INTRODUCTION.
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “your,” or “User”) and Onsite Rail Solutions (“Onsite,” “we,” “us,” or “our”), a Texas-based company, governing your access to and use of our proprietary web-based software platform, available at https://onsiterailsolutions.com, and any related applications, features, content, tools, documentation, or support services we provide (collectively, the “Platform”).
By accessing, browsing, registering for, or otherwise using the Platform in any manner, you acknowledge that you have read, understood, and agreed to be bound by these Terms, along with our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you may not access or use the Platform.
The Platform is designed to support the operational and administrative needs of railcar repair facilities and other authorized users in the rail industry. It provides tools for technician scheduling, digital repair tracking, regulatory documentation, and inter-party communications—all of which are governed by these Terms. Use of the Platform is limited to business and commercial purposes only; personal or consumer use is not permitted.
If you are accessing the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to these Terms. If you do not have such authority or do not agree with these Terms, you may not access or use the Platform.
We reserve the right to update, modify, or replace these Terms at any time, in our sole discretion, as described further below. Your continued use of the Platform following the posting of revised Terms constitutes your acceptance of those changes.
We recommend that you review these Terms regularly and retain a copy for your records. If you have any questions regarding these Terms or the Platform, please contact us using the details provided in the “Contact Us” section below.
ELIGIBILITY AND ACCOUNT REGISTRATION.
Access to and use of the Platform is limited to individuals who are at least eighteen (18) years of age and who have the legal capacity to enter into binding contracts under applicable law. By registering for an account or otherwise using the Platform, you represent and warrant that you meet these eligibility requirements. The Platform is intended solely for use in connection with lawful commercial and business activities, and is not designed for personal, household, or consumer use. Individuals under the age of eighteen (18), or any user not acting in a business capacity, are strictly prohibited from accessing or using the Platform.
To access the Platform, you must complete the account registration process by providing accurate, current, and complete information, including but not limited to your full name, company name, email address, phone number, and valid payment method. You agree to keep this information up to date at all times and to promptly notify us of any changes. You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password, and for all activity that occurs under your account, whether authorized or not. Onsite will not be liable for any loss or damage arising from your failure to safeguard your credentials or to comply with your obligations under this section.
You may not register for an account using a false identity, impersonate another person or entity, or create an account for anyone other than yourself or your authorized business organization. If you are accessing or using the Platform on behalf of a company or other legal entity, you represent and warrant that you are duly authorized to bind that entity to these Terms, and that all actions taken under your account will be deemed authorized by that entity. Onsite reserves the right to reject, suspend, or terminate any account registration that appears to be fraudulent, incomplete, or inconsistent with our eligibility requirements or business purpose.
We may, in our sole discretion, suspend or revoke your account access at any time if we determine that you have violated these Terms, submitted false or misleading information, or engaged in activity that compromises the security or integrity of the Platform. You agree to cooperate with any investigation we may conduct in connection with your account, and to provide all requested information in a timely and truthful manner. Your use of the Platform is conditional upon your continued compliance with these Terms and all applicable laws and regulations.
SERVICES PROVIDED.
Onsite Rail Solutions provides a proprietary web-based software-as-a-service (SaaS) platform specifically designed to meet the operational, logistical, and compliance needs of railcar repair facilities and associated personnel. The Platform streamlines the management of railcar repair operations by replacing manual paperwork, fragmented communications, and decentralized scheduling systems with a centralized, digital solution accessible across desktop, tablet, and mobile devices.
Core features of the Platform include technician scheduling, real-time job status tracking, digital storage of work orders and procedural documentation, site-specific task coordination, and user-generated reporting tools. Users may also upload and manage documentation such as blueprints, standard operating procedures, inspection logs, and regulatory forms necessary for compliance with applicable industry regulations. The Platform supports operational transparency across multiple facilities and provides a collaborative environment for internal teams and authorized third-party stakeholders.
Access to the Platform is available through a subscription model, billed monthly on a per-facility basis, and users are granted access to its features based on their subscription level and user permissions. While we strive to provide a consistent and uninterrupted service experience, Onsite does not guarantee that the Platform will be error-free, continuously available, or free of interruptions. We reserve the right to enhance, modify, suspend, or discontinue any aspect of the Platform at any time, without liability, and without prior notice, provided that such modifications do not materially reduce the core functionality of the services you have paid for during your current billing cycle.
The Platform is provided for use solely in connection with lawful commercial activities, specifically those related to the management of railcar repair facilities. It is not intended for consumer, personal, or non-business use, and any such use is strictly prohibited. You are responsible for ensuring that your use of the Platform is consistent with all applicable laws, including federal transportation safety regulations, and for maintaining any additional compliance obligations that may arise in connection with your operations.
Onsite does not provide professional advice or regulatory interpretation through the Platform. Any tools, templates, or reference materials made available through the Platform are provided for convenience only and are not a substitute for professional judgment, regulatory compliance, or operational oversight. You are solely responsible for how you use the Platform and for any decisions or actions taken based on information generated or stored therein.
USER RESPONSIBILITIES AND CONDUCT.
As a condition of accessing and using the Platform, you agree to use the services only for their intended business purposes and in full compliance with these Terms, all applicable laws and regulations, and all applicable safety and operational standards governing railcar repair and maintenance. You are solely responsible for all activities that occur under your account, including actions taken by your employees, contractors, or other representatives who access the Platform through your organization.
You agree to use the Platform only in connection with lawful railcar repair operations and to ensure that all data, documents, and communications submitted or generated through the Platform are accurate, appropriate, and authorized. You may not use the Platform in any manner that could disrupt, damage, disable, overburden, or impair the operation of the Platform or interfere with any other user’s access or use. You agree not to upload, transmit, or store any materials that infringe third-party rights, contain malicious code, or otherwise violate applicable law or industry standards.
You are responsible for ensuring that all content submitted to the Platform—including repair logs, blueprints, procedures, regulatory forms, and contact information for third parties—is entered lawfully and with appropriate authorization. You represent and warrant that you have the full right and authority to input and use all data and materials you submit, and that your use of the Platform does not and will not violate the rights of any third party, including intellectual property, privacy, or confidentiality rights.
You may not attempt to gain unauthorized access to the Platform, other user accounts, or to any data or systems connected to the Platform. You may not reverse engineer, decompile, disassemble, modify, or create derivative works from any part of the Platform, nor may you circumvent any security or authentication mechanisms. Any attempt to interfere with or undermine the integrity, performance, or security of the Platform may result in immediate termination of your access, and may subject you to civil or criminal liability.
You are also responsible for complying with all applicable federal, state, and industry regulations, including but not limited to documentation, inspection, and safety requirements applicable to railcar repair and maintenance. Onsite is not responsible for ensuring your regulatory compliance and does not provide legal or compliance advice. Your use of the Platform must not be relied upon as a substitute for professional or regulatory oversight.
We reserve the right to investigate any conduct that appears to violate these Terms, and to take any action we deem necessary, including but not limited to suspending or terminating your access to the Platform, reporting violations to law enforcement or regulatory bodies, and pursuing legal remedies where appropriate.
PLATFORM ACCESS AND USE.
Subject to your ongoing compliance with these Terms and the timely payment of all applicable fees, Onsite grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform solely for your internal business operations related to railcar repair and facility management. This license is granted exclusively to you and your authorized users and may not be sublicensed, resold, leased, assigned, or otherwise transferred without our prior written consent. All rights not expressly granted herein are reserved by Onsite.
You are responsible for ensuring that all persons who access the Platform under your account or organization comply fully with these Terms. You may not permit unauthorized third parties to access or use the Platform, nor may you use the Platform to provide services to third parties as a service bureau or through any similar arrangement. You agree to use the Platform only for its intended purposes and in a manner consistent with its functionality, documentation, and any applicable use limitations communicated to you by Onsite.
You may not copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform or any portion thereof, except to the extent that such activities are expressly permitted by law notwithstanding this restriction. You may not bypass, disable, or otherwise interfere with any security features, access control mechanisms, or usage restrictions built into the Platform.
The availability and performance of the Platform may be affected by various factors, including your network connectivity, hardware specifications, and browser configurations. You are solely responsible for ensuring that your systems meet all necessary technical requirements to access and operate the Platform effectively. Onsite is not responsible for any delays, limitations, or failures caused by your internal systems or internet service provider.
You agree not to use the Platform in a manner that could impair, overburden, damage, or disable any Onsite system, interfere with other users’ access to or use of the Platform, or otherwise compromise the integrity or functionality of the Platform. Unauthorized use of the Platform or its services, including but not limited to unauthorized access to other users’ data, introduction of malicious code, or exploitation of platform vulnerabilities, may result in immediate termination of your access and may subject you to legal liability.
Onsite may, from time to time, introduce new features or discontinue existing features in order to improve the Platform or adapt to evolving operational needs. We reserve the right to make such changes at our sole discretion and without notice, provided that any material changes will not eliminate core functionality that you have paid for during your current subscription term.
We reserve the right to monitor use of the Platform for compliance and operational integrity, and we may suspend, limit, or revoke access to the Platform if we determine, in our sole discretion, that a violation of these Terms has occurred or that continued access may pose a risk to the Platform, other users, or our legal obligations.
PAYMENT TERMS.
Access to the Platform is offered on a subscription basis and is subject to timely and full payment of all applicable fees. By registering for the Platform, you agree to pay the monthly subscription fee of $99.99 per facility. Each facility activated under your account will be billed separately, and your total monthly fee will be calculated based on the number of facilities you manage through the Platform at the time of billing. Pricing is exclusive of any applicable taxes, which may be added based on your location and will be your sole responsibility unless otherwise specified.
All new users are entitled to a one-time, 14-day free trial beginning on the date of initial account registration. During the trial period, you will have access to the full functionality of the Platform without incurring any charges. At the conclusion of the trial, unless you cancel your subscription before the end of the trial period, your selected payment method will be charged automatically, and your account will transition into a paid subscription plan. By providing payment information at the time of registration, you authorize Onsite and our third-party payment processor, Stripe, to process recurring monthly charges to your account.
All subscription fees are billed in advance on a recurring monthly basis and are non-refundable. We do not issue refunds or credits for partial months of service, unused time, or unused facilities once the billing cycle has begun. If you cancel your subscription, you will retain access to the Platform through the end of your current billing period, after which access will be terminated unless the subscription is renewed.
You may cancel your subscription at any time by accessing the account management settings within the Platform. It is your responsibility to properly cancel your subscription before the next billing cycle to avoid further charges. If your payment fails or your billing method is declined, we reserve the right to suspend or terminate access to your account until payment is successfully processed. We may also assess late fees, interest, or other penalties in accordance with applicable law.
By subscribing to the Platform, you acknowledge and agree that Stripe will store and process your payment information in accordance with its own terms and privacy policy. Onsite does not store or have access to your full credit card details, and all payment processing is handled securely through Stripe’s PCI-compliant infrastructure.
We reserve the right to modify our pricing structure, billing practices, or subscription terms at any time, provided that any such changes will not apply retroactively to a billing cycle that has already commenced. In the event of a price change, we will provide reasonable advance notice via email or through your account dashboard. Continued use of the Platform after the effective date of any pricing change constitutes your acceptance of the new rates.
You are responsible for all fees and charges associated with your use of the Platform and any applicable taxes. If you believe you have been billed in error, you must notify us in writing within fifteen (15) days of the charge. Failure to do so will constitute your acceptance of the billed amount.
INTELLECTUAL PROPERTY.
The Platform and all associated software, technology, visual interfaces, graphics, design elements, logos, trade names, service marks, documentation, instructional content, data structures, and other materials provided by or on behalf of Onsite Rail Solutions (collectively, the “Onsite Materials”) are and shall remain the sole and exclusive property of Onsite Rail Solutions and its licensors. All rights, title, and interest in and to the Onsite Materials, including all intellectual property rights therein, are expressly reserved by Onsite and protected by applicable intellectual property laws, including but not limited to U.S. copyright, trademark, trade secret, and patent law.
Your use of the Platform does not grant you any ownership or rights in or to the Onsite Materials other than the limited, revocable, non-exclusive, non-transferable license expressly granted in these Terms. You may access and use the Platform solely for your internal business purposes in accordance with these Terms. Except as explicitly permitted herein, you may not copy, reproduce, modify, distribute, transmit, publish, license, create derivative works of, publicly display, or otherwise exploit any part of the Onsite Materials without our prior written consent.
You shall not reverse-engineer, decompile, disassemble, or attempt to discover the source code or underlying structure of the Platform or any portion thereof, nor shall you remove, alter, or obscure any proprietary notices or labels included within the Platform. Any unauthorized use of the Platform or the Onsite Materials constitutes a breach of these Terms and may violate intellectual property laws, subjecting you to civil and/or criminal penalties.
All trademarks, service marks, logos, and trade names displayed on the Platform are the property of Onsite Rail Solutions or their respective owners. You may not use any of these marks without the prior written consent of the applicable rights holder. Unauthorized use of our branding, interface, layout, or system architecture is strictly prohibited.
To the extent that the Platform allows you to upload or submit your own content, including repair forms, blueprints, or other proprietary documents, you retain ownership of such content. However, by submitting that content to the Platform, you grant Onsite a non-exclusive, worldwide, royalty-free license to host, store, use, reproduce, and display such content solely for the purposes of operating, maintaining, and improving the Platform and performing our obligations under these Terms. You represent and warrant that you have all necessary rights, licenses, and permissions to grant us this license and that your content does not infringe or misappropriate any third-party rights.
You acknowledge and agree that any feedback, suggestions, ideas, or improvements you provide to Onsite relating to the Platform or our services may be used by Onsite without restriction or compensation. You hereby grant Onsite a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into our products and services at our sole discretion.
We take the protection of our intellectual property seriously and will enforce our rights to the fullest extent permitted by law. If you become aware of any actual or suspected infringement or unauthorized use of the Platform or the Onsite Materials, you agree to promptly notify us.
USER GENERATED CONTENT.
The Platform may allow you and other authorized users to upload, submit, store, or transmit content, including but not limited to repair reports, procedures, forms, blueprints, images, and other materials related to your business operations (“User Content”). You retain all ownership rights in and to your User Content, subject to the license and permissions granted to Onsite under these Terms.
By uploading or submitting User Content to the Platform, you grant Onsite a non-exclusive, worldwide, royalty-free, sublicensable (as necessary to provide our services), and transferable license to use, host, store, reproduce, process, transmit, display, and otherwise utilize such User Content solely for the purpose of operating, maintaining, improving, and providing the functionality of the Platform, and fulfilling our obligations under these Terms. This license is limited to the scope necessary to deliver the services you have subscribed to, and Onsite does not claim ownership of your User Content.
You represent and warrant that you have all rights, licenses, consents, and permissions necessary to upload and submit User Content to the Platform and to grant the rights described above. You further warrant that your User Content does not infringe or misappropriate the intellectual property, privacy, publicity, or other proprietary rights of any third party and does not violate any applicable laws or regulations.
You are solely responsible for the content you submit and for ensuring that it is appropriate for use within the Platform. Onsite does not actively monitor User Content but reserves the right to review, disable access to, or remove any User Content that we believe, in our sole discretion, violates these Terms, infringes the rights of others, threatens the integrity of the Platform, or may subject Onsite to legal liability.
Onsite does not accept responsibility for any loss, deletion, or failure to store User Content, and you are encouraged to maintain independent backups of all files or materials uploaded to the Platform. While we implement security measures to safeguard data, we do not guarantee that User Content will be completely secure from unauthorized access, disclosure, alteration, or destruction.
You acknowledge that by submitting User Content to the Platform, you do not acquire any ownership interest or license in or to the Platform itself, its structure, underlying code, or any of Onsite’s proprietary systems or materials. Your rights extend only to your submitted content and not to any enhancements or features of the Platform that incorporate or interact with it.
If you believe that any User Content or other material on the Platform infringes your rights or the rights of a third party, please contact us immediately so that we can investigate and, if appropriate, take action.
THIRD PARTY SERVICES.
The Platform may integrate with or rely on certain third-party services, infrastructure providers, and external platforms that are necessary to deliver core functionality. These include, without limitation, Amazon Web Services (“AWS”) for hosting, data storage, and infrastructure provisioning, and Stripe for secure payment processing. By using the Platform, you acknowledge and agree to the use of such third-party services as an essential component of the Platform’s operation.
Your use of the Platform may be subject to the separate terms, conditions, and privacy policies of these third-party providers. Onsite does not control, and is not responsible for, the content, performance, security, reliability, or data handling practices of any third-party service. Any information you submit to or through such services is governed by their respective terms of use and privacy policies, and you are solely responsible for reviewing and complying with those terms.
While Onsite makes reasonable efforts to select reliable and reputable third-party vendors, we do not warrant or guarantee the availability, security, or uninterrupted operation of services provided by AWS, Stripe, or any other integrated service provider. To the extent permitted by law, Onsite disclaims all liability for damages or losses resulting from your use of—or inability to access or rely on—third-party services, including any downtime, error, or data loss attributable to those services.
You acknowledge that Onsite may change or replace third-party service providers at any time, with or without notice, provided that such changes do not materially degrade the core functionality of the Platform. Your continued use of the Platform after any such change constitutes your acceptance of the revised service integrations.
If you choose to use any optional features or integrations that rely on third-party accounts or services, including communications or reporting tools, you are solely responsible for obtaining and maintaining any necessary licenses, consents, or credentials. Onsite shall not be liable for any failure of such integrations resulting from your failure to meet these requirements or for any actions taken by third-party providers outside of our control.
AVAILABILITY AND DOWNTIME.
Onsite Rail Solutions strives to provide a reliable and consistent user experience and will use commercially reasonable efforts to ensure that the Platform is available for access and use. However, you acknowledge and agree that the availability of the Platform may be subject to temporary interruptions, delays, outages, or errors due to a variety of factors, including scheduled maintenance, system upgrades, unexpected technical issues, third-party service disruptions, or circumstances beyond our reasonable control.
We reserve the right to perform routine or emergency maintenance on the Platform, which may temporarily affect its availability. Where practicable, we will provide advance notice of scheduled downtime via email or through notifications within the Platform. However, we may conduct emergency maintenance without notice if required to protect the security, performance, or integrity of the Platform or any user data.
Onsite does not guarantee uninterrupted access to the Platform or that the Platform will be error-free, fully secure, or operate without delay at all times. You acknowledge that the Platform is provided on an “as-is” and “as-available” basis, and that system performance may be impacted by a number of external variables, including your internet service provider, browser or device configuration, or other third-party infrastructure.
We are not responsible for any losses, damages, data inaccuracies, or business interruptions that may result from temporary unavailability of the Platform, nor for any impact such downtime may have on your operations, communications, or repair scheduling. You are encouraged to maintain internal procedures and offline contingencies to address critical operations in the event of Platform downtime.
Although we continuously monitor the health and performance of our infrastructure and work closely with our hosting providers to maintain optimal uptime, Onsite expressly disclaims any warranty or representation that the Platform will be continuously available or that any reported issues will be resolved within a specific timeframe.
SUSPENSION AND TERMINATION.
Onsite reserves the right, in its sole discretion and without prior notice, to suspend, limit, or terminate your access to the Platform, in whole or in part, at any time if we determine that: (a) you have violated these Terms or any applicable law or regulation; (b) your subscription fees are overdue, disputed, or declined; (c) your account has been involved in fraudulent, abusive, or unauthorized activity; (d) continued access may pose a security, legal, operational, or reputational risk to Onsite, our systems, or other users; or (e) such action is reasonably necessary to comply with a legal obligation or law enforcement request.
In the event of suspension, you may be temporarily unable to access the Platform or specific features until the issue is resolved. We will make reasonable efforts to notify you of the suspension and the steps required for reinstatement, where appropriate. If the issue is not resolved in a timely manner or if the suspension is based on a material or repeated breach, we may proceed with permanent termination of your account.
You may terminate your subscription at any time by logging into your account and following the cancellation process provided in your account settings. Upon cancellation, your access to the Platform will continue through the end of your current billing cycle, after which your account will be deactivated and all access will cease unless the subscription is renewed. You remain responsible for all fees incurred prior to the effective date of termination and no refunds will be issued for unused portions of your subscription.
Upon termination—whether initiated by you or by Onsite—we may delete your account and any associated content or data from our systems in accordance with our data retention practices. We are under no obligation to retain your data following termination, except as required by law or explicitly stated in these Terms. It is your responsibility to export or back up any data you wish to retain prior to cancellation or closure of your account.
Termination of your account or access to the Platform does not affect any accrued rights or obligations under these Terms, including without limitation your payment obligations, and any provisions of these Terms which by their nature should survive termination—including those relating to intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law—shall continue in full force and effect.
We reserve the right to deny future access to the Platform if your account has previously been terminated for cause.
DATA PRIVACY.
Your privacy is important to us. The collection, use, storage, and disclosure of personal information provided through the Platform is governed by our Privacy Policy, which is incorporated into these Terms by reference and forms an integral part of this agreement.
By accessing or using the Platform, you acknowledge and agree to the terms of our Privacy Policy, including how we collect and process personal information through account registration, platform interactions, and any associated communications. The Privacy Policy explains, among other things, what information we collect, how we use it, the legal bases for processing, how long we retain it, and your rights and choices regarding your data.
You are responsible for reviewing the Privacy Policy in full, which is available at https://onsiterailsolutions.com/legal-privacy, and ensuring that all individuals within your organization who access or use the Platform are also aware of and agree to its terms. If you do not agree with the practices described in our Privacy Policy, you must discontinue use of the Platform.
If you have any questions regarding our data privacy practices, please refer to the Privacy Policy or contact us through the methods identified in the “Contact Us” section of that policy.
DISCLAIMER.
The Platform is provided on an “as is,” “as available,” and “with all faults” basis, without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, Onsite Rail Solutions disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, or that the Platform will be uninterrupted, error-free, or free of harmful components or vulnerabilities.
Onsite does not warrant that the Platform will meet your specific requirements, achieve any particular results, operate without interruption, or be secure or free from defects, bugs, viruses, or other harmful components. You understand and agree that you access and use the Platform at your own discretion and risk. You are solely responsible for evaluating the suitability of the Platform for your intended use and for ensuring that its output, documentation, and functionality align with the operational, regulatory, and legal requirements applicable to your business.
Any tools, templates, reference materials, or content made available through the Platform are provided solely for informational convenience and do not constitute legal, compliance, or safety advice. Onsite does not guarantee the accuracy, completeness, or usefulness of any such content and assumes no responsibility for your reliance on it.
Onsite is not responsible for any delays, failures, or losses arising from acts or omissions of third-party service providers (including but not limited to AWS and Stripe), your own hardware or network environment, or events outside of our reasonable control.
No oral or written advice, information, or statement provided by Onsite or any of its representatives shall create any warranty or modify this disclaimer in any way, unless expressly set forth in a written agreement signed by an authorized representative of Onsite.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you. In such cases, Onsite’s liability shall be limited to the maximum extent permitted by applicable law.
LIMITATION OF LIABILITY.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ONSITE RAIL SOLUTIONS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES OF ANY KIND—WHETHER FORESEEABLE OR UNFORESEEABLE—INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OR REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE UPON THE PLATFORM OR ANY SERVICES OR CONTENT PROVIDED BY OR THROUGH ONSITE, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE CLAIMED (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF ONSITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE OTHERWISE FORESEEABLE.IN NO EVENT SHALL ONSITE’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF THE PLATFORM, OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO ONSITE FOR ACCESS TO THE PLATFORM IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OR NATURE OF THE CLAIM AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE PLATFORM.THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ONSITE AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES, SO PORTIONS OF THIS SECTION MAY NOT APPLY TO YOU. IN SUCH CASES, ONSITE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.IF YOU ARE DISSATISFIED WITH THE PLATFORM OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM.
INDEMNIFICATION.
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Onsite Rail Solutions, its affiliates, officers, directors, employees, contractors, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, investigations, liabilities, losses, damages, judgments, settlements, fines, penalties, costs, and expenses (including without limitation reasonable attorneys’ fees and legal expenses) arising out of or relating to: (a) your access to or use of the Platform; (b) your violation of these Terms or any applicable law, rule, or regulation; (c) any User Content or data you submit, post, transmit, or otherwise make available through the Platform, including any allegation that such content infringes, misappropriates, or violates the intellectual property, privacy, or other rights of any third party; (d) any unauthorized use of your account or credentials; (e) your failure to obtain necessary consents or authorizations from third parties whose information or data you input into the Platform; or (f) any dispute between you and any third party, including but not limited to your customers, vendors, employees, or regulatory authorities.
Onsite reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully with Onsite in asserting any available defenses. You shall not settle any matter involving the Indemnified Parties without Onsite’s prior written consent, which shall not be unreasonably withheld.
Your obligations under this section shall survive the termination or expiration of your account, your use of the Platform, and these Terms.
DISPUTE RESOLUTION.
We are committed to resolving any concerns you may have regarding your purchase or use of the Onsite product in a prompt and fair manner. If a dispute arises between you and Onsite, we strongly encourage you to first contact us directly at support@onsiterailsolutions.com so that we can work in good faith to resolve the issue informally.
If we are unable to resolve the matter through direct communication within thirty (30) days, both parties agree to attempt to resolve the dispute through non-binding mediation, administered by a mutually agreed-upon neutral mediator. The mediation shall be conducted in English and held virtually or in a mutually convenient location. Each party shall bear its own costs and share equally in the cost of mediation.
If mediation is unsuccessful, either party may initiate binding arbitration as the exclusive means of resolving the dispute, except as otherwise provided below. Arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitration shall be conducted by a single arbitrator, in the English language, and held in the State of Texas unless otherwise agreed.
To the fullest extent permitted by applicable law:
CLASS ACTIONS ARE NOT PERMITTED. YOU AND ONSITE AGREE TO BRING DISPUTES ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
Equitable Relief. Notwithstanding the above, Onsite retains the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened misuse of its intellectual property, proprietary information, or to enforce product safety guidelines and user restrictions.
You understand and agree that this dispute resolution process is a condition precedent to initiating any legal proceeding, and that failure to comply with this process may result in dismissal or stay of any such proceeding until these steps are followed.
GOVERNING LAW.
These Terms, including all agreements and policies incorporated by reference, shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to any principles of conflicts of laws thereof that would lead to the application of the laws of another jurisdiction. The laws of the State of Texas shall govern all matters arising out of or relating to these Terms, including, without limitation, its validity, interpretation, construction, performance, and enforcement.
Both parties agree that any legal action or proceeding arising out of or in connection to the obligations, rights, and remedies of parties under these Terms shall be brought exclusively in the courts of Dallas County, Texas. Each party consents and submits to the exclusive jurisdiction of these courts in any such action or proceeding and waives any objection to venue or inconvenient forum.
You and Onsite agree that any proceedings to resolve or litigate any dispute will be conducted on an individual basis and not as a class action or other representative action, whether within a class-wide arbitration, by a class action, or otherwise. Both parties expressly waive any ability to maintain any class action in any forum.
AMENDMENTS.
We reserve the right to modify, update, or change these Terms at any time and without prior notice. Any modifications will be effective immediately upon posting on our Platform. It is your responsibility to review these Terms periodically to stay informed of any updates or changes. By continuing to access our website and use our services after the modifications have been made, you agree to be bound by the revised Terms.
Changes to Terms: We may modify these Terms to reflect changes in our business practices, legal requirements, or improvements to our services. We will make reasonable efforts to provide notice of material changes to these Terms. Such notice may be provided through our website, by email, or by other means we deem appropriate. It is your responsibility to review the updated Terms.
Continued Use: By continuing to access our website and use our services after the modifications have been made, you indicate your acceptance of the modified Terms. If you do not agree with the modified Terms, you should discontinue using our Platform and services.
Effect on Prior Agreements: Any modifications to these Terms will apply prospectively and will not affect any rights or obligations that arose prior to the effective date of the modifications. If you have entered into any separate agreements with us, the terms of those agreements will prevail in the event of any inconsistency with these Terms, unless expressly stated otherwise.
Right to Terminate: We reserve the right to terminate, suspend, or restrict your access to our website and services, in whole or in part, at our sole discretion and without liability, if you fail to comply with these Terms or for any other reason we deem necessary.
Please note that any modifications to these Terms will not affect our commitment to protecting your privacy and maintaining the confidentiality and security of your personal information. Our privacy practices are governed by our Privacy Policy.
WAIVER.
The failure or delay of Onsite in exercising any right, remedy, power, or privilege under these Terms shall not constitute a waiver thereof. Similarly, any single or partial exercise of any right, remedy, power, or privilege hereunder shall not preclude further exercise of the same or of any other right, remedy, power, or privilege.
Any waiver by Onsite of a breach of any provision of these Terms shall only be effective if it is in writing and signed by an authorized representative of Onsite. A waiver of any term or provision shall not be construed as a waiver of any subsequent breach or default, whether of a similar nature or otherwise.
No waiver by Onsite of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Onsite to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
HEADINGS.
The headings and section titles used in these Terms are included for convenience and organizational purposes only. They do not have any legal or contractual effect and shall not be used to interpret, construe, or limit the scope or intent of any provision of these Terms.
Each section shall be interpreted and enforced based solely on its substance, without reference to any heading or caption. Headings do not alter the meaning of the provisions they precede and should not be relied upon in any legal interpretation or dispute.
SEVERABILITY.
In the event that any provision or part of these Terms is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of these Terms shall remain in full force and effect.
The invalid, illegal, or unenforceable provision shall be modified to the extent necessary to render it valid, legal, and enforceable while preserving its intent. If modification is not possible, the affected provision or part thereof shall be deemed severed from these Terms, but all other provisions and parts of these Terms shall continue in full force and effect.
The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision or part of these Terms, which shall remain in full force and effect as though such invalid, illegal, or unenforceable provision had never been included.
These Terms shall be construed as if each provision and part thereof were drafted independently, and any presumption or rule of construction against construing ambiguities in favor of the drafting party shall not apply to the interpretation or construction of these Terms.
ENTIRE AGREEMENT. These Terms, together with any applicable Addendums, policies, or documents expressly incorporated by reference, constitute the complete and exclusive agreement between you and Onsite regarding your access to and use of the Platform. They supersede all prior or contemporaneous understandings, agreements, representations, proposals, or communications—whether written, oral, or implied—relating to the subject matter herein. No other agreement, statement, or promise made by either party that is not expressly included in these Terms shall be binding or enforceable.
To the extent you enter into a separate written agreement with Onsite for specific services—such as enterprise deployment, support services, white-label IPTV builds, or custom playout configurations—that agreement may modify or supplement these Terms, but only to the extent explicitly stated. In the event of a direct conflict between these Terms and any executed Addendum or service-specific agreement, the terms of that Addendum shall control solely with respect to the services it governs.
You acknowledge that you have not relied on any statements, communications, or materials outside of these Terms or a signed agreement when deciding to use the Platform. Any waiver, amendment, or modification of these Terms must be in writing and signed by an authorized representative of Onsite to be valid. No informal communication, email exchange, or verbal assurance shall be construed as modifying these Terms or creating a binding obligation unless formally executed.
Any provision of these Terms that by its nature should survive termination—such as those relating to intellectual property, payment obligations, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution—shall survive the expiration or termination of your use of the Platform for any reason.
CONTACT US. If you have any questions, concerns, or feedback regarding these Terms, our Platform, or any of our products or services, please feel free to contact us through any of the following channels: Email: support@onsiterailsolutions.com To assist us in addressing your concerns effectively, please ensure that your communication includes your name, contact information, and a clear description of your question or issue. We may update the contact information provided herein from time to time. It is your responsibility to check this provision for the most current contact information.
Please note that any information provided through our contact channels is for general informational purposes only and does not constitute legal, financial, or professional advice. For specific legal or financial concerns, consult with a qualified professional.
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