1. Acceptance of Terms

By accessing, browsing, or using the Onitly platform ("Platform"), whether through our website at www.onitly.app or mobile applications, you ("User") acknowledge that you have read, understood, and agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, you must immediately discontinue use of the Platform.

These Terms constitute a legally binding agreement between you and Dem Business LLC, a Florida limited liability company, doing business as Onitly ("Company," "we," "us," or "our"). Your continued use of the Platform following any modifications to these Terms constitutes your acceptance of such modifications.

2. Nature of the Platform

Onitly is a marketplace and technology platform only. We provide a digital space that connects clients seeking services with independent service providers who offer those services. Onitly operates solely as an intermediary platform and is NOT a party to any contract, agreement, or transaction between clients and service providers.

Specifically, Onitly:

• Provides a space with profiles, reviews, ratings, and communication tools to facilitate connections between clients and service providers;
• Does not employ, engage, supervise, direct, or control any service provider listed on the Platform;
• Does not participate in, mediate, or guarantee any transaction, contract, or agreement between clients and providers;
• Does not provide, perform, or deliver any of the services listed by providers on the Platform;
• Acts only as a technology facilitator, not as a contractor, employer, agent, or representative of any user.

3. No Guarantee or Endorsement

Onitly does NOT guarantee, endorse, warrant, or take responsibility for:

• Any service provider's work quality, reliability, competence, qualifications, or professional conduct;
• Any contract, agreement, arrangement, or understanding between clients and service providers;
• Any damages, losses, injuries, property damage, or any other harm resulting from services arranged through the Platform;
• The accuracy, completeness, truthfulness, or reliability of provider profiles, descriptions, certifications, reviews, or ratings;
• The outcome of any service engagement initiated through the Platform;
• The timeliness, completion, or quality of any work performed by a service provider.

Clients hire service providers at their OWN RISK. It is the sole responsibility of the client to review profiles, ratings, reviews, credentials, and any other available information before engaging a service provider. Onitly strongly recommends that clients independently verify provider credentials, insurance, licensing, and references before entering into any agreement.

4. User Accounts

To access certain features of the Platform, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration;
• Maintain and update your information to keep it accurate and current;
• Maintain the security and confidentiality of your login credentials;
• Accept responsibility for all activities that occur under your account;
• Immediately notify Onitly of any unauthorized use of your account.

You must be at least 18 years of age to create an account. Onitly reserves the right to suspend or terminate accounts that violate these Terms.

5. Client Responsibilities

As a client using the Platform, you acknowledge and agree that:

• You are solely responsible for selecting and hiring service providers;
• You must conduct your own due diligence before engaging any provider;
• Any contract or agreement you enter into with a provider is solely between you and that provider;
• Onitly is not liable for any disputes, damages, or issues arising from services rendered;
• You will provide honest and accurate reviews and ratings for services received;
• You will communicate directly with providers regarding scope, terms, pricing, and expectations of work.

6. Service Provider Responsibilities

As a service provider using the Platform, you expressly acknowledge, represent, warrant, and agree that:

• Truthfulness: All information you provide on your profile is truthful, accurate, complete, and not misleading;
• Full Responsibility: You assume ALL responsibility and risk for services you perform, including any damages, injuries, losses, or claims;
• Licensing and Insurance: You agree to obtain and maintain all proper licenses, insurance policies, permits, bonds, and certifications required by applicable law;
• Indemnification: You indemnify, defend, and hold harmless Onitly against ALL claims, demands, lawsuits, damages, losses, costs, and expenses arising from your services;
• Profile Removal: Onitly reserves the absolute right to remove, suspend, or restrict your profile at any time;
• Dispute Handling: You agree to handle all disputes with clients directly;
• Compliance: You will comply with all applicable local, state, federal, and international laws;
• Independent Status: You acknowledge that you are an independent contractor and not an employee, agent, or representative of Onitly.

7. User Conduct

All users of the Platform agree not to:

• Use the Platform for any unlawful, fraudulent, or deceptive purpose;
• Post false, misleading, or defamatory content;
• Harass, abuse, threaten, or discriminate against other users;
• Impersonate any person or entity;
• Attempt to gain unauthorized access to other accounts or Platform systems;
• Use automated systems (bots, scrapers) to access the Platform without authorization;
• Interfere with or disrupt the Platform's functionality or security;
• Circumvent the Platform to avoid fees or terms;
• Post spam, unsolicited advertising, or promotional materials;
• Upload or transmit viruses, malware, or other harmful code.

8. Subscription Plans & Billing

Onitly offers the following subscription tiers:

• Free Plan: Basic access to the Platform with limited features, available at no cost;
• Plus Plan: Enhanced features including advanced search, AI-powered estimate comparison, digital contracts, and priority support;
• Master Plan: Full access to all Platform features including Carol AI Secretary (automated client responses), unlimited contracts, advanced analytics, team management, and credit packs for premium services.

All new accounts receive a 7-day free trial of the Plus plan. Subscriptions are billed monthly or annually through Stripe. By subscribing, you authorize recurring charges to your payment method. You may cancel at any time through your account settings — see our Cancellation Policy for details.

Onitly reserves the right to modify plan features, pricing, and credit pack values at any time. Material changes will be communicated to existing subscribers at least 30 days before taking effect.

9. AI Features (Carol)

The Platform includes Carol, an AI-powered assistant built using Google Gemini technology. Carol provides features including text chat, real-time voice calls, estimate comparison, contract generation, and schedule management.

Important disclaimers regarding AI features:

• Carol is an AI assistant and does not provide professional, legal, financial, or medical advice;
• AI-generated content (including contract terms, estimates analysis, and recommendations) should be reviewed by the user before acting upon;
• Onitly does not guarantee the accuracy, completeness, or suitability of any AI-generated content;
• Conversations with Carol may be processed by third-party AI services (Google Gemini) and are subject to their respective terms and privacy policies;
• Users should not share sensitive financial information (such as credit card numbers or bank account details) in conversations with Carol;
• AI features may be subject to usage limits based on your subscription plan.

10. Digital Contracts & E-Signatures

The Platform enables users to create, sign, and manage digital contracts (service contracts and maintenance contracts) with electronic signatures.

• Legal Standing: Digital contracts signed through the Platform are intended to be legally binding agreements between the signing parties. Each signature is recorded with a SHA-256 document hash, timestamp, IP address, and device information;
• Onitly's Role: Onitly provides the technology infrastructure for contract creation and signing but is NOT a party to any contract between users. Onitly does not verify, enforce, or guarantee the terms of any contract;
• AI-Generated Terms: Carol AI may generate suggested contract terms. These are suggestions only and should be reviewed and modified by the parties before signing;
• Tamper Detection: Signed contracts include SHA-256 hash verification to detect any post-signature modifications;
• Record Retention: Signed contracts are stored securely on the Platform and accessible to both parties for the duration of their accounts.

11. Social & Community Features

The Platform includes social features such as user posts, comments, friend connections, and group messaging. By using these features, you agree to:

• Not post content that is illegal, offensive, discriminatory, defamatory, or violates the rights of others;
• Not use social features for spam, unsolicited advertising, or harassment;
• Respect the privacy of other users and not share their personal information without consent;
• Comply with our Review Guidelines when posting reviews and ratings.

Onitly reserves the right to remove any content that violates these Terms or our community standards, and to suspend or terminate accounts engaged in repeated violations.

12. Intellectual Property

All content, features, functionality, trademarks, logos, designs, text, graphics, software, and other intellectual property displayed on the Platform are owned by or licensed to Onitly and are protected by copyright, trademark, and other intellectual property laws.

Users retain ownership of content they submit to the Platform (such as reviews, profile information, and images) but grant Onitly a non-exclusive, worldwide, royalty-free, perpetual license to use, display, reproduce, and distribute such content in connection with the operation of the Platform.

13. Privacy and Data Handling

Our collection, use, and protection of your personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. We are committed to compliance with applicable data protection regulations, including the LGPD, GDPR, and CCPA where applicable.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Onitly provides the Platform on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, either express or implied;
• Onitly disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• In no event shall Onitly be liable for any indirect, incidental, special, consequential, or punitive damages;
• Onitly's total aggregate liability shall be limited to the total amount of subscription fees actually paid by that user during the twelve (12) months preceding the event giving rise to the claim;
• Onitly shall have no liability whatsoever for any actions, omissions, conduct, or services provided by any user of the Platform.

15. Indemnification

You agree to indemnify, defend, and hold harmless Onitly, its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, licensors, and suppliers from and against all claims, demands, actions, damages, losses, liabilities, costs, and expenses arising from or related to:

• Your use of or inability to use the Platform;
• Your violation of these Terms;
• Your violation of any rights of a third party;
• Any content you submit, post, or transmit through the Platform;
• Any services provided or received through the Platform;
• Any disputes between you and other users.

16. Dispute Resolution

1. Informal Resolution: The parties shall first attempt to resolve the dispute informally through good-faith negotiation for a period of thirty (30) days from written notice of the dispute.
2. Binding Arbitration: If the dispute cannot be resolved informally, it shall be resolved through binding arbitration. The arbitration shall be conducted by a single arbitrator, and the arbitrator's decision shall be final and binding.
3. Class Action Waiver: You agree that any dispute resolution proceedings will be conducted on an individual basis only, and not in a class, consolidated, or representative action.
4. Exceptions: Either party may seek injunctive or equitable relief in a court of competent jurisdiction for claims involving intellectual property infringement or unauthorized access to the Platform.

17. Account Termination

Onitly reserves the right to suspend, restrict, or terminate your account at any time, with or without cause, with or without notice, including for:

• Violation of these Terms;
• Fraudulent, abusive, or illegal activity;
• Conduct harmful to other users or the Platform;
• Prolonged inactivity;
• Business, legal, or operational reasons at Onitly's sole discretion.

Upon termination, your right to use the Platform ceases immediately. Provisions that by their nature should survive termination shall survive.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Orange County, Florida.

19. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, such finding shall not affect the validity of the remaining provisions, which shall continue in full force and effect.

20. Modifications to Terms

Onitly reserves the right to modify these Terms at any time. Changes will be effective upon posting with an updated "Last updated" date. We will make reasonable efforts to notify users of material changes through the Platform or via email. Your continued use of the Platform after modifications constitutes acceptance of the revised Terms.

21. Contact Information

For questions, concerns, or inquiries regarding these Terms of Use:

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