TERMS AND CONDITIONS
ONDA LIFE, Inc. ("ONDA" or "we") and govern your access to and use of any ONDA
website, mobile application (such as for iPhone or Android) or content (the "Site") or any
facilities, members’ clubs, co-working spaces, recreational, wellness, or other classes,
experiences, activities, events, services, recordings, and/or products made available
through ONDA (collectively, "Experiences") in addition to the consent to access and use
and the rules and conditions of such establishments. Please read these Terms carefully
before accessing and/or using the Site and/or Experiences
THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS
ACTION WAIVER THAT REQUIRE YOU TO ARBITRATE ALL DISPUTES YOU HAVE
WITH ONDA ON AN INDIVIDUAL BASIS. PLEASE SEE SECTION 18 FOR MORE
INFORMATION ABOUT THE ARBITRATION AGREEMENT AND CLASS ACTION
WAIVER. YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND ONDA
WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY
WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS
a) Acceptance of Terms. By accessing and/or using the Site and/or Experiences, or
clicking any button to indicate your consent, you accept and agree to be bound by these
b) Amendment of Terms. ONDA may amend the Terms from time to time. Unless we
provide a delayed effective date, all amendments will be effective upon posting of such
updated Terms. Your continued access to or use of the Site or Experiences after such
posting constitutes your consent to be bound by the Terms, as amended.
c) Additional Terms. In addition to these Terms, certain plans, offers, products, services,
elements or features may also be subject to additional terms, conditions guidelines or
rules which may be posted, communicated or modified by us or applicable third parties
at any time. Your use of any such plan, offer, product, service, element or feature is
subject to those additional terms and conditions, which are hereby incorporated by
reference into the Terms, provided that in the event of any conflict between such
hereby incorporated by reference.
2. ONDA Platform
a) ONDA Platform. The ONDA platform enables consumers to reserve, schedule,
purchase, access and attend a wide range of Experiences offered at and operated by
certain members’ clubs, co-working facilities, health clubs, venues or other third parties
(collectively, "Venues"). ONDA itself does not operate any members’ clubs, co-working spaces, health clubs, or any other place of amusement or recreation, and does not own,
operate or control any of the Experiences that are offered at or through such Venues.
b) Membership Options. There are a number of ways to participate in Experiences
through ONDA, such as various subscription plans, promotional plans, digital
Experiences, and non-subscription purchases. These options consist of different
Experiences, services and features and may be subject to additional and differing
conditions, prices, policies and limitations. We reserve the right to modify, terminate or
otherwise amend our offered options and plans at any time in our discretion. From time
to time we may permit non-subscribers to access certain Experiences, content or
features for a cost or at no cost. ONDA makes no commitment on the quantity,
availability, type or frequency at which such Experiences, content and features will be
available to non-subscribers and may modify, discontinue, remove or suspend access
at any time and for any reason in our sole discretion.
c) Subscription Plans. To enjoy full access to the Site and Experiences, you need to
sign up for a subscription. A subscription starts on the date that you sign up for a
subscription and submit payment via a valid Payment Method (defined below) or
reactivate a pre-existing subscription. Unless we otherwise communicate a different
time period to you at the time of sign up or otherwise (such as a multi-month
commitment plan), your ONDA subscription commitment is one year in length (a
"Subscription Cycle"). Payment may be made for the full annual subscription, when
joining, or a commitment made to monthly payments, at one twelfth of the annual
subscription, per month, throughout the year. Your ONDA subscription automatically
renews each year, and we will automatically bill the subscription fee to your Payment
Method each year or each month, as specified when you signed up, until your
subscription is cancelled or terminated. For example, if you purchase your ONDA
subscription on April 5, your subscription will automatically renew on April 5 of the
following year (as further explained in "Subscription Cycles," below). You must provide
us with a current, valid, accepted method of payment ("Payment Method"). We may
update the accepted methods from time to times. If you add a subscription to your base
subscription or if you upgrade or downgrade to a different subscription, all such
subscriptions will be governed by these Terms and will continue indefinitely until
canceled or terminated.
d) Use of Passes. Depending on the subscription plan you choose and purchase, you
will be allotted passes to be used solely to book Experiences each Subscription Cycle.
You can choose how you use your passes across the various Experiences available to
Passes expire at the end of each Subscription Cycle, meaning that any passes you
don’t use during the applicable Subscription Cycle will not roll over into future time
periods, unless we expressly communicated otherwise. You can see how many days
you have left in each Subscription Cycle in your account settings. If your subscription is
canceled or terminated your unused passes will expire immediately. There will be no refund or payment for any unused amount. When your cycle automatically renews for
the next Subscription Cycle, you’ll automatically receive your new allotment of passes. If
you have any questions about how to use your passes, please contact us and we can
Passes have no cash value or any other value outside of the ONDA platform and are
not redeemable for cash. For the avoidance of doubt, the passes do not operate or
serve as stored value facilities in any way. You may not transfer, trade, gift or otherwise
exchange ONDA passes. Note that separate from passes, you can also buy a gift
certificate. Gift certificates and passes are not the same thing. Our gift certificates are
called "gift cards". Unlike passes, gift cards never expire. Gift cards are discussed
further in Section 4(b) below.
e) Venue and Experience Availability. ONDA does not guarantee the availability of
particular Venues, Experiences, content, inventory or other features, and availability
may change over time and at any time (including during the course of any given
Subscription Cycle). The type, quantity, passes, allocation and availability of Venues,
Experiences, and other inventory offered, are determined by ONDA in its sole
discretion. ONDA takes certain steps to release, promote and otherwise make available
Venues, Experiences, and inventory offered at varying times and in an ongoing and
ONDA also reserves the right to change the number of Passes or Experiences you
receive, including per cycle, plan, geography or otherwise; the number of reservations
you can make; and/or the number of Experiences you can reserve, miss or cancel.
f) Digital Experiences. ONDA may allow you access to a variety of audio or video Digital
Experiences from your computer or mobile device, via live stream and/or on demand.
To access these digital Experiences, you need to comply with certain technical and
hardware requirements. Additionally, your profile information may appear on our Site
and be viewable by other ONDA users. For example, If you do not want your profile
picture or username to be seen by other ONDA users, don’t include any identifying
information in your profile, or go to your settings to change it.
g) Non-Subscription Purchases. ONDA may permit you to purchase certain Passes,
Experiences, or other products through the Site, in addition to your subscription or
without having a subscription. You acknowledge and agree that these Terms apply to
any such purchase you make, and you will be responsible to pay the applicable fees,
which may change at any time.
h) Co-Memberships. From time to time ONDA may permit you to sign up for a comembership that provides you with a membership to ONDA as well as a membership to
a Venue ("Venue Membership"). At all times your access to and use of all associated
establishments is subject to the consent and under the conditions and rules of such
establishments. If you sign up for a co-membership, you will be subject to these Terms
as well as additional terms applicable to the co-membership and the Venue
Membership. You understand and agree that ONDA does not own, operate or control the Venue Membership and is not responsible for the Venue Membership, which is
provided entirely by the applicable Venue.
i) ONDA Account. Your ONDA account is personal to you and you agree not to create
more than one account. You cannot transfer or gift passes to third parties or allow third
parties to use your ONDA account, including other ONDA users. You must not use or
exploit the Site, Passes, and/or Experiences for commercial purposes. We reserve the
right to, and by using the Site, Passes, and/or Experiences you agree that we may,
include you in or exclude you from these tests without notice. You understand and
agree that ONDA may take actions we deem reasonably necessary to prevent fraud
You agree that the information you provide to ONDA at sign up and at all other times
will be true, accurate, current, and complete and that you will keep this information
accurate and up-to-date at all times. When you sign up, you will be asked to create a
password. You are solely responsible for all activity that occurs under your account,
including any activity by unauthorized users. To use the Site you must have access to
the Internet and may be required to download an ONDA mobile application to use some
or all ONDA features. You are solely responsible for providing your own access (e.g.,
computer, mobile device, Internet connection, etc.) to the Site.
j) Eligibility. The availability of all or part of our Site and/or Experiences may be limited
based on a number of criteria as we may establish from time to time. You understand
and agree we may disallow you from subscribing to ONDA or may terminate your
subscription at any time based on these criteria or for any reason whatsoever in the sole
discretion of ONDA. For example, you must be 18 years of age or older to use the Site,
purchase an ONDA subscription and/or participate in Experiences. You further
understand that the Site and/or Experiences may not be available in every geography.
k) Communications: By providing your information or creating an account, you agree
that ONDA may contact you by email, direct mail, telephone or text messages at any of
the addresses or phone numbers, as applicable, provided by you or on your behalf in
connection with an ONDA account, including for marketing purposes. You may opt-out
of marketing emails via the provided unsubscribe link or otherwise opt-out by contacting
us at any time.
l) Subscribing Organizations. If you have express permission from ONDA to open or use
an account on behalf of a company, entity, or organization (a "Subscribing
Organization"), then you represent and warrant that you are an authorized
representative of such organization with the authority to bind it to these Terms; and
agree to be bound by these Terms on its behalf.
3. Fees, Billing, Cancellation
a) Recurring Billing. By initiating an ONDA subscription, you authorize us to charge you
for your initial subscription period and a recurring subscription fee at the then current rate, which may change from time to time. You acknowledge that the amount billed
each Subscription Cycle may vary for reasons that may include differing amounts due to
promotional offers and/or changing or adding a plan, and you authorize us to charge
your Payment Method for such varying amounts, which may be billed accordingly to
your Subscription Cycle in one or more charges. You also authorize us to charge you
any other fees you may incur in connection with your use of the Site and/or your ONDA
subscription, such as any applicable sign-up fees, guest fees, fees associated with
Experience not covered by your subscription, taxes and cancellation or late fees, as
further explained below. Note that even if you do not use the subscription or access the
Site, Experiences and/or Passes, you will be responsible for subscription fees until you
cancel your subscription, or it is otherwise terminated.
b) Subscription Cycle. When you sign up and purchase your ONDA subscription, your
first Subscription Cycle will be billed immediately. Unless we expressly communicated
otherwise, your subscription will automatically renew each Subscription Cycle and you
will be billed on the same date each Subscription Cycle. We reserve the right to change
the timing of our billing (and if we do, we will make adjustments to the amounts charged,
as appropriate). In the event your paid subscription began on a day not contained in a
given month, we may bill your Payment Method on a day in the applicable month or
such other day as we deem appropriate. Your renewal date may change due to
changes in your subscription.
c) Refunds. Generally, our fees (including the fee for your membership and any other
fees) are nonrefundable unless we specifically communicate otherwise at the time of
purchase. However, we will provide a refund to subscribers for their current prepaid
subscription period only in the following circumstances: (i) if you are canceling your
subscription and request a refund within 5 days of the date of your first payment for your
subscription or (ii) if your subscription is cancelled prior to the end of a period for which
you have incurred a charge, due to your disability or death; provided, however, in each
case we reserve the right to charge a fee to cover the cost of any Experiences or other
services or products you may have used or received prior to your cancellation and to
ask for proof of such changed condition, to the extent permitted by law. WE DO NOT
PROVIDE REFUNDS OR MAKE GOODS FOR ANY PRIOR MONTHS INCLUDING
FOR UNUSED EXPERIENCES OR PASSES.
d) Price Changes. We reserve the right to adjust pricing at any time. Unless we
expressly communicated otherwise, any price changes to your subscription will take
effect on your next Subscription Cycle upon notice communicated through a posting on
the ONDA website or mobile application or such other means as we may deem
appropriate from time to time, such as email. If you do not cancel your subscription, you
will be deemed to have accepted these new fees.
e) Payment Methods. You may edit your Payment Method information by logging onto
our website or mobile application and editing it in your account settings. If a payment is
not successfully settled due to expiration, insufficient funds or otherwise, you
nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method or any other payment method you have provided,
as it may be updated, including in the event you attempt to create a new account,
reactivate the unsettled account or sign up for a new account. This may result in a
change to your payment billing dates. If we cannot charge your account, we reserve the
right, but are not obligated, to terminate your access to our Site, to Experiences, to
Venues or any portion thereof.
f) Cancellation of Subscription. Unless we communicate otherwise, you may terminate
your subscription at any time, with 30 days notice, before your subscription renews by
going into your account settings on the ONDA website and letting us know you would
like to cancel. Unless we communicate otherwise, and except for during a Trial,
following any cancellation you will continue to have access to your subscription through
the end of your current prepaid Subscription Cycle, unless you cancel and receive a
refund in which case your access will be terminated immediately. If you cancel your
subscription or it is terminated for any reason, you will lose access to all Experiences,
content, Venues and all other features available through your subscription.
g) Other Fees. You are responsible for paying applicable fees if you do not cancel an
Experience you had reserved with appropriate notice. Current cancellation and missed
Experience rules, including the applicable fees can be found on the ONDA website. We
reserve the right to change the policy regarding when we charge fees, to introduce
additional fees (such as a sign-up fee) and to change the amount of any such fees at
h) Reservation and Cancellation of Pass use or Experiences. As an ONDA user, you
must reserve and cancel the use of your Passes or Experiences only through the Site. It
is a breach of these Terms if you reserve or cancel directly with a Venue, including
through any online or mobile account you have with a Venue, independent of ONDA. If
you reserve or cancel directly with such Venue, we reserve the right to charge you the
full amount that the Venue charges for such Experience or Pass and/or any applicable
cancellation fees, and/or to suspend or terminate your subscription.
i) Fees Charged by Venues. In addition to fees we charge, Venues may also charge
amenity fees, such as use of a particular room, meal reservation or other activity that
you will be responsible for directly.
j) Third Party Fees for Using ONDA. You are also responsible for all third-party charges
and fees associated with connecting to and using the Site, Experiences, and/or Passes,
including fees such as internet service provider fees, telephone and computer
equipment charges, sales tax and any other fees necessary.
a) Trials. From time to time we may offer a trial membership that includes access to the
ONDA platform during the trial period. The Experiences, content and features available
during your Trial may differ from those available during subsequent Subscription Cycles.
Trials will have the duration and price communicated at the time you sign up. Unless
otherwise communicated, a trial begins at the moment of sign up (even if you choose
not to use your first Pass or Experience until a later date) and ends at 11:59pm ET on
the last day of the trial (for a one-week trial, this would be the same weekday of
following week). If you cancel your Trial, your cancellation will be processed and your
Trial period will end immediately, your Passes will expire, and your upcoming
reservations will be cancelled, unless we communicate otherwise. Each trial
membership automatically will convert to a regular annual subscription and price unless
canceled by 12pm ET on the day before the last day of trial. Customers that cancel and
do not convert to a regular subscription may not take part in Experiences or utilize
Passes taking place after the end of the trial membership period (even if booking
occurred before the end of the applicable trial period). Trials, discount offers, and
promotions (collectively "Trials") may be redeemed as described in the specifics of the
promotion and may be subject to additional or different terms. Unless we expressly
communicated otherwise, Trials are not transferable, may not be combined with other
offers or redeemed for cash and are void where prohibited. You understand and agree
that unless we expressly communicated otherwise, Trials are available only to new
users that have never had an ONDA account before and there is only one Trial
permitted per credit card or payment method and it is a violation of these Terms to sign
up for a Trial if you have signed up for an account or trial in the past or have more than
one account or trial at the same time. ONDA reserves the right, in its absolute
discretion, to determine your eligibility for a Trial. If in our discretion we believe you are
not eligible for a Trial, we reserve the right to prevent you from signing up for a Trial or
to terminate your promotional subscription. If we terminate your Trials because you
have violated these Terms, you understand that you will not be eligible for a refund.
b) Gift Cards. From time to time we may make available gift cards for ONDA
membership. Other than gifting a gift card as described in the gift card terms, you may
not gift Experiences or Passes to the third parties and your use of ONDA is personal to
c) Refer a Friend. From time to time we may make available certain incentives for
ONDA users to refer a friend to use ONDA. The current terms that apply to referrals can
be found on the Site
d) Other Promotions. ONDA may offer additional types of offers and promotions which
will be subject to additional terms and conditions that ONDA may provide.
5. Termination or Modification by ONDA.
You understand and agree that, at any time and without prior notice ONDA may (1)
terminate, cancel, deactivate, disable, delete and/or suspend your subscription, your
account, any orders placed, or your access to or use of the Site, your membership
Venues and/or Experiences (or any portion thereof) and/or (2) discontinue, disable,
suspend, modify or alter any aspect, feature or policy of the Site, including of your subscription. This includes the right to terminate or modify any subscription prior to the
end of any pre-paid or committed period. Upon any termination or otherwise, we may
immediately deactivate your account and all related information and/or bar any further
access to your account information and the Site. ONDA shall have no liability for, and
you shall have no recourse for, any such termination or deactivation, except as set forth
in the following sentence. If you are subscriber, then upon any such termination by us
without cause, as your sole recourse, we will issue you a pro rata refund of the prepaid
portion of your subscription applicable to future unused services (less any fees or costs
for Experiences, Passes or services already used). If we determine that you have
violated these Terms or otherwise engaged in illegal or improper use of your
membership, Experiences, Venues, and/or the Site, you will not be entitled to any
refund and you agree that we will not be responsible to pay any such refund. You agree
that ONDA will not be liable to you or any third party for any termination or modification
to the service regardless of the reason for such termination or modification. You
acknowledge that your only right with respect to any dissatisfaction with any
modification or discontinuation of service made by us is to cancel or terminate your
subscription. If ONDA deletes your account for these reasons, you may not re-register
for or use the Site, Venues and/or Experiences or under any other username, email,
payment method or profile. ONDA may block your access to the Site to prevent reregistration.
relating to ONDA’ collection, use, and disclosure of your personal information. When
you make a reservation, the applicable Venue partner will have access to certain
information about you, such as your name and email address, so it can process the
applicable reservation or activity and make available Experiences and provide services
7. Use and Acceptable Conduct
You must only use the Site for legal purposes in accordance with these Terms and are
prohibited from using our Site to engage in any fraudulent activity or in a manner that (in
our reasonable opinion) is liable to damage our business or harm other users. Your use
of our Site is subject to our membership rules and other policies or guidelines that we
may communicate to you from time to time.
You also undertake that any personal data and other information you may provide to us
when registering or signing up to any services on the Site is complete, accurate and up
to date. In relation to any material you submit to us or post on the Site, you undertake to us that either you own this material or have the necessary rights, clearances and or
approvals you need to submit or post such material.
Subject to your compliance with these Terms, we give you the limited, non-exclusive,
non-transferable, and revocable right to access and use the Site solely for your personal
and non-commercial use. However, we do not give you any right to, and you hereby
agree not to:
a) Use the Site or any portion thereof for any commercial use or for the benefit of any
other person or entity, including without limitation by selling, renting, leasing, assigning,
transferring, hosting, or otherwise commercially exploiting any Site or any portion
b) Copy, stream, reproduce, duplicate, archive, store (other than standard browser
caching), download, publish, modify, make derivative works of, reverse engineer,
translate, or distribute any Site or portion thereof by any means, other than as expressly
allowed by these Terms or as otherwise clearly contemplated by the features and
functionalities of the Site.
c) Remove, alter, bypass, avoid or circumvent any copyright, trademark or other
proprietary notice, digital rights management mechanisms or other content protection
measures included in or associated with the Site.
d) Use any software robots, spiders, crawlers, or similar data mining, gathering or
extraction tools or methods, whether automated, programmed or manual, including
without limitation to access, acquire, copy, monitor or make submissions through any
portion of the Site.
e) Knowingly or intentionally take any other action that may impose an unreasonable
burden or load on the Site or its servers and infrastructure. Any unauthorized use by
you, or otherwise under your account or on your computer or personal device, of the
Site any portion thereof will immediately terminate the limited rights granted to you
under these Terms, and such termination will be without prejudice to any other right or
remedy we may have under applicable law or in equity. You agree to compensate us in
relation to any third-party legal actions or claims that are made against us and for any
associated losses, damages or expenses (including any legal expenses) that we suffer
as a result of you breaching your obligations or undertakings in this Section 4.
f) You agree that you will comply with all applicable laws, rules and regulations, and
that you will not: Use the Site for any unlawful purpose; Impersonate any person or
entity, whether actual or fictitious, including any employee or representative of our
company; Submit (a) any content or information that is unlawful, fraudulent, libelous,
defamatory, or otherwise objectionable, or infringes our or any third party’s intellectual
property or other rights; (b) any non-public information about companies without
authorization; or © any advertisements, solicitations, chain letters, pyramid schemes,
surveys, contests, investment opportunities or other unsolicited commercial
communication; Submit, or provide links to, any postings containing material that could be considered harmful, obscene, pornographic, sexually explicit, indecent, lewd, violent,
abusive, profane, insulting, threatening, harassing, hateful or otherwise objectionable,
includes the image or likeness of individuals under 18 years of age, or contains any
personal contact information or other personal information identifying any third party;
Submit, or provide links to, any postings containing material that harasses, victimizes,
degrades, or intimidates an individual or group of individuals on the basis of religion,
race, ethnicity, sexual orientation, gender, age, or disability; Harvest or collect
information about Site users.
ONDA reserves the right to refuse service, terminate accounts, remove or edit content,
or cancel any reservations, Experiences, or orders in its sole discretion.
8. User Submissions.
a) General. The Site provides certain features which enable you and other users to
submit, post, and share content, which may include without limitation text, graphic and
pictorial works, or any other content submitted by you and other users through the Site
("User Submissions"). ONDA does not guarantee any anonymity or confidentiality with
respect to any User Submissions, and strongly recommends that you think carefully
about what you upload to, share with, or make accessible to, the Site. You understand
and agree that User Submissions may be made public without any additional notice to
or consent by you and you should assume that any person (whether or not a user of
ONDA’ platform), including any Venue, may read or have access to your User
Submissions. ONDA is not responsible for the use or disclosure of any information that
you disclose in connection with User Submissions, including any personal information.
User Submissions are displayed for information purposes only and reflect the opinions
of the person making the submission. They are not controlled by, and may not reflect
the opinion of, ONDA. You understand that all User Submissions are the sole
responsibility of the person from whom such User Submission originated. This means
that you, and not ONDA, are entirely responsible for all User Submissions that you
upload, post, e-mail, transmit, or otherwise make available through the Site.
b) Right to Remove or Edit User Submissions. ONDA makes no representations that it
will publish or make available on the Site any User Submissions, and reserves the right,
in its sole discretion, to refuse to allow any User Submissions on the Site, or to edit or
remove any User Submission at any time with or without notice. Without limiting the
generality of the preceding sentence, ONDA complies with the Digital Millennium
Copyright Act, and will remove User Submissions upon receipt of a compliant takedown
notice (see the "Digital Millennium Copyright Act" section below). ONDA may, but is not
obligated to, monitor and edit or remove any activity or content, in whole or in part,
including but not limited to content that ONDA determines in its sole discretion to violate
the standards of this Site. ONDA takes no responsibility and assumes no liability for any
c) License Grant by You to ONDA. You retain all your ownership rights in original
aspects of your User Submissions. By submitting User Submissions to ONDA, you
hereby grant ONDA and its affiliates, sublicensees, partners, designees, and assignees
of the Site (collectively, the "ONDA Licensees") a worldwide, non-exclusive, fully paidup, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use,
reproduce (including by making mechanical reproductions), distribute, modify, adapt,
translate, prepare derivative works of, publicly display, publish, publicly perform, and
otherwise exploit your User Submissions and derivatives thereof in connection with the
Site and ONDA’s (and its successors’) business, for any purpose, including, without
limitation, for marketing, promoting, and redistributing part or all of the Site (and
derivative works thereof), in any media formats and through any media channels now
known or hereafter discovered or developed.
d) User Submissions Representations and Warranties. You are solely responsible for
your own User Submissions and the consequences of posting, sharing, displaying,
publishing them or otherwise making them available. In connection with User
Submissions, you affirm, represent, and warrant that: (i) you own, or have the
necessary licenses, rights, consents, and permissions to use and authorize ONDA to
use all patent, trademark, copyright, or other proprietary rights in and to your User
Submissions to enable inclusion and use of your User Submissions in the manner
contemplated by ONDA and these Terms, and to grant the rights and license set forth
above, and (ii) your User Submissions, ONDA’ or any ONDA Licensee’s use of such
User Submissions pursuant to these Terms, and ONDA’ or any of ONDA Licensee’s
exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or
misappropriate any third-party right, including any copyright, trademark, patent, trade
secret, moral right, privacy right, right of publicity, or any other intellectual property or
proprietary right; (b) contain any material that is illegal, threatening, obscene, racist,
defamatory, libelous, hateful, pornographic, purposely false or otherwise injurious to
third parties, promotional in nature, promotes any illegal activity or harm to groups or
individuals, or consists of or contain software, computer viruses, commercial solicitation,
political campaigning, chain letters, mass mailings, any form of "spam" or references to
illegal activity, malpractice or false advertising; (c) violate any applicable law or
regulation or these Terms or; (d) exploits minors; or (e) require obtaining a license from
or paying fees or royalties to you or any third party for the exercise of any rights granted
in these Terms, including, by way of example and not limitation, the payment of any
royalties to any copyright owners, including any royalties to any agency, collection
society, or other entity that administers such rights on behalf of others.
e) Inaccurate or Offensive User Submissions. You understand that when using the Site,
you may be exposed to User Submissions from a variety of sources and that ONDA
does not endorse and is not responsible for the accuracy, usefulness, safety, or
intellectual property rights of or relating to such User Submissions. You further
understand and acknowledge that you may be exposed to User Submissions that are
inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND
HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU
HAVE OR MAY HAVE AGAINST ONDA WITH RESPECT THERETO.
f) Feedback. If you provide ONDA with any comments, bug reports, feedback, or
modifications proposed or suggested by you to the Site ("Feedback"), ONDA shall have
the right to use such Feedback at its discretion, including, but not limited to the
incorporation of such suggested changes into the Site. You hereby grant ONDA a
perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate
and use your Feedback for any purpose without notice to, consent by or compensation
to you or any third party.
g) Infringing or Illegal Activity. In the event of infringing or other illegal activities, we have
no obligation to, but reserve the right to terminate access to the Site and remove all
content submitted by any persons who are found to be infringers. Any suspected illegal
activity may be referred to appropriate law enforcement authorities. These remedies are
in addition to any other remedies ONDA may have at law or in equity.
h) ONDA Ratings. You may be required to rate the Venues, Experiences and/or other
ONDA activities that you reserve.
9. Ownership; Proprietary Rights; Content.
a) The ONDA website and mobile applications are owned and operated by ONDA. The
content, recordings, visual interfaces, graphics, design, compilation, information,
computer code, products, software (including any downloadable software), or any
music, images, video, text, services, and all other material or elements of or available
through the Site provided by ONDA ("Content") are protected by the copyright, trade
dress, patent, and trademark laws of the United States and other countries, international
conventions, and all other relevant intellectual property and proprietary rights, and
applicable laws. Except for your User Submissions, all Content contained on the Site
are the copyrighted property of ONDA or its subsidiaries or affiliated companies and/or
third-party licensors. All trademarks, service marks, and trade names are proprietary to
ONDA or its affiliates and/or third-party licensors whether registered or unregistered and
may not be used in connection with any product or service or in any manner that is likely
to cause confusion as to our endorsement, affiliation or sponsorship of any person,
product or service. Except as expressly authorized by ONDA, you agree not to sell,
license, distribute, copy, modify, download, record, publicly perform or display, transmit,
publish, edit, adapt, create derivative works from, or otherwise make unauthorized use
of the Content and may only access the Content for your personal, non-commercial use.
In the event that Content are downloaded to your computer or mobile phone, you do not
obtain any ownership interest in such Content. All rights not expressly granted in these
Terms are reserved.
b) By installing, copying, or otherwise using the Site or its software, you acknowledge
that you have read and understood these Terms, and agree to be bound by its terms
and conditions. If you do not agree to (or cannot comply with) the terms and conditions
of this Agreement, do not install, copy, or use the Site or Content.
c) You agree that you will not, for any reason whatsoever, reverse engineer, decompile,
disassemble, or otherwise tamper with any security components, usage rules or other
protection measures applicable to the Site or Content. You agree to abide by the rules
and policies established from time to time by ONDA. Such rules and policies will be
applied generally in a nondiscriminatory manner to users of the Site and software, and
may include, for example, required or automated updates, modifications, and/or
reinstallations of the software and obtaining available patches to address security,
interoperability, and/or performance issues.
You agree not to make any use of the Content that would infringe the copyright therein.
d) The Site and any related software may enable you to obtain, listen to, view, and/or
read (as the case may be) Content that may be obtained by you in digital form, and you
shall do so solely for your individual, personal, noncommercial entertainment use.
e) You agree not to share your ONDA account with anyone other than yourself nor will
you allow anyone other than yourself to access or use any Content accessible on or
through the Site, including but not limited to sound recordings and/or musical
compositions. You agree that you will not attempt to modify any software or Content
obtained through the Site for any reason whatsoever, including for the purpose of
disguising or changing any indications of the ownership or source of the Content. You
further understand that you are not granted any commercial, sale, resale, reproduction,
distribution, or promotional use rights for the Content, or any rights for uses that require
a synchronization or public performance license with respect to the underlying musical
composition and any unauthorized reproduction or distribution of Content is expressly
prohibited and may violate applicable law. You are not permitted to modify, edit or
repurpose any Content.
f) You represent, warrant and agree that you are using the Site hereunder for your own
personal, noncommercial entertainment use and not for redistribution or transfer of any
kind. You agree (a) not to redistribute, broadcast, publicly perform or publicly display
any Content, or otherwise transfer any Content obtained through the Site, (b) you will
comply with all applicable laws in your use of the Content.
g) You understand and agree the Content may be owned by ONDA or by third parties.
However, in all circumstances, you understand and acknowledge that your rights with
respect to Content will be limited by copyright law. All owners and providers of Content
expressly reserve their rights in and to such Content and you are not permitted to
infringe the rights of the copyright owner(s) of the Content, including but not limited to
any sound recordings or musical compositions.
h) ONDA and/or the owners of the Content may, from time to time, remove Content
from the Site without notice.
i) The owners of Content are intended beneficiaries of this Agreement and shall have
the right to enforce this Agreement against you.
j) The Site, including all software, Content and other information, materials and products
included on or otherwise made available to you through the Service are provided "as-is"
and "as available" without warranties of any kind from ONDA or any owners of Content.
To the full extent permissible by applicable law, ONDA and all owners of Content
disclaim all warranties, express or implied, including, but not limited to, implied
warranties of merchantability and fitness for a particular purpose. Neither ONDA nor any
owner of Content warrants that the Site or any software, Content, information, materials
or products included on or otherwise made available to you through the Site are free of
viruses or other harmful components.
k) NEITHER ONDA NOR ANY OWNER OF CONTENT WILL BE LIABLE FOR ANY
INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND
ARISING FROM THE USE OF THE SITE OR FROM SOFTWARE, CONTENT,
INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE
MADE AVAILABLE TO YOU THROUGH THE SITE, OR FOR ANY DAMAGES IN
EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT GIVING
RISE TO THE APPLICABLE CLAIM FOR DAMAGES.
10. Third-Party Sites, Products and Services; Links.
The Site may include links or access to other web sites or services ("Linked Sites")
solely as a convenience to users. ONDA does not endorse any such Linked Sites, or
the information, material, products, or services contained on other linked sites or
accessible through other Linked Sites. Furthermore, ONDA makes no express or
implied warranties with regard to the information, material, products, or services that are
contained on or accessible through linked sites. ACCESS AND USE OF LINKED
SITES, INCLUDING THE INFORMATION, MATERIAL, CONTENT, PRODUCTS, AND
SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS
SOLELY AT YOUR OWN RISK.
Sometimes promotional plans are offered in conjunction with the provision of third-party
products and services. We are not responsible for the products and services provided
by such third parties and use of such products and services is at your own risk.
Your correspondence or business dealings with, or participation in promotions of, third
parties found on or through the Site are solely between you and such third party. YOU
AGREE THAT ONDA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR
DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS
OR AS THE RESULT OF THE PRESENCE OF SUCH THIRD PARTIES ON THE SITE.
11. Electronic Signatures and Agreements.
You acknowledge and agree that by clicking on the button labeled "CONFIRM
PURCHASE," "SUBMIT", "DOWNLOAD", "PLACE MY ORDER", "I ACCEPT" or such
similar links as may be designated by ONDA to accept the terms and conditions of these Terms, you are submitting a legally binding electronic signature and are entering
into a legally binding contract. You acknowledge that your electronic submissions
constitute your agreement and intent to be bound by these Terms. Pursuant to any
applicable statutes, regulations, rules, ordinances or other laws, including without
limitation the United States Electronic Signatures in Global and National Commerce Act,
P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO
THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER
RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND
RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE
OR SERVICES OFFERED BY ONDA. Further, you hereby waive any rights or
requirements under any statutes, regulations, rules, ordinances or other laws in any
jurisdiction which require an original signature or delivery or retention of non-electronic
records, or to payments or the granting of credits by other than electronic means.
12. General Disclaimers; No Warranties.
EXPERIENCES, VENUES AND OTHER NON-ONDA PRODUCTS AND SERVICES
MADE AVAILABLE VIA THE SITE ARE PROVIDED BY THIRD PARTIES (AND THE
DESCRIPTIONS OF THE FOREGOING POSTED ON THE SITE ARE PROVIDED BY
SUCH THIRD PARTIES), NOT ONDA. TO THE FULLEST EXTENT PERMISSIBLE
PURSUANT TO APPLICABLE LAW, YOUR USE OF THE SITE AND YOUR
ATTENDANCE AT, PARTICIPATION IN, PURCHASE AND/OR USE OF THE
EXPERIENCES AND VENUES, IS SOLELY AT YOUR OWN RISK. WE DO NOT
ASSUME ANY LIABILITY OR MAKE ANY WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, ARISING OUT OF, IN CONNECTION WITH OR WITH RESPECT TO
THE SITE, EXPERIENCES, OR VENUES.
IN NO EVENT SHALL ONDA BE LIABLE FOR ANY ACT, ERROR OR OMISSION BY
ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WHICH ARISES OUT
OF OR IS ANY WAY CONNECTED WITH A USER’S ATTENDANCE, USE OF OR
PARTICIPATION IN EXPERIENCES, VENUES, OR PRODUCT, OR THE
PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY. ONDA IS NOT
AN AGENT OF ANY THIRD-PARTY.
ALL ASPECTS OF OR CONTENT OR FEATURES AVAILABLE THROUGH THE SITE,
ANY EXPERIENCES, OR VENUES ARE PROVIDED "AS IS" AND "AS AVAILABLE"
WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE
FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ONDA, ON
BEHALF OF ITSELF AND ITS SUPPLIERS AND PARTNERS, DISCLAIMS AND
EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF PROPRIETARY RIGHTS.
WITHOUT LIMITING THE FOREGOING, ONDA DOES NOT WARRANT OR MAKE
ANY REPRESENTATIONS (I) THAT THE SITE, VENUE AND/OR ANY EXPERIENCE
IS SUITABLE FOR YOU OR WILL MEET YOUR PERSONAL NEEDS, (II)
REGARDING THE ADEQUACY OR SAFETY OF ANY CLASS OR
RECOMMENDATION, (III) THAT THE SITE, VENUE AND/OR ANY EXPERIENCE, OR
ANY ASPECT THEREOF, WILL BE AVAILABLE OR PERMITTED IN YOUR
JURISDICTION, (IV) THAT THE SITE, OR ANY ASPECT THEREOF, WILL BE
UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR
THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES,
OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE
SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS, OR (V) REGARDING THE USE OF THE SITE
AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR
APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE
SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
ANY MATERIAL, CONTENT OR DATA THAT YOU DOWNLOAD OR OTHERWISE
OBTAIN THROUGH THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY
RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL, CONTENT OR
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES
OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS
APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR
LIMITATIONS SET FORTH IN THESE TERMS MIGHT NOT APPLY TO YOU, AND
YOU MIGHT HAVE ADDITIONAL RIGHTS. TO THE EXTENT ANY DISCLAIMER OR
LIMITATION OF LIABILITY DOES NOT APPLY, ALL APPLICABLE EXPRESS,
IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A
PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE SITE,
AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.
13. Waiver and Release.
YOU UNDERSTAND THAT ONDA IS NOT A MEMBERS’ CLUB, SOCIAL CLUB, OCWORKING SPACE, HEALTH CLUB, FACILITY, OR SIMILAR ESTABLISHMENT AND
THE EXPERIENCES THESE PROVIDE ARE OPERATED AND DELIVERED BY THE
APPLICABLE VENUE AND NOT BY ONDA. ONDA IS NOT RESPONSIBLE FOR THE
QUALITY OF ANY EXPERIENCE PROVIDED BY A VENUE OR THIRD PARTY. YOU
ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE EXPERIENCES
AND/OR RECOMMENDATIONS AVAILABLE ON OR THROUGH THE SITE AND/OR
VENUES ARE RIGHT FOR YOU.
THE SITE IS CONTINUALLY UNDER DEVELOPMENT AND ONDA MAKES NO
WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY,
COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE, INDEMNIFY,
AND HOLD HARMLESS ONDA, ITS PARENT, SUBSIDIARIES OR AFFILIATED
ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES,
REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RESPONSIBILITY, CLAIMS,
ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND
LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR
PARTICIPATION IN OR USE OF THE SITE AND/OR ATTENDANCE AT,
PARTICIPATION IN, PURCHASE OF AND/OR USE OF ANY PASSES, VENUES, OR
EXPERIENCES) INCLUDING BUT NOT LIMITED TO WITH RESPECT TO BODILY
INJURY, PHYSICAL HARM, LOSS, ILLNESS, DEATH OR PROPERTY DAMAGE.
14. Indemnification; Hold Harmless.
You agree to indemnify and hold ONDA, its affiliated entities, subsidiaries, its suppliers,
service providers and partners and each of their respective officers, directors, members,
employees, consultants, contract employees, representatives and agents, and each of
their respective successors and assigns, harmless from any claims, actions, suits,
costs, expenses, losses, damages, liabilities, including attorneys’ fees, arising out of or
in connection with your misuse of the Site, Experiences, Venues, violation of these
Terms, violation of the rights of any other person or entity, or any breach of your
representations, warranties, and covenants set forth in these Terms.
15. Limitation of Liability and Damages.
UNDER NO CIRCUMSTANCES WILL ONDA OR ITS AFFILIATES, CONTRACTORS,
EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE, EVEN IF
ONDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, ONDA’S
LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY
ONDA’ LIABILITY TO YOU IS LIMITED TO $50 OR THE AMOUNTS, IF ANY, PAID BY
YOU TO ONDA UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY
PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM, WHICHEVER IS
MORE. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER ONDA HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF
WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16. Venue Waivers and Terms.
Members are deemed to agree to the liability waivers and terms of individual Venues or
Experiences. Your participation at any Venue or in any Experience may be subject to
addition policies, rules or conditions of the applicable Venue and/or Experience and you
understand and agree that you may not be permitted to reserve, participate, or
experience services if you do not comply with these Terms or the policies of the Venues
or as otherwise determined by a Venue. If you have questions about a Venue’s waiver
or other terms, please see the applicable Venue’s website or contact the Venue directly.
17. Arbitration Agreement
PLEASE READ THE FOLLOWING CAREFULLY:
a) Purpose. This Arbitration Agreement facilitates the prompt and efficient resolution of
any disputes that may arise between you and ONDA. Arbitration is a form of private
dispute resolution in which parties to a contract agree to submit their disputes and
potential disputes to a neutral third person (called an arbitrator) for a binding decision,
instead of having such dispute(s) decided in a lawsuit, in court, by a judge or jury trial.
Please read this Arbitration Agreement carefully. It provides that all disputes between
you and ONDA shall be resolved by binding arbitration. Arbitration replaces the right to
go to court. In the absence of this arbitration agreement, you may otherwise have a right
or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or
be represented in a case filed in court by others (including, but not limited to, class
actions). Entering into this Arbitration Agreement constitutes a waiver of your right to
litigate claims in court and all opportunity to be heard by a judge or jury. There is no
judge or jury in arbitration, and court review of an arbitration award is limited. The
arbitrator must follow this Arbitration Agreement and can award the same damages and
relief as a court (including attorney’s fees).
For the purpose of this Arbitration Agreement, "ONDA" means ONDA and its parents,
subsidiaries, and affiliated companies, and each of their respective officers, directors,
employees, and agents. The term "Dispute" means any dispute, claim, or controversy
between you and ONDA regarding any aspect of your relationship with ONDA, whether
based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud,
misrepresentation, fraudulent inducement, negligence, gross negligence or reckless
behavior), or any other legal or equitable theory, and includes the validity, enforceability
or scope of this Arbitration Agreement (with the exception of the enforceability of the
Class Action Waiver clause below). "Dispute" is to be given the broadest possible
meaning that will be enforced.
WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL
DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR
BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER
THAN IN COURT IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.
b) Pre-Arbitration Dispute Resolution. Before initiating any Dispute, whether in court or
arbitration, you must first give ONDA an opportunity to resolve the Dispute by mailing
written notification to ONDA, Michelin House, 81 Fulham Road, London SW3 6RD. That
written notification must include (1) your name, (2) your address, (3) a written
description of the Dispute, and (4) a description of the specific relief you seek. If ONDA
does not resolve the Dispute to your satisfaction within 45 days after it receives your
written notification, you may pursue your Dispute in arbitration.
c) Arbitration Procedures. If the Dispute is not resolved as provided above in the PreArbitration Claim Resolution section, either you or ONDA may initiate arbitration
proceedings. The American Arbitration Association ("AAA"), www.adr.org, or JAMS,
www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted
before a single arbitrator. The arbitration shall be commenced as an individual
arbitration and shall in no event be commenced as a class arbitration. All issues shall be
for the arbitrator to decide, including the scope of this Arbitration Agreement. For
arbitration before the AAA, for Disputes in which less than $75,000 is at issue, the
AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for
Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply.
In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection
shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879.
For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures
and the JAMS Recommended Arbitration Discovery Protocols For Domestic,
Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by
calling 1-800-352-5267. In the event that this Arbitration Agreement conflicts with the
applicable arbitration rules, this Arbitration Agreement shall govern. Under no
circumstances will class action procedures or rules apply to the arbitration. Because
interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all
Disputes. However, the arbitrator will apply applicable substantive law consistent with
the FAA and the applicable statute of limitations or condition precedent to suit.
d) Arbitration Award. The arbitrator may award on an individual basis any relief that
would be available pursuant to applicable law, and will not have the power to award
relief to, against or for the benefit of any person who is not a party to the proceeding.
The arbitrator shall make any award in writing but need not provide a statement of
reasons unless requested by a party. Such award by the arbitrator will be final and
binding on the parties, except for any right of appeal provided by applicable federal law,
including but not limited to the Federal Arbitration Act ("the FAA"), and may be entered
in any court having jurisdiction over the parties for purposes of enforcement.
e) Payment of Arbitration Fees and Costs. ONDA will pay all arbitration filing fees and
arbitrator’s costs and expenses upon your written request given prior to the
commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert
witnesses. Fees and costs may be awarded as provided pursuant to applicable law.
f) Class Action Waiver. Any Disputes arising out of or relating to your use of the Site
and/or attendance at, participation in or use of Passes, Venues, and/or Experiences,
any purchase you make on or through the Site, any information you provide via the Site,
and/or these Terms (including the formation, performance, or alleged breach), shall be
submitted individually by you and will not be subject to any class action or
representative status. The arbitrator may not consolidate more than one person’s
claims, and may not otherwise preside over any form of a class or representative
proceeding or claims (such as a class action, representative action, consolidated action
or private attorney general action) . Neither you, nor any other Member of ONDA and/or
user of ONDA services, can be a class representative, class member, or otherwise
participate in a class, representative, consolidated or private attorney general
proceeding with respect to the matters set forth in the first sentence of this paragraph.
You agree that this Class Action Waiver is material and essential to the arbitration of
any dispute between you and ONDA and is non-severable from the Arbitration
Agreement. If any portion of this Class Action Waiver is limited, voided, or cannot be
enforced, then the Arbitration Agreement shall be null and void. You understand that by
agreeing to this Class Action Waiver, you may only pursue Dispute against ONDA in an
individual capacity and not as a plaintiff or class member in any purported class action
or representative proceeding.
g) Limitation of Procedural Rights. You understand and agree that, by entering into this
Arbitration Agreement, you and ONDA are each agreeing to arbitration instead of the
right to a trial before a judge or jury in a public court. In the absence of this Arbitration
Agreement, you and ONDA might otherwise have a right or opportunity to bring
Disputes in a court, before a judge or jury, and/or to participate or be represented in a
case filed in court by others (including class actions). By using the ONDA Site or any
Class, product or services, or otherwise accepting these Terms, you are entering into
this Arbitration Agreement, and you give up those procedural rights. Other rights that
you would have if you went to court, such as the right to appeal and to certain types of
discovery, may be more limited in arbitration. The right to appellate review of an
arbitrator’s decision is much more limited than in court, and in general an arbitrator’s
decision may not be appealed for errors of fact or law.
h) Severability. If any clause within this Arbitration Agreement, other than the Class
Action Waiver clause above, is found to be illegal or unenforceable, that clause will be
severed from this Arbitration Agreement, and the remainder of this Arbitration
Agreement will be given full force and effect. If the Class Action Waiver clause is found
to be illegal or unenforceable, then this entire Arbitration Agreement will be
unenforceable and the Dispute will be decided by a court of competent jurisdiction.
i) Continuation. This Arbitration Agreement shall survive the termination of your contract
with ONDA and your use of the ONDA Site, Classes and services.
a) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of
the State of California, without regard to conflict of law provisions, consistent with the
Federal Arbitration Act (to the extent permitted by applicable law). If for any reason a
claim proceeds in court rather than in arbitration (including any claims brought by
parties outside the United States), the dispute shall be exclusively brought in state or
federal court located in the Central District of California.
b) Assignment. We may assign our rights and obligations under these Terms. The
Terms will inure to the benefit of our successors, assigns and licensees.
c) Severability. If any provision of these Terms shall be unlawful, void, or for any reason
unenforceable, then that provision will be deemed severable from these Terms and will
not affect the validity and enforceability of any remaining provisions.
d) Headings. The heading references herein are for convenience purposes only, do not
constitute a part of these Terms, and will not be deemed to limit or affect any of the
e) Entire Agreement. These Terms and any applicable Additional Terms, as each may
be amended as set forth herein, are the entire agreement between you and ONDA
relating to the subject matter herein.
f) Claims; Statute of Limitations. IN THE EVENT YOU HAVE A CAUSE OF ACTION
THAT IS NOT OTHERWISE BARRED BY THESE TERMS, YOU AND ONDA AGREE
THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS
AND/OR THE SITE AND/OR ATTENDANCE AT, PARTICIPATION IN, USE OF
VENUES, PASSES, OR EXPERIENCES MUST COMMENCE WITHIN ONE (1) YEAR
AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF
ACTION IS PERMANENTLY BARRED.
g) Disclosures. The services hereunder are offered by ONDA, Inc., located at Michelin
House, 81 Fulham Road, London SW3 6RD. If you are a California resident, you may
have this same information emailed to you by sending a letter to the foregoing address
with your email address and a request for this information.
h) Waiver. No waiver of any of these Terms by ONDA is binding unless authorized in
writing by an executive officer of ONDA. In the event that ONDA waives a breach of any
provision of these Terms, such waiver will not be construed as a continuing waiver of
other breaches of the same nature or other provisions of these Terms and will in no
manner affect the right of ONDA to enforce the same at a later time. Further, in the
event we choose to grant an exception to these Terms, any such exception is in our
sole discretion and does not entitle you or anyone else to any exceptions in the future
for similar circumstances.
i) Notice. Except as explicitly stated otherwise, legal notices will be served, with respect
to ONDA, on ONDA’ national registered agent, and, with respect to you, to the email
address you provide to ONDA during the registration process. Notice will be deemed
given 24 hours after email is sent, unless the sending party is notified that the email
address is invalid. Alternatively, we may give you legal notice by mail to the address
provided during the registration process. In such case, notice will be deemed given
three days after the date of mailing.