (ii) render all of your data no longer viewable, (iii) remove and/or delete all information within your Account and/or (iv) collect fees owed using other collection mechanisms. Should You satisfy payment of fees in arrears, OSM may, but is not required to, restore your Account and reinstate your data.
4. Representations and Warranties.
(a) You represent and warrant that (i) You are the owner of each Account or that You are legally authorized to act on behalf of the owner of such Account(s) for the purposes of this Agreement; (ii) You are not temporarily or indefinitely suspended from the Program; (iii) You agree to pay all fees for services and products selected using the Program; (iv) OSM is granting you a limited, revocable, nonsublicensable license to display the Content from the Program (excluding the software code) solely for your personal use in connection with viewing and using the Program; and (v) OSM and certain OSM licensors own all right, title and interest, including without limitation all means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, now or hereafter in force and effect worldwide (hereinafter described as "Intellectual Property Rights"), in and to the Program, and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement.
(b) You further represent and warrant that while using the Program, you will not:
(i) Interfere or attempt to interfere with the Program by (a) transmitting or distributing viruses or any other technologies that may harm OSM or interests or property of Account holders; (b) copying, modifying, or distributing content from the OSM website; (c) circumventing or manipulating OSM billing, or fees owed to OSM; (d) disassembling or otherwise attempting to derive source code from any Program, software, or documentation, or creating or attempting to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto; or (e) any other action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
(ii) Post or distribute Content that (a) violates the Intellectual Property Rights or any other rights of any person or entity; (b) promotes or provides information that is false or misleading or promotes illegal activities, enterprises or conduct that is abusive, threatening, obscene, defamatory or libelous; (c) solicits personal identifying information from other account holders; (d) involves commercial activities and/or sales without our prior written consent; (e) is false, inaccurate, misleading or defamatory; or (f) is an unsolicited mass mailing or instant message;
(iii) Adapt, copy, reproduce, modify, transmit, translate, create derivative works from, sell, perform, distribute, or publicly display any Content (except for your personal information) from the Program without the prior written permission of OSM; and
(iv) Remove, obscure, or alter OSM or a third-party’s proprietary rights notices affixed to or contained within any OSM Program, software, or documentation.
(c) OSM reserves the right, in its sole discretion, to determine whether your activities violate the foregoing prohibitions. As described in Section 1 of this Agreement, OSM reserves the right to investigate and take appropriate action against You if you violate the foregoing provisions.
5. Services and Products Offered by Affiliate Partners and Other Vendors.
(a) Services and products provided through the OSM Website by Affiliate Partners and other vendors may be located on third party websites or applications, via a link, click-through advertising, or otherwise. OSM is not responsible for the Content, accuracy or opinions expressed on such third-party websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by OSM. Inclusion of any linked website on the Program does not imply approval or endorsement of the linked website by OSM. When you access these third-party sites, you do so at your own risk. OSM does not make any warranty with respect to such third party services or products. When you purchase an item or service from a third party, including an Affiliate Partner or vendor, you are not transferring legal ownership of items via the OSM website, or through OSM. You are responsible for confirming the sufficiency and reliability of any third party products and services, and you hereby release OSM from any and all claims, demands, liability and damages (actual or consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with your use or purchase of such third-party services or products.
(b) Certain of the Program and/or third-party websites may be financial or mortgage products and services that provide information based on user-inputted data. These instruments are not an offer to lend. Interest rates shown are for demonstration purposes only. Actual market interest rates may vary. OSM is not a real estate broker, mortgage broker or mortgage lender, and OSM does not aid or assist borrowers in obtaining, soliciting borrowers or lenders for, negotiating or making loans secured by liens on real property. You may be subject to additional and/or different terms, conditions, and privacy policies when you use third party services, content, software or sites.
6. Privacy and Information Rights. Use of the Program is also governed by our Privacy Policy [CLICK HERE TO VIEW], which is incorporated into this Agreement by this reference. OSM disclaims all responsibility, and will not be liable to You for any disclosure of information. If you object to your information being transferred or used in this way please do not use our services.
7. Copyright. All materials on the Program are owned and copyrighted or licensed by OSM, its corporate affiliates or its third-party vendors. No reproduction, distribution, or transmission of the copyrighted materials on the Program is permitted without the written permission of OSM. Any rights not expressly granted herein are reserved. All inquiries must be filled in accordance with Title 17, U.S. Code, §512. Notifications of claimed copyrighted infringement should be sent to: IP Administrator, One Simple Move, Inc., 200 Green St Suite 200, San Francisco, CA 94111. Telephone toll-free 800.768.0607.
8. Termination; Cancellation. You may terminate your Account at any time, for any reason. OSM may at any time, in its sole discretion, terminate or modify this Agreement, or suspend or terminate all or part of the Program, for any reason without cause at any time.
9. Release and Indemnification.
(a) If you have a dispute with one or more of the third-party service or product providers, including Affiliate Partners or other vendors, you release OSM (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
(b) You will indemnify, defend and hold OSM, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. advertisers, Affiliate Partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expenses (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to, or which may otherwise arise from your use of the Program, the Account(s), and/or your breach of any term of this Agreement.
10. No Warranty. OSM MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ANY ITEMS, PICTURES OR OTHER CONTENT POSTED BY YOU ARE BASED ON NON-OSM MANAGED CONTENT, OSM SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ITEMS, PICTURES OR OTHER CONTENT. The Program is provided "AS-IS".
11. Limitations of Liability; Force Majeure. OSM cannot guarantee and does not promise any specific results from use of the Program. OSM is not responsible for any incorrect or inaccurate Content posted on the Program or in connection with the Program, whether caused by OSM, or other account holders, third-party services and product providers (including Affiliate Partners and other vendors), or by any of the equipment or programming associated with or utilized in the Program. OSM cannot guarantee continuous or secure access to our services, and operation of the Program and access to your Account may be interfered with by numerous factors outside of our control. OSM is not responsible for the conduct, whether online or offline, of any account holders, Affiliate Partners, or other vendors of the OSM Website. OSM is not responsible for any loss or damage, including personal injury or death, resulting from use of the Program, from the conduct of account holders, Affiliate Partners, or other vendors, whether online or offline. OSM shall not have any liability for any failure or delay resulting from any condition beyond the reasonable control of it, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures. IN NO EVENT SHALL OSM BE LIABLE TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF OSM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You acknowledge that OSM has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
12. No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
13. Dispute Resolution. If a dispute arises between You and OSM, OSM would like to quickly and cost-effectively resolve the dispute. Accordingly, You and OSM agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or the Program (a "Claim") in accordance with this Section or as OSM and you otherwise agree in writing. Before initiating litigation, You are encouraged to contact OSM directly to seek a resolution to your matter. This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents without regard to conflict of law provisions. You agree that any claim or dispute you may have against OSM must be resolved by a court located in the County of San Francisco, California, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within the County of San Francisco, California for the purpose of litigating all such claims or disputes. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All claims you bring against OSM must be resolved in accordance with this Section. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, OSM may recover attorneys' fees and costs up to $1,000, provided that OSM has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
14. Entire Agreement. This Agreement sets forth the entire understanding and agreement between You and OSM with respect to the subject matter hereof.
15. General. The failure to require performance of any provision shall not affect OSM’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In OSM’s sole discretion, OSM may assign this Agreement. You may not resell, assign, or transfer any of your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to OSM. Headings are for reference purposes only and do not limit the scope or extent of such section. OSM’s failure to act with respect to a breach by You or others does not waive our right to act with respect to subsequent or similar breaches. OSM do not guarantee that it will take action against all breaches of this Agreement.
16. Notices.
(a) Except as explicitly stated otherwise, legal notices shall be served on OSM’s registered agent for service of process or to the email address you provide to OSM during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, OSM may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
(b) OSM may modify this Agreement at any time by posting the amended terms on the OSM Website. Except as stated elsewhere, all amended terms shall be effective upon posting on the OSM Website. Any modifications to this Agreement must be made in writing executed by both parties, by your online acceptance of updated terms, or by your continued participation in the Program after such terms have been updated on the Program. It is important that you review this Agreement regularly to ensure you are updated as to any changes.