Terms of Service
Please read these Terms of Service (this “Agreement”) carefully.
This Agreement is between you and Oshi, LLC (“Oshi”, “we”, or “us”) concerning your use of (including any access to) any of our website, mobile applications, and other related platforms (collectively, the “Oshi Platform”). When you access or use our Oshi Platform, you acknowledge that you have read this Agreement, understand the contents of this Agreement, and agree to the terms of this Agreement.
BY USING OUR OSHI PLATFORM, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT. IF YOU ARE USING THE OSHI PLATFORM ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, THEN YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU HEREBY REPRESENT AND WARRANT TO US THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT, YOU HEREBY INDEMNIFY AND RELEASE OSHI FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF OUR OSHI PLATFORM.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISIONTHAT, AS FURTHER SET FORTH IN SECTION 12 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
1. Changes to this Agreement
We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement on our Oshi Platform. Any such changes will become effective on the “Last Updated” date indicated above and such changes will not apply to any dispute between you and us arising prior to such date on which the revised Agreement incorporating such changes became effective, or otherwise notified you of such changes.
Your use of the Oshi Platform following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Oshi Platform (including access via any third-party links); charge, modify, or waive any fees required to use the Oshi Platform; or offer opportunities to some or all users.
2. Information You Submit to Us
3. Jurisdictional Issues
The Oshi Platform is controlled or operated (or both) from the United States and is not intended to subject Oshi to any non-U.S. jurisdiction or law. The Oshi Platform may not be appropriate or available for use in any non-U.S. jurisdiction. Any use of the Oshi Platform is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Oshi Platform’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.
The Oshi Platform may make available vouchers, promotions, coupons, discounts, or other related offers (collectively, “Merchant Listings”) for services, goods, or products provided by third parties (“Merchants”) to individuals seeking such Merchant Listings (“Purchasers”), as well as references and links to Merchant Listings (making such Merchant Listings available on the Oshi Platform, hereinafter, the “Services”). The Merchants and Purchasers may be referred to individually as a “User” and collectively herein as “Users.” The availability through the Oshi Platform of any listing, description, or image of Merchant Listing does not imply our endorsement of such Merchant Listing or affiliation with the provider of such Merchant Listing. We make no representations as to the completeness, accuracy, or timeliness of such listings, descriptions, or images (including any features, specifications, and prices contained therein). Such information and the availability of any Merchant Listing (including the validity of any coupon or discount) is subject to change at any time without notice. Certain weights, measures, and similar descriptions are approximate and are for convenience only. It is your responsibility to ascertain and obey all applicable local, state, federal, and foreign laws (including minimum age requirements) regarding the possession, use, and sale of any Merchant Listing.
Oshi offers Users the opportunity to transact Merchant Listings on the Oshi Platform. The Oshi Platform offers Merchants the ability to create a Merchant Listing, whereby a Merchant may describe a product or service offered in the Merchant Listings to be provided by the Merchant, the Merchant’s location, and other information deemed pertinent by the Merchant regarding its Merchant Listing and/or product/service offerings. All connections facilitated by Oshi involve Merchants advertising to Purchasers its own goods and services and Merchant Listings provided solely by Merchants. All details concerning a contract between Purchaser and Merchant including, but not limited to, the type of Merchant Listing, how the Merchant Listing is performed, or the location at which the Merchant Listing is to be performed are determined solely by Purchaser and Merchant. Users hereby agree that all Merchant Listings transacted between Users are undertaken at their own risk and discretion. Users hereby acknowledges that Oshi does not conduct background checks on Users or make any attempt to verify the information provided by Users to Oshi. Merchant hereby acknowledges that by agreeing to provide Merchant Listings to a Purchaser that Merchant assumes all risks associated therewith and shall perform inquiry into any Purchaser to Merchant’s satisfaction. Merchant hereby acknowledges that it is Merchant’s responsibility to put in place all safeguards necessary to protect Merchant in Merchant’s interactions with Purchasers. Users hereby acknowledge and agree that Oshi is not responsible for and makes no representation regarding the licensure, accreditation, or registration of any Merchant or Merchant Listings provided, or the accuracy of information presented on Merchant Listings or related to any Merchant. Notwithstanding anything herein, Oshi reserves the right to conduct background checks of any User using any third-party background check services. Merchant background checks may include, but are not limited to, verifying a User’s identity and checking a User’s comprehensive criminal background. Oshi may also interview certain of Merchant’s Purchasers from time to time. Oshi hereby reserves the right to terminate a User’s access to the Oshi Platform based on any information arising from such a background check or interview with another User.
NEITHER OSHI NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ON THE OSHI PLATFORM, ONLINE, OR OFFLINE, OF ANY MERCHANT OR PURCHASER AND YOU HEREBY RELEASE OSHI AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO OR ARISING THEREFROM. OSHI AND ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY, DISPUTE, OR DAMAGE ARISING IN CONNECTION WITH OR RELATED TO YOUR USE OF THE MERCHANT LISTINGS.
Users hereby acknowledge and agree that Oshi is simply a platform to facilitate connections among Users. Users hereby acknowledge and agree that the Merchant Listings are performed pursuant to an seller/buyer relationship and/or independent contractor relationship solely between Users, and Oshi does not have any control over the quality, suitability, training of Merchants, reliability, scheduling, durability, legality, performance, failure to provide, or any other aspect whatsoever of any Merchant Listings provided by Merchants to Purchasers. Oshi is not responsible for any act or omission or otherwise of any Merchant or Purchaser. Oshi makes no representations or warranties whatsoever with respect to any Merchant Listings offered or provided by Merchants or any inquiry by Purchasers regarding the Merchant Listings, regardless of whether such Merchant/Purchaser interaction occurs in public, in private, or offline.
Oshi collects a fee when a Merchant Listing is purchased by a Purchaser (the “Fee”). The Fee and accompanying terms are set forth in this Agreement, on the Oshi Platform, and/or accepted and executed as one or more separate agreements by and between you and Oshi.
If you wish to access the Oshi Platform and participate in the purchasing and/or offering of Merchant Listings, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address, and your shipping information. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A SUBSCRIPTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Merchant Listing transactions. Verification of information may be required prior to the acknowledgment or completion of any transaction. You agree to pay all charges incurred by you or on your behalf through the Oshi Platform, at the prices in effect when such charges are incurred, including all shipping and handling charges, if any. In addition, you are responsible for any taxes applicable to your transaction. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or Merchant Listing. Unless otherwise stated, the Fee will be withheld at the time of the transaction. All balances and all Fees, charges, and payments collected or paid in relation to Merchant Listings may be denominated in US dollars or Bitcoin.
4.3 Payment by Purchaser to Merchant.
In the event Merchant has clearly posted return policy, refund policy, Merchant Listing expiration, etc. (collectively, “Return Policy”) on the Merchant Listing, a Merchant may require a Purchaser to abide by such stated Return Policy. Merchants shall resolve any such conflict regarding to the satisfaction of both Purchaser and Oshi. Users hereby acknowledge that (1) Oshi takes efforts it considers reasonable to ensure the secure transmission of your payment information to third parties who process payments, (2) Oshi shall not be responsible for any errors associated with the processing of payment information by third parties, (3) Oshi shall not be responsible for any charges or fees assessed by third parties, and (4) Oshi shall not be responsible for any errors resulting from the negligence of a third party processing payment information, the improper transmission of payment information or erroneous payment information by a third party or Merchant or Purchaser. Merchants hereby acknowledge and agree that if such Merchant enters and/or saves a Purchaser’s credit card or payment information to Purchaser’s account, that Merchant has the necessary authorization from Purchaser to perform such act. As such, Merchant hereby agrees to take full responsibility for fulfilling the Purchaser’s preferences regarding Merchant’s usage of Purchaser’s payment information and hereby agrees to indemnify Oshi for any and all claims arising from or out of Merchant’s usage of Purchaser’s payment information.
5. Your Account with Us
When you create an account with us (an “Account”), you will be asked to provide certain information about yourself, including, without limitation, your name, business name, business address, billing address, business webservice, licenses held, accreditations held, and other information about you and your business. It is your sole responsibility to maintain the security of your Account. You are responsible for any activity of any person you allow to access your Account. Any activity by your Account is your sole responsibility and Oshi or its affiliates or licensors is not liable for any losses, damages, liabilities, charges, incurred, suffered, or arising from or out of your failure to maintain your Account’s security. You agree to follow all rules and applicable laws in connection with the use of your Account. In the event your Account security is compromised, you hereby agree to notify us immediately.
In connection with creating your Account, you will be asked to verify that you are a citizen of the United States of America, a legal resident of the United States of America, or a business entity validly formed in a jurisdiction in the United States of America and in good standing in such jurisdiction of formation. You will also be asked to create an “Account Name” (herein so called). This Account Name must be unique and will serve various functions for your Account. Your Account Name may not contain offensive words, phrases, or connotations. Please be aware that your Account Name may appear on all Purchaser and Merchant credit card statements and payment records. Upon creating an Account selecting an Account Name, you will be granted a non-transferrable license to use our Oshi Platform, subject to this Agreement and other policies listed on our Oshi Platform or sent to you via email or mail. Accounts and Merchant Listings are only intended for use in the United States of America. Merchant hereby acknowledges and agrees that not it shall not export the Merchant Listings directly or indirectly, and you hereby acknowledge that the Merchant Listings may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII), and that any international use must comply with international laws. Merchant hereby acknowledges and agrees that all information provided by Merchant to us is accurate, complete, and true. Merchant acknowledges and agrees that Merchant has created the Account on Merchant’s behalf, or, in the case of a business entity, that Merchant has the necessary authority to create an Account and on behalf of said business. Merchant hereby acknowledges and agrees that if Merchant is a business that all its employees, independent contractors, and/or licensors have and maintain the licenses and/or accreditations necessary to provide the Merchant Listings. Merchant hereby consents to Oshi verifying any information provided to Oshi by Merchant. In the event such information of Merchant changes, Merchant agrees to promptly provide such information to us.
By creating an Account as a Merchant, you hereby agree that you shall not accept payments from or in connection with the following businesses or business activities: (1) any illegal activity or goods, (2) buyers or membership clubs, including dues associated with such clubs, (3) credit counseling or credit repair agencies, (4) credit protection or identity theft protection Merchant Listings, (5) direct marketing or subscription offers or Merchant Listings, (6) infomercial sales, (7) internet/mail order/telephone order pharmacies or pharmacy referral Merchant Listings (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries), (8) unauthorized multi-level marketing businesses, (9) inbound or outbound telemarketers, (10) prepaid phone cards or phone Merchant Listings, (11) rebate based businesses, (12) up-sell merchants, (13) bill payment Merchant Listings, (14) betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races, (15) manual or automated cash disbursements, (16) prepaid cards, checks, or other financial merchandise or Merchant Listings, (17) sales of money-orders or foreign currency, (18) wire transfer money orders, (19) high-risk products and Merchant Listings, including telemarketing sales, (20) Merchant Listing station merchants, (21) automated fuel dispensers, (22) adult entertainment oriented products or Merchant Listings (in any medium, including internet, telephone, or printed material), (23) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury, (24) internet/mail order/telephone order cigarette or tobacco sales, (25) drug paraphernalia, (26) occult materials, (27) hate or harmful products, (28) escort Merchant Listings, or (29) bankruptcy attorneys or collection agencies engaged in the collection of debt.
Oshi reserves the right to ask Merchant follow up questions regarding information provided by Merchant and to periodically request additional information from Merchant. Merchant agrees to promptly provide responses to such requests by Oshi. We reserve the right to suspend Merchant’s Account during verification of or inquiry into any information provided to us by Merchant. Oshi may suspend or terminate any Account it determines contains false, misleading, inaccurate information, or an Account Name that, in the sole discretion of Oshi, is offensive, misleading, or infringing any intellectual property of another party, or if Merchant has violated this Agreement or any of Oshi’s policies, poses an unacceptable risk to Oshi, in Oshi’s sole discretion, or has engaged in illegal or fraudulent conduct. Oshi does not verify that Account Names do not infringe the trademark or intellectual property rights of any other Merchant, Purchaser, or other party. In the event a Merchant’s Account is terminated or suspended due to Merchant providing false, misleading, or inaccurate information to Oshi, or due to Merchant’s Account Name, in Oshi’s sole discretion, being offensive, misleading, or infringing the intellectual property rights of another party, Merchant will not be refunded any part of the Fee and Oshi may restrict access to the funds in Merchant’s Account. If your Account is terminated or suspended for any reason or no reason, you agree that you will continue to be bound by this Agreement, to immediately stop using the Oshi Platform, that any license(s) granted to you by us shall terminate immediately, that we reserve the right to hide or delete any or all of your information and account data stored on our servers, and that we have no obligation to hide or delete any or all of your information and account data stored on our servers. We shall not be liable to you or any third party for termination or suspension of access to the Merchant Listings or your Account or for deletion or hiding of your information or account data. You hereby agree and acknowledge that to comply with investigations and applicable law, we may retain and use your information and account data
In the event Merchant desires to correct the information provided to us and create a new Account, Merchant must contact Oshi in writing at email@example.com. Oshi shall have the sole discretion to allow Merchant to create a new Account or not.
You may terminate your Account with us at any time. When you terminate your Account, any transactions your Account has pending will be cancelled. Any termination of your Account does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement or other agreement with us. We shall not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services or your Account, or in connection with any termination or suspension of the Services or your Account.
When you provide your wireless number and/or email address to us, you confirm and agree to receive communications from us and that you desire for Oshi to send you SMS messages and/or email messages regarding developments, marketing, upcoming appointment reservations, other reminders, and other information regarding the Services and/or your Account. By providing us with your wireless number and/or email address, you represent and warrant that you have the authority to provide us with such wireless number and/or email address and that the owner of such number and/or email address has consented to receiving communications from us. We may also send SMS messages to you regarding upcoming appointments and other reminders using a short code text messaging service. You agree to indemnify and hold Oshi harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing. You understand that you are not required to provide this consent as a condition of using our Services and may opt out of receiving autodialed text messages from Oshi at any time.
Please remember that message and data rates may apply for any messages we send to you and you send to us. You may receive messages including but not limited to appointment confirmations, appointment requests, appointment reminders, and payment receipts and/or tips. You should contact your wireless provider if you have any questions about your data plan or text plan. For all questions about the service provided by this messaging service, please contact us at firstname.lastname@example.org
6. Payment Processing
7. Rules of Conduct
In connection with the Merchant Listings and your Account, you agree not to:
(a) Post, transmit or otherwise make available through or in connection with the Merchant Listings or your Account any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
(b) Post, transmit or otherwise make available through or in connection with the Merchant Listings or your Account any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
(c) Use your Account or the Oshi Platform for any purpose that is fraudulent or otherwise tortious or unlawful.
(d) Harvest or collect information about Users of the Services or the Oshi Platform.
(e) Interfere with or disrupt the operation of the Services, your Account, or the Oshi Platform or the servers or networks used to make such available, including by hacking or defacing any portion of the Merchant Listings, your Account, or the Oshi Platform; or violate any requirement, procedure, or policy of such servers or networks.
(f) Restrict or inhibit any other person from using the Services, their Account, or the Oshi Platform.
(g) Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Oshi Platform except as expressly authorized herein, without Oshi’s express prior written consent.
(h) Reverse engineer, decompile, or disassemble any portion of the Oshi Platform, except where such restriction is expressly prohibited by applicable law.
(i) Remove any copyright, trademark, or other proprietary rights notice from your Account, the Merchant Listings, or the Oshi Platform.
(j) Frame or mirror any portion of the Merchant Listings, your Account, the Oshi Platform, or otherwise incorporate any portion of the Merchant Listings, your Account, or the Oshi Platform into any product or Merchant Listing, without Oshi’s express prior written consent.
(k) Systematically download and store content of the Merchant Listings, your Account, or the Oshi Platform.
(l) Use any robot, spider, Oshi Platform search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather content from the Oshi Platform, or reproduce or circumvent the navigational structure or presentation of the Oshi Platform, without Oshi’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions herein or posted to the Oshi Platforms’ root directories, Oshi grants to the operators of public search engines permission to use spiders to copy materials from the Oshi Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Oshi reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
(m) Post any fictitious content of any form, including, without limitation, events or offers or other information, to the Oshi Platform that is false or may compromise or otherwise harm Oshi, the Oshi Platform, or our affiliates.
You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to use the Oshi Platform, the Merchant Listings, and your Account.
8. Intellectual Property Rights
Subject to your compliance with this Agreement, and solely for so long as you are permitted by Oshi to use your Account, you may use your Account. The Oshi Platform is licensed (not sold) to end users. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Oshi to use your Account and/or the Oshi Platform, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to use your Account and install and use the Oshi Platform on a mobile device that you own or control.
We and our suppliers own the Oshi Platform, which are protected by proprietary rights and laws. If you fail to comply with any of the terms or conditions of this Agreement, you must immediately cease using the Oshi Platform and remove (that is, uninstall and delete) it from your mobile device. All trade names, trademarks, Merchant Listing marks, and logos on the Oshi Platform not owned by us are the property of their respective owners. You may not use our trade names, trademarks, Merchant Listing marks, or logos in connection with any product or Merchant Listing that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Oshi Platform should be construed as granting any right to use any trade names, trademarks, Merchant Listing marks, or logos without the express prior written consent of the owner.
Certain functionality of the Oshi Platform may make available access to materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, integrity, quality, legality, usefulness, or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading, or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Oshi with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Oshi Platform at any time. In addition, the availability of any Third Party Materials through the Oshi Platform does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider. YOU ARE NEVER ALLOWED TO COPY OSHI PLATFORM CONTENT MANUALLY OR ELECTRONICALLY – THIS PROHIBITION INCLUDES, WITHOUT LIMITATION, IN THE EVENT THAT A USER OF THE OSHI PLATFORM GRANTS YOU PERMISSION TO ACCESS THEIR ACCOUNT.
YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF MERCHANT LISTING OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
9. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE OSHI PLATFORM AND ANY MERCHANT LISTINGS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY: AND (B) OSHI DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE OSHI PLATFORM AND ANY MERCHANT LISTINGS AND THIRD PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. THE PRODUCTS ARE NOT DESIGNED FOR COMMERCIAL USE (SUCH AS USE IN HOTELS, RESTAURANTS OR ANY OTHER PLACE WHERE THE PUBLIC MAY USE A PRODUCT OUTSIDE OF A PRIVATE RESIDENTIAL SETTING), AND, WITHOUT LIMITING ANY OTHER DISCLAIMER HEREIN, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE DISCLAIM ALL LIABILITY FOR ANY DAMAGES ARISING FROM SUCH COMMERCIAL USE. THIS SECTION 9 DOES NOT AFFECT ANY EXPRESS WARRANTIES THAT WE MAY PROVIDE DIRECTLY TO YOU IN WRITING WITH RESPECT TO MERCHANT LISTINGS OR YOUR ACCOUNT.
ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH OSHI AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND MERCHANT LISTING PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”).
While we try to maintain the timeliness, integrity and security of the Oshi Platform, we do not guarantee that the Oshi Platform are or will remain updated, complete, correct or secure, or that access to the Oshi Platform will be uninterrupted. The Oshi Platform may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Oshi Platform. If you become aware of any such alteration, please contact us and provide a description of such alteration and its location.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: OSHI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION TRANSMITTED VIA THE OSHI PLATFORM (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF SUCH INFORMATION), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) OSHI WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE OSHI PLATFORM OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS: (B) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE OSHI PLATFORM OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE OSHI PLATFORM: AND (C) THE MAXIMUM AGGREGATE LIABILITY OF OSHI FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF: (1) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO OSHI TO USE THE OSHI PLATFORM; AND (2) TEN U.S. DOLLARS ($10).
ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH OSHI AND THE AFFILIATED ENTITIES.
Applicable law in certain states may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have certain additional rights.
To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Oshi and the Affiliated Entities from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, any of the Oshi Platform or your Account or the Merchant Listings; and (b) any violation or alleged violation of this Agreement by you.
12. Governing Law and Mandatory Arbitration Provision
If a dispute, controversy or claim, of any kind and every kind or type, whether based on contract, tort, statute, regulations, or otherwise, arising out of, or connected with, or relating in any way to this Agreement, or the relationship of the parties, or the obligations of the parties, or the scope of this arbitration agreement, of the operations carried out under this Agreement, including without limitation, any dispute as to the existence, validity, construction, interpretation, negotiation, performance, non-performance, breach, termination, scope, or enforceability of this Agreement, or the breach thereof (any one of which constituting the “Dispute”), and if the Dispute cannot be settled through direct discussions (in the opinion of any party), the parties agree to first endeavor to settle the Dispute in an amicable manner by mediation under the then current Commercial Mediation Rules of the American Arbitration Association (“AAA”), before resorting to arbitration. If the Dispute is not settled by mediation within thirty (30) days of written request for mediation by any party to AAA, then and thereafter any unresolved Dispute, including the arbitrability of any unresolved Dispute, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then current AAA Commercial Arbitration Rules with the award being final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any provisional remedy which would be available from a court of law shall be available from the arbitrator to the parties to this Agreement pending arbitration.
The Federal Arbitration Act shall govern all arbitration proceedings under this Agreement. This Agreement shall in all other respects be governed and interpreted by the laws of the State of Texas, including its statutes of limitation but excluding any conflicts or choice of law rule or principles that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The arbitration shall be conducted in Fort Worth, Texas, by one neutral arbitrator chosen by AAA according to its Commercial Arbitration Rules. Neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. All fees and expenses of the arbitration shall be borne by the parties equally who shall make deposits as requested by AAA of each party’s share of the deposits requested. Failure or refusal by a party to pay its share of the requested deposits shall constitute a waiver by the non-paying party of its rights to be heard, present evidence, cross-examine witnesses, and assert counterclaims in the arbitration. Informing the arbitrator of a party’s failure to pay its share of the requested deposits for the purpose of implementing this waiver provision shall not be deemed to affect the arbitrator’s impartiality, neutrality, independence, or ability to proceed with the arbitration. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs. The prevailing party, according to the arbitrator, shall be entitled to an award of reasonable attorney’s fees for the arbitration and for all appeals of the award, arbitration fees and administrative expenses, and pre-award and post-award interest at the prevailing Texas statutory pre-judgment and post-judgment interest rates. This agreement to arbitrate shall survive the termination or repudiation of this Agreement.
13. Parental Filtering
None of the information on the Oshi Platform is intended for the use of children under thirteen (13) years of age, and Oshi does not knowingly register any person or accept information from any person under thirteen (13) years of age.
We hereby notify you that parental control protections (such as computer hardware, software, or filtering Merchant Listings) are commercially available that may assist you in limiting access to material that may be harmful to minors.
Information identifying current providers of such protections is available fromWikipedia. Please note that Oshi does not endorse any of the products or Merchant Listings listed on such Oshi Platform, nor can Oshi confirm the completeness or accuracy of such information presented on such Oshi Platform.
14. Modifications to the Services; Force Majeure
You acknowledge that Oshi, its affiliates, and/or licensors reserve the right to edit, suspend, or terminate any part or all of the Services at any time for any reason or for no reason. While we use our reasonable best efforts to ensure the Services and Oshi Platform function at all times, we are not obligated to update or maintain the Services or the Oshi Platform, and we are not obligated to ensure the Services and/or Oshi Platform function properly on your personal computer or device. You acknowledge that Oshi’s platform and the Services may experience technical issues, including, without limitation, interruptions of Services or errors, that my affect your use of the Services. You acknowledge that we may plan downtime for the Services and/or Oshi Platform. We will use our reasonable best efforts to communicate planned downtime to you at least eight (8) hours prior to the planned downtime. We shall not be liable for any delay or failure to perform any obligation under this Agreement or otherwise where the delay or failure results from or arises out of any circumstances beyond our control, including, without limitation, acts of God, acts of government, epidemics, pandemics, natural disaster, civil unrest, strikes or other labor problems, any outbreak or escalation of hostilities or declared or undeclared acts of war or terrorism, any Internet services provider delays or failures, any event, change, fact, condition, circumstance, or occurrence that, when considered individually or in the aggregate together with all other adverse events, changes, facts, conditions, circumstances, or occurrences, has had or would be reasonably expected to have an adverse effect on Oshi, including without limitation, Oshi’s business, operations, results of operations, properties, assets, or condition (financial or otherwise).
This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Oshi. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation”. This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Oshi relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Oshi relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Oshi Platform or by email (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Oshi will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
16. Contact Us
If you have a question or complaint regarding any of the Services, please contact us by visiting https://www.oshi.tech.
You may email us at:email@example.com
You may also contact us by writing to:
OshiAttn: Customer Merchant Listing 245 Lazy Creek Dr Georgetown, TX 78628
You may contact us by phone by calling: 1-617-682-9767
Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Merchant Listings of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.