1. Access.  During the Subscription Term, we will provide you access to use the Service as described in this Agreement and the applicable Order. Your Affiliates may access and use the Service purchased under this Order; provided that, all such access, use and receipt by your Affiliates is subject to and in compliance with the Agreement and you shall at all times remain liable for your Affiliates' compliance with the Agreement.

    2. Additional Features. You may subscribe to additional features of the Service by placing an additional Order or activating the additional features from within the Service (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from the Service.

    3. Service Uptime Commitment. For details of ONEiO Uptime Commitment, please see the Plan Specific Terms. 

    4. Limits. The limits that apply to you will be specified in your Subscription, this Agreement or in our Services Catalog, and for our Free Plan, these limits may also be designated only from within the product itself. For further information on the limits that apply to your Subscription, please refer to the Plan Specific Terms.

    5. You must be 18 years of age or older to use the Service.

    6. You are entitled to downgrade your Subscription. For further information on the downgrade terms that apply to your Subscription, please refer to the Plan Specific Terms.

    7. Modifications. We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For further information on our modification rights that apply to your subscription, please refer to the Plan Specific Terms. 

    8. Customer Support. For information on the customer support terms that apply to your subscription, please refer to the Plan Specific Terms.

    9. Acceptable Use. You will comply with our Acceptable Use Policy HERE.

    10. Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Service; (iii) attempt to gain unauthorized access to the Service; (iv) access the Service other than through our interface; or (v) use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.     

    11. You may not use the Service if you are legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service. 

    12. The Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Service where your communications would be subject to such laws. Nothing contained herein shall limit the usage restrictions specific to Sensitive Information under the Agreement.

    13. You will notify us right away of any unauthorized use of your Users' identifications and passwords or your account.

    14. No Sensitive Information. ONEiO Service has been designed to be secure. However, as We have no knowledge of the content of the Customer Data transmitted in the Service, we expressly disclaim any and all liability in excess of the limitations set forth in section 10 LIMITATIONS OF LIABILITY. YOU AGREE NOT TO USE THE SERVICE TO PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SERVICE TO PROCESS SENSITIVE INFORMATION.

    15. Customer Responsibilities. To realize the full value of the Service, your participation and effort are needed. Resources that may be required from you include a project manager and a technical resource (or equivalent).

    16. CUSTOMER SAFEGUARDS You shall be responsible for: (i) protecting usernames and passwords and preventing and notifying Us of unauthorized use; (ii) all Customer Data transmitted to the Service by You or Your integration counterparty; and (iii) using the Service lawfully, in compliance with the Agreement for Your own service management purposes and not for any other purposes.

    17. If You exceed Your permitted use of the Service, You will purchase additional Subscriptions; or take other steps reasonably requested by Us. We may review Your use of the Service, and You shall provide reasonable assistance, to verify Your compliance with the Agreement.

    18. CONTROL OF THE SYSTEM We are entitled to control Your and Your Integration counterparty's use of the Service and give instructions thereof to the extent and in the manner that this is regarded necessary at Our discretion to ensure that the quality of the Service can be maintained. We are not responsible for any delays caused by You or Your Integration counterparty.

    19. RESPONSIBILITY FOR DATA You are responsible for and hold Us harmless of any claims concerning the Customer Data, or the use thereof.

    20. NO RESELLING The Service is provided solely for Your own use. You are not entitled to provide or convey any features or elements of the Service in any form or manner to any third party, including Your Integration counterparty, other than what is clearly described in the Subscription. Notwithstanding the foregoing, You shall have the right to authorize external consultants and/or partners to operate the Service for and on behalf of You.

    21. UPGRADES “Upgrade” is a modification to the Service for repair or enhancement. We shall determine how and when to develop and release Upgrades. All repair Upgrades are provided to You at no additional fee during the Subscription Term. We may at Our sole discretion provide any new functionality as an enhancement Upgrade or as part of a new optional service for a separate fee.

    22. OWNERSHIP; GRANT OF RIGHTS As between Us and You, all rights, title, and interest in and to all intellectual property rights in the Service and Documentation are owned exclusively by Us. Except as provided in this Agreement, We shall not grant You any rights, express or implied, or ownership in the Service, Documentation or any intellectual property rights. We shall have a royalty-free, worldwide, non- exclusive, transferable, sub-licensable, irrevocable, perpetual right to use or incorporate into the Service, Documentation and related services any suggestions, enhancements, recommendations or other feedback provided by You or Your users relating to the Service, Documentation or related services.  As between Us and You, all rights, title and interest in and to all Customer Data is owned exclusively by You, and as such, we shall not make any use of any such Customer Data for any purpose other than operating the Service.

    23. RESTRICTIONS You shall not (or permit others to): (i) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, or time share the Service or Documentation or make it available to a third party; (ii) create derivative works based on the Service or Documentation; (iii) disassemble, reverse engineer or decompile the Service, save to the extent permitted by law; (iv) use our Confidential Information gained through the Service or Documentation in order to build a competing product or service; (v) use or send viruses or other harmful computer code; (vi) interfere with the integrity of the Service or its data; or (vii) use or distribute material protected by copyright or other intellectual property right (including the right of publicity and/or privacy) without first obtaining the permission of the owner.

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