Bonefish Systems, LLC. || Bonefish Systems, LLC.

Terms and Conditions

Welcome to the Bonefish Systems, LLC. website (this “Website”). Please read these terms and conditions (“Terms of Use”) carefully, because they set forth the important terms you will need to know about this Website. In these Terms of Use, the terms “you” and “yours” refers to the person using this Website. The terms “BONEFISH,” “we,” “our,” and “us,” refer to Bonefish Systems, LLC. Use of this Website is governed by the Terms of Use below. By using this Website you agree to abide by these Terms of Use. If you do not agree with any of these Terms of Use, do not use this Website. BONEFISH is a corporation organized under the laws of the State of Ohio. BONEFISH makes no representation about any third-party websites that may be accessed via links from this Website. By using this Website, you agree that the law of the State of Ohio, without regard to its conflict of laws principles, will govern all matters between you and BONEFISH with respect to your use of this Website.

Intellectual Property Rights

Ownership

All content, text, images, data, information and other material displayed, available or present on this Website (“Content”), including any intellectual property rights in such Content (including without limitation trademarks and copyrights) (hereinafter “Intellectual Property Rights”), are the property of BONEFISH, its affiliates, its licensors or the designated owners, and are protected by applicable intellectual property laws.

Authorized and Prohibited Uses

You may download and print copies of the Content only for non-commercial, informational, personal use, without modification or alteration in any way, and only so long as you comply with these Terms of Use and applicable laws. Except as may otherwise be expressly authorized by these Terms of Use, you may not otherwise reproduce, sell, publish, distribute, modify, display, or use any of this Website or the Content without our prior written permission. If this Website permits the e-mailing of certain Content or a link through the use of an “e-mail to a friend” (or similar) icon, you may send that particular Content or link to others by e-mail, as indicated. You agree not to infringe upon any Intellectual Property Rights or remove or modify related proprietary notices contained in this Website or the Content.

User Content

Except as provided in our website Privacy Policy, any content that you submit to this Website or BONEFISH, whether directly or through a third-party website (“User Content”) will be deemed to be non-confidential and may be disclosed through this Website to unknown persons on a worldwide basis without control by BONEFISH, including for browsing, downloading, printing and other uses by such other persons or entities. You agree not to submit User Content to this Website or BONEFISH except for User Content that is fully authorized for purposes of this Website and these Terms of Use, and by posting User Content on this Website, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content. It is your obligation to determine the extent to which User Content you submit is protected by applicable intellectual property laws. You agree that BONEFISH shall have, and hereby grant to BONEFISH, a worldwide, royalty-free, perpetual, irrevocable, sublicenseable, non-exclusive right and license to translate, reproduce, sell, publish, distribute, modify, adapt, display, perform, promote, link to or use, in any form or media, any User Content that you submit to this Website or BONEFISH. BONEFISH does not endorse any User Content, or third party product or service that may appear on this Website. Nothing in these Terms of Use shall obligate BONEFISH to use any User Content you submit or permit the posting of such User Content on this Website.

Registration and Passwords

At times, we may or may not require you to have a password and provide registration details to access this Website or portions of this Website. To the extent that we do require a password and registration details, the details you provide must be correct, current, and complete. If BONEFISH believes that the details are not correct, current, and complete, we have the right to refuse you access to the Website, or any of its resources, and to terminate or suspend your account, if any. You are responsible for maintaining the confidentiality of any password(s) you are given to access this Website, and you are fully responsible for all activities that occur under your password(s). BONEFISH shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by BONEFISH, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password. You agree to notify us immediately of any unauthorized use of your password(s). We reserve the absolute right not to issue a password to any person or entity.

Your use of this Website shall be in accordance with any and all procedures, forms, formats, displays and operating times which may be determined, specified or modified by BONEFISH in its discretion. You are responsible for all software, hardware, interconnections, fees, expenses, costs and taxes for you to access or use this Website. At this time, we do not charge a fee to use this Website (but not including the portions of the Website that are designated for users with paid memberships), but we reserve the right to impose or modify fees in connection with use of this Website (or portions of this Website) at any time without liability. Payment of any such fees shall be due and payable thirty (30) days from the date of invoice unless otherwise agreed by you and BONEFISH or unless otherwise required by BONEFISH. BONEFISH shall endeavor to issue a general notice on this Website with regard to any imposition of fees or modifications to this Website.

Linking

Unless otherwise agreed upon between you and BONEFISH, no link shall be made to any page of this Website except a direct link to the top page (http://www.Bonefishsystems.com) without framing. In addition, any link to this Website must be immediately followed by notice to BONEFISH via contact us page. Moreover, in the event BONEFISH deems your linking practices in relation to this Website to be inappropriate, BONEFISH may provide you with notice concerning removal or modification of the inappropriate link, and you agree to comply with any and all requirements of BONEFISH relating thereto.

Access to Website

While it is BONEFISH’s objective is to make the Website accessible 24 hours per day, 7 days per week, the Website may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of BONEFISH, access to the Website may be interrupted, suspended or terminated from time to time. BONEFISH shall have the right at any time to change or discontinue any aspect or feature of the Website, including, but not limited to, Content, hours of availability and equipment needed for access or use.

Your Obligations

Compliance

You agree to comply with all applicable laws in connection with your use of this Website.

Your Cooperation and Notification

You agree to cooperate with all reasonable requests of BONEFISH and will notify BONEFISH promptly upon learning of any actual or suspected breach of these Terms of Use by you or unauthorized use or abuse of this Website.

Warranty Disclaimers

Bonefish Systems, LLC. OBLIGATIONS UNDER THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES EXPRESSED OR IMPLIED Bonefish Systems, LLC. WILL NOT BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS SERVICE AGREEMENT OR THE SERVICE PERFORMED HEREUNDER. IT REMAINS THE SOLE RESPONSIBILITY OF THE CUSTOMER TO PERFORM THE NECESSARY DUE DILLIGENCE AND TO IMPLEMENT THE NECESSARY CONTROLS TO ENSURE SOUND FISCAL RESPONSIBILITY. WHILE THE ELECTRONIC VENDOR AUDIT SYSTEM CAN BE A USEFUL TOOL IN THE MITIGATION OF ACCOUNTS PAYABLE RISK, IT IS BUT ONE PIECE OF A COMPLETE SET OF CONTROLS A CUSTOMER MUST IMPLEMENT AND DOES NOT ENSURE THAT FRAUD OR ERRORS WILL NOT OCCUR.

Indemnification

You agree to defend, indemnify and hold harmless BONEFISH and its affiliates, officers, directors, employees and contractors from any demands, claims, damages, liabilities, expenses or harms, including attorneys fees, arising in connection with your use of this Website, online conduct, breach of these Terms of Use, or dealings or transactions with other persons resulting from use of this Website.

Miscellaneous

Third Party Sites and Information

This Website may contain as a convenience to you, content, links and other information submitted by third parties over whom BONEFISH has no control or responsibility, as well as translations thereof which BONEFISH may arrange. BONEFISH has no obligation to monitor, control or restrict the use of this Website, or third party websites accessible via links on this Website. These other sites are not under BONEFISH’s control, and you acknowledge that (whether or not such sites are affiliated in any way with BONEFISH) BONEFISH is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of any site by BONEFISH or any association with its operators.

Separate Terms and Conditions

From time to time in connection with your use of and/or access to Content contained in certain areas of this Website, it may be necessary for you to consent to policies or terms and conditions in addition to these Terms of Use. You should read carefully any such additional terms and conditions before making any use of such Content or areas of this Website. Any such terms will not vary or replace these Terms of Use regarding any use of this Website, unless otherwise expressly stated.

Dispute Resolution: Applicable Law and Forum

With respect to any and all disputes arising out of or in connection with this Website or these Terms of Use (including without limitation the Privacy Policy), BONEFISH and you agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution.

BONEFISH has no obligation to become involved in any dispute between a user and any other person. This Website, these Terms of Use and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Ohio without regard to its conflict of law principles. BONEFISH and you agree that all disputes arising under these Terms of Use shall be resolved by confidential binding arbitration administered by the American Arbitration Association (“AAA”) in Columbus, Ohio or another forum mutually agreed upon by you and BONEFISH, pursuant to the Commercial Arbitration Rules (“Rules”) of the AAA by a sole arbitrator nominated by agreement of you and BONEFISH and confirmed in accordance with the Rules. If AAA is not hearing consumer commercial disputes at the time, BONEFISH may select another arbitral body in its sole discretion. The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that BONEFISH is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the terms of these Terms of Use pending a final arbitral decision.

TERM OF AGREEMENT - This Agreement shall commence on the first day of the Effective Period and shall remain in effect through the end of the Effective Period.

ADDITIONAL SERVICE AVAILABLE TO CUSTOMER - Upon Customer's or User s request, Bonefish Systems, LLC may be engaged to perform additional risk analysis or to provide consultation on best practices in managing accounts payable risk. Arrangements for such services will be managed under a separate contract and will be billed separately from this Service Agreement.

DISCLAIMER – Bonefish Systems, LLC. OBLIGATIONS UNDER THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES EXPRESSED OR IMPLIED Bonefish Systems, LLC. WILL NOT BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS SERVICE AGREEMENT OR THE SERVICE PERFORMED HEREUNDER. IT REMAINS THE SOLE RESPONSIBILITY OF THE CUSTOMER TO PERFORM THE NECESSARY DUE DILLIGENCE AND TO IMPLEMENT THE NECESSARY CONTROLS TO ENSURE SOUND FISCAL RESPONSIBILITY. WHILE THE ELECTRONIC VENDOR AUDIT SYSTEM CAN BE A USEFUL TOOL IN THE MITIGATION OF ACCOUNTS PAYABLE RISK, IT IS BUT ONE PIECE OF A COMPLETE SET OF CONTROLS A CUSTOMER MUST IMPLEMENT AND DOES NOT ENSURE THAT FRAUD OR ERRORS WILL NOT OCCUR.

CONTINGENCIES – Bonefish Systems, LLC. shall not be responsible for failure to perform due to unforeseen circumstances or causes beyond reasonable control. Examples of such causes are natural disaster, war, riot, fire, flood, accident, strike, shortage of transportation, power, labor or material, or any other act or condition beyond the reasonable control of Bonefish Systems, LLC.

CUSTOMER RESPONSIBILITIES -It is the responsibility of the Customer to ensure that all of its files, passwords, and eVAS output are adequately secured. Bonefish Systems, LLC. will not be responsible for Customer failure to do so nor for the cost of reconstructing information lost as a result.

CHARGES - Payment for services contracted under this Service Agreement will be made within thirty (30) days after the invoice date. Late fees of 5% per month will be applied to all late payments.

GENERAL – Bonefish Systems, LLC. reserves the right to adjust the rate of charges at end of the Effective Period with a thirty (30) day written notification.


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