TERMS OF SERVICE

These Terms of Service ("OnlyNote") govern your access to and use of the services, including our website, email notifications and applications (the "Services" or “OnlyNote”), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as "Content"). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.

1. Basic Terms

You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. The Content you submit, post, or display may be viewed by other users of the Services and through third party services and websites. You should only provide Content that you are comfortable sharing with others under these Terms.

You may use the Services only if you can form a binding contract with OnlyNote and are not a person barred from receiving services under the laws of the Philippines or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

The Services that OnlyNote provides are always evolving and the form and nature of the Services that OnlyNote provides may change from time to time without prior notice to you. In addition, OnlyNote may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

2. Privacy

Any information that you provide to OnlyNote is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the Philippines and/or other countries for storage, processing and use by OnlyNote. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your OnlyNote account, which you may not be able to opt-out from receiving.

3. Passwords

You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. OnlyNote cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

4. Content on the Services

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.

We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will OnlyNote be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

5. Your Rights

OnlyNote does not claim ownership of the information that you submit for your OnlyNote account or through our Services. You must have the necessary rights to such information that you submit for your OnlyNote account or through our Services and the right to grant the rights and licenses in our Terms.

6. OnlyNote Rights

OnlyNote’s Rights. We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our express permission and except in accordance with our Brand Guidelines. You may use the trademarks www.facebookbrand.com/trademarks of our affiliated companies only with their permission, including as authorized in any published brand guidelines

7. Your License To Use the Services

In order to operate and provide our Services, you grant OnlyNote a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the information (including the content) that you upload, submit, store, send, or receive on or through our Services. The rights you grant in this license are for the limited purpose of operating and providing our Services (such as to allow us to display your profile picture and status message, transmit your messages, store your undelivered messages on our servers for up to 30 days as we try to deliver them, and otherwise as described in our Privacy Policy).

8. OnlyNote’s License to You

OnlyNote’s License to You. We grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use our Services, subject to and in accordance with our Terms. This license is for the sole purpose of enabling you to use our Services, in the manner permitted by our Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.

9. Restrictions on Content and Use of Services

We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of OnlyNote, its users and the public.

You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, OnlyNote’s computer systems, or the technical delivery systems of OnlyNote’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by OnlyNote (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with OnlyNote; or (iv) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.

10. Copyright Policy

To report copyright infringement and request that OnlyNote remove any infringing content it is hosting (such as a OnlyNote user's profile picture, profile name, username, or profile about description), please email a completed copyright infringement claim to hello@onlynote.io (including all of the information listed below). You can also mail a complete copyright infringement claim to OnlyNote's copyright agent:

Overton Equity Ventures Corp. “Symph”
Attn: OnlyNote Copyright Agent
350-T, V. Urgello St, Cebu City, Cebu, 6000
Philippines
hello@onlynote.io

Please include all of the following information when reporting a copyright or trademark infringement claim to OnlyNote:

  • Your complete contact information (full name, mailing address, and phone number). Note that we regularly provide your contact information, including your name and email address (if provided), the name of your organization or client who owns the rights in question, and the content of your report to the person whose content you are reporting. You may wish to provide a professional or business email address where you can be reached.
  • A description of the copyrighted work or trademark that you claim has been infringed.
  • A description of the content hosted on our Services that you claim infringes your copyright or trademark.
  • Information reasonably sufficient to permit us to locate the material on our Services. The easiest way to do this is by providing us the phone number of the individual who has submitted the infringing content on our Services
  • A declaration that:
    • You have a good faith belief that use of the copyrighted or trademarked content described above, in the manner you have complained of, is not authorized by the copyright or trademark owner, its agent, or the law;
    • The information in your claim is accurate; and
    • You declare, under penalty of perjury, that you are the owner or authorized to act on behalf of the owner of an exclusive copyright or trademark that is allegedly infringed.
  • Your electronic signature or physical signature.

Before you report a claim of copyright infringement, you may want to send a message to the relevant OnlyNote user you believe may be infringing your copyright. You may be able to resolve the issue without contacting OnlyNote.

We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, OnlyNote will also terminate a user’s account if the user is determined to be a repeat infringer.

11. Ending These Terms

The Terms will continue to apply until terminated by either you or OnlyNote as follows.

You may end your legal agreement with OnlyNote at any time for any reason by deactivating your accounts and discontinuing your use of the Services. You do not need to specifically inform OnlyNote when you stop using the Services. If you stop using the Services without deactivating your accounts, your accounts may be deactivated due to prolonged inactivity.

We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.

In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 4, 5, 6, 9, 11, 12, and 13.

Nothing in this section shall affect OnlyNote’s rights to change, limit or stop the provision of the Services without prior notice, as provided above in section 1.

12. Disclaimers and Limitations of Liability

Please read this section carefully since it limits the liability of OnlyNote and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “OnlyNote Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

A. The Services are Available "AS-IS"

Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE ONLYNOTE ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The OnlyNote Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the OnlyNote Entities or through the Services, will create any warranty not expressly made herein.

B. Links

The Services may contain links to third-party websites or resources. You acknowledge and agree that the OnlyNote Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the OnlyNote Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

C. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ONLYNOTE ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE ONLYNOTE ENTITIES EXCEED THE GREATER OF TEN U.S. DOLLARS (U.S. $ 10.00) OR THE AMOUNT YOU PAID ONLYNOTE, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

13. General Terms

A. Waiver nd Severability

The failure of OnlyNote to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

B. Controlling Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the Republic of the Philippines without regard to or application of its conflict of law provisions or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the courts located in Cebu City, Philippines, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

C. Entire Agreement

These Terms and our Privacy Policy are the entire and exclusive agreement between OnlyNote and you regarding the Services (excluding any services for which you have a separate agreement with OnlyNote that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between OnlyNote and you regarding the Services. Other than members of the group of companies of which OnlyNote is the parent, no other person or company will be third party beneficiaries to the Terms.

We may revise these Terms from time to time, the most current version will always be at our terms of services page. If the revision, in our sole discretion, is material we will notify you via the email associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

These Services are operated and provided by Overton Equity Ventures Corp., 350-T,, V. Urgello St, Cebu City, Cebu, Philippines, 6000. If you have any questions about these Terms, please contact us.

Effective: November 14,2016