SFTP TERMS OF USE

OneStone Solutions Group (“OneStone”) has contracted with third party Cerberus, LLC (“Cerberus”) to provide this Secure File Transfer Protocol (SFTP) solution for the upload of client data, information, and/or documents. By using this SFTP solution (the “SFTP”), you agree to the following terms:

BY USING THE SFTP, YOU AGREE TO ALL OF THE TERMS INCLUDED IN THESE TERMS OF USE REGARDING YOUR USE OF THE SFTP. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT, DO NOT USE THE SFTP.

Privacy Policy/Other Terms

Privacy Policy
OneStone may collect, use, store, and disclose personal information in accordance with its Privacy Policy. Please consult the Privacy Policy, which is incorporated into and made a part of these Terms of Use, for more information.

Other Terms
Your use of the SFTP is subject to all additional guidelines, rules, and agreements applicable to your relationship with OneStone, such as rules and/or agreements applicable to a particular service or data, information, or other materials provided to or by OneStone. All such terms are incorporated into, and made part of, these Terms of Use.

No Warranties
ONESTONE PROVIDES THE SFTP “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONESTONE AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED. ONESTONE AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING WITHOUT LIMITATION: (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS, AND NON-INFRINGEMENT; (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF FAIR DEALING AND USAGE OF TRADE; AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR EFFORT-FREE ACCESS OR USE. NO ADVICE OR INFORMATION OBTAINED BY YOU THROUGH THE SFTP OR ANY MATERIALS AVAILABLE THROUGH THE SFTP WILL CREATE ANY WARRANTY REGARDING ONESTONE OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS OF USE. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SFTP, YOUR DEALING WITH ANY OTHER USER, AND ANY MATERIALS AVAILABLE THROUGH THE SFTP. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SFTP AND ANY ASSOCIATED SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SFTP), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SFTP. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Indemnity and Limitation of Liability

Indemnity
You agree to indemnify, defend, and hold harmless OneStone and its principals, employees, contractors, suppliers, and agents from any and all claims and/or demands, including reasonable attorneys’ fees, made by any third party in connection with or arising out of (a) any use or misuse by you (or anyone using your account) of the SFTP; (b) any act or omission to act by you related to the SFTP; (c) any materials you upload or otherwise make available through the SFTP; (d) your willful misconduct; and/or (e) harm of any kind to any third party in any way involving the SFTP. OneStone reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and, in that case, you agree to cooperate with OneStone’s defense of that claim.

Limitation of Liability
You assume the entire risk of using the SFTP. IN NO EVENT WILL ONESTONE OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OR ACCESS, OR INABILITY TO USE OR ACCESS THE SFTP OR ANY MATERIALS UPLOADED THROUGH THE SFTP, WHETHER BASED ON (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, EVEN IF ONESTONE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONESTONE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (E) ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS; (F) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SFTP; (G) ANY UNAUTHORIZED ACCESS TO OR USE OF SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (H) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SFTP; (I) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SFTP BY ANY THIRD PARTY; AND/OR (J) ANY ERRORS OR TRANSMISSION IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY MATERIALS TRANSMITTED OR UPLOADED THROUGH THE SFTP. THE AGGREGATE LIABILITY OF ONESTONE AND ANY OF ITS AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE ANY PORTION OF THE SFTP OR OTHERWISE UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU HAVE PAID TO ONESTONE FOR ALL SERVICES IN THE 12 MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIMS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT OF THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.

Choice of Law; Disputes
These Terms of Use are governed by the laws of the State of Arkansas, without giving effect to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction and venue in the state and federal courts sitting in Benton County, Arkansas, for any and all disputes, claims, and actions arising from or in connection with the SFTP and/or these Terms of Use. OneStone operates from its offices in Arkansas, and we make no representation that the SFTP is appropriate or available for use in other locations.

Contact Information
The SFTP is offered through OneStone, located at 3612 West Southern Hills Boulevard, Suite 6, Bentonville, Arkansas 72758. You may contact OneStone by sending correspondence to that address or emailing support@onlyonestone.com.


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