THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND WAIVER OF JURY TRIAL. PLEASE READ IT CAREFULLY BEFORE AGREEING.

Terms and Conditions of Service

Effective Date: August 19, 2020         

Onyx Management Group, LLC (hereinafter “Onyx”, “we”, or “us”) provides the website https://gatewaynj.com (the “Site”), data, content, information, tools, functionality, updates, and similar materials delivered or provided by us (collectively, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms and Conditions Agreement (the “Agreement”).

This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service.

We may make changes to these Terms of Use from time to time by posting such changes to the Service and requiring you to affirm the revised Agreement. By continuing to use the Service (or other method of legal acceptance) after notice of such change(s) is given, you agree to be bound the revised Terms of Use.  Please refer to the “Effective Date” above to see when these Terms of Use were last updated.

License

As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive, and use the Service. No rights not explicitly listed are granted.

Incorporated Terms

The following additional terms are incorporated into this Agreement as if fully set forth herein:

• Privacy Policy – available at https://gatewaynj.com/privacy-policy
• Copyright Policy
• Complaint Policy (including Trademark and Privacy)

Eligibility

You must be at least eighteen (18) years old to use the Service. By using the Service, you represent that you meet(s) this minimum age requirement.

Some parts of the Service may not be available to the general public, and we may impose additional eligibility rules from time to time on those portions of the Service. We reserve the right to amend or eliminate these eligibility requirements at any time.

By using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, and that you commit to abide by all the terms and conditions herein.

Important Notices

While we make reasonable efforts to ensure that the Service remains available at all times, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that you will be able to access or use the Service, or its features, at all times.

The Service, and any Content (defined below) posted therein, are for information purposes only.  We do not represent or warrant any level of functionality, performance, accuracy, ease of use, or health benefits, preventative or otherwise, of the Service or the Content therein. 

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.

The Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice. 

You are solely responsible for any and all of the actions you take, or decisions that you make, relating to or arising from your use of the Service.

Rules of Conduct

Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.

You agree that you will not violate any applicable law or regulation in connection with your use of the Service or any ideas, plans, drawings, proposals, graphics, text, information, data, designs, instructions and/or schematics, links, profiles, audio, photos, music, sounds, video, comments, messages or tags, or similar materials (collectively “Content”) contained therein.

You further agree that you will not do any of the following:

• use the Service, or any part thereof, in an unlawful or unethical way, or in a way that encourages another to engage in anything unlawful or unethical;
• modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
• interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
• transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
• attempt to probe, scan or test the vulnerability of a system, a network, or the Service or to breach security or authentication measures without proper authorization;
• take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• harvest or collect the email address, contact information, or any other personal information of other users of the Service;
• use any means to crawl, scrape or collect content from the Service via automated or large group means;
• submit, post or make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;
• use the Service, or any part thereof, in a way that violates, infringes, or misappropriates the rights of a third party, including rights in intellectual property, privacy, or publicity;
• breach, through the Service, any agreements that you enter, or have entered, into with any third parties;
• stalk, harass, injure, or harm yourself or another individual, or attempt to do any of the foregoing, through the Service;
• direct or encourage another User or individual, through the Service, to do something that is unsafe, or that a similarly situated, reasonable person wouldn’t have an expectation of safety; or
• impersonate any other person or business.

You are not licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service.

We reserve the right, in our sole discretion, to protect our users from violators and violations of these rules of conduct, including but not limited to restricting your use of the Services, immediately terminating your use of the Service, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

IF YOU MAKE CONTENT AVAILABLE TO ONYX, OR OTHERWISE INDICATE TO US THAT YOU MAY HURT YOURSELF OR SOMEONE ELSE, WE MAY, BUT ARE IN NO WAY OBLIGATED TO, REPORT IT TO LAW ENFORCEMENT OR ANY OTHER AUTHORITIES.

Content Submitted or Made Available to Us

You are under no obligation to submit any Content to us or through use of the Service, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Service, we need your permission to process, display, reproduce, create derivative works, and otherwise use the Content that you make available to us, if any. Therefore, if you choose to submit any Content through or on the Service, or otherwise make available any Content through the Service, you hereby grant us a perpetual, irrevocable, transferrable, sub-licensable through multiple tiers, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such Content, including without limitation distributing part or all of the Content in any media format through any media channels.

By submitting any Content to us you hereby agree, warrant and represent that: (a) the Content do not contain proprietary or confidential information, and the provision of the Content is not a violation of any third-party’s rights; (b) all such Content are accurate and true, (c) we are not under any confidentiality obligation relating to the Content; (d) we shall be entitled to use or disclose the Content in any way, to the maximum extent permissible under applicable law; and (e) you are not entitled to compensation or attribution from us in exchange for the Content.

You acknowledge that we are under no obligation to maintain the Service, or any information, materials, Content or other matter you submit or make available to the Service. We reserve the right to withhold, remove and or discard any such material at any time.

Content Shared Through the Service

You understand that by sharing information on the Service, by participating in the Service, and by requesting information to be sent through, or downloading information from, the Service, you may be revealing information about yourself, the entity that you represent, or your business that may include financial, credit, or similar information, including with other users. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials and using the Service, and you agree that we shall not be held responsible, and we shall be released and held harmless by you from any liability or damages arising out of such conduct.

Our Intellectual Property

Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.

You acknowledge that the Service, and all enhancements, updates, upgrades, corrections and modifications thereto, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property and/or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

Data Collection and Use

You understand and agree that our Privacy Policy shall govern the collection and use of data obtained by us through your use of the Service.

Enforcement and Termination

We reserve the right to deny all or some portion of the Service to any user, in our sole discretion, at any time. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of this Agreement, in accordance with applicable law.

Links and Third-Party Content

The Service may contain links to third-party sites. Such links are provided for informational purposes only, and we do not endorse any third-party website, products, or services through the provision of such a link.

The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties, including users other than you. We do not endorse any third party, or third party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by us.

Disclaimers and Limitation on Liability

EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE, AND THE CONTENT THEREIN, IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, ALONG WITH OUR PARENT ENTITIES, SUBSIDIARIES, AFFILIATES, AND OUR/THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.  

ALL CONTENT AND MATERIALS POSTED ON OR THROUGH THE SERVICE ARE FOR INFORMATION PURPOSES ONLY.

FURTHER, OPINIONS, ADVICE, STATEMENTS, CONTENT, OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICE, BUT NOT DIRECTLY PROVIDED BY US, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT BE RELIED UPON. SUCH AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT.

USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL CODE OR COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, LICENSORS OR BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE OR THE ACTIONS YOU TAKE BASED ON THE SERVICE OR THE CONTENT THEREIN, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF WE AND/OR THE RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither we nor any of our parent entities, subsidiaries, affiliated companies, nor our/their respective employees, directors, shareholders, members, or managers shall be liable for (1) any damages in excess of $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.

Indemnification

You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of our/their respective officers, managers, members, directors, shareholders employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) your use of the Service or any Content therein, (b) your violation of this Agreement, and (c) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service.

Governing Law and Jurisdiction; Arbitration

You agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court. The Federal Arbitration Act and Federal arbitration law apply to this agreement. The laws of the State of New Jersey shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.  Any arbitration between you and Onyx shall have one (1) arbitrator. 

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: Onyx Management Group, LLC, One Gateway Center, Suite 2400, Newark, New Jersey 07102.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in Newark, New Jersey. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrators, will be strictly confidential for the benefit of all parties.

You and Onyx agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Onyx agree that each have waived any right to a jury trial.

Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

To the extent arbitrations does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in Newark, New Jersey. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW JERSEY.

Policies for Children

The Service is not directed to individuals under the age of 13. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in accordance with the Children’s Online Privacy Protection Act. Please see the Federal Trade Commission’s website for (www.ftc.gov) for more information.

Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.

General

Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

Revisions. In the event that we update this Agreement, you will be notified through the Service and may be required to re-affirm the updated Agreement using the method we will specify.

No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.

Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.

No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Notices. All notices given by you or required under this Agreement shall be in writing and addressed to:

Onyx Management Group, LLC
One Gateway Center, Suite 2400
Newark, New Jersey 07102 USA
Attn: General Counsel
Email: legal@onyxequities.com

Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.

Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.

Copyright © Onyx Management Group, LLC. All rights reserved. The Service is the property of Onyx, and is protected by United States and international copyright, trademark, and other applicable laws. This includes the content, appearance, and design of the Service, as well as the trademarks, product names, graphics, logos, service names, slogans, colors, and designs.

Copyright Policy

If you believe in good faith that any material posted on our Services infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:

• A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed;
• Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
• Information reasonably sufficient to permit us to contact you;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:

Copyright Agent
Onyx Management Group, LLC
One Gateway Center, Suite 2400
Newark, New Jersey 07102 USA
e-mail: legal@onyxequities.com

Complaint Policy (Including Trademark and Privacy)

If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a written notice containing the following information:

• Your name, physical address, e-mail address and phone number;
• A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
• Identification of the location of the material on the Service;
• If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
• If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
• A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
• Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.

All notices given by you or required under this Agreement shall be in writing and addressed to: Onyx Management Group, LLC, One Gateway Center, Suite 2400, Newark, New Jersey 07102, or sent via email to legal@onyxequities.com.