TERMS AND CONDITIONS

Welcome to ONDA. These Terms of Use ("Terms") are a contract between you and 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 WIDE ARBITRATION.



1. Terms of Use.


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 Terms.

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 additional terms and the Terms, the Terms shall control. The ONDA Privacy Policy is 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 you. 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 help you. 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 evolving way. 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 and abuse. 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 any time. 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.

4. Promotions


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 you. 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.

6. Privacy.


Your privacy is important to ONDA. The ONDA Privacy Policy is hereby incorporated into these Terms by reference. Please read the privacy policy carefully for information 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 to you. Please see the Privacy Policy for more information.

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 thereof;

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 User Submissions.

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 DATA.

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 APPLICABLE LAW.

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 your contract with ONDA, the Terms of Use, and this this Arbitration Agreement concern 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.

19. Miscellaneous.


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 provisions hereof.

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.