Terms of Service v1
ONEHOUSE TERMS OF USE
BY DOWNLOADING, INSTALLING, REGISTERING, ACCESSING, EVALUATING OR OTHERWISE USING THE ONEHOUSE SERVICE, SOFTWARE, OR ONEHOUSE PRODUCTS (COLLECTIVELY, THE “SERVICES”), YOU ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS, DOWNLOAD, INSTALL, OR OTHERWISE USE ANY OF THE SUBSCRIPTION SERVICES.
These Terms of Use (“Agreement”) create a binding agreement by and between Infinilake, Inc. (d/b/a Onehouse) a Delaware corporation (“Onehouse”) and the customer accessing, downloading, evaluating or using the Services (“Customer”).
1. LICENSE. Subject to the terms and conditions of this Agreement, Onehouse hereby grants Customer a non-exclusive, non-transferable right to access and use Onehouse’s software-as-a-service offering (the “Service”) on the following terms (the “License”):
(a) Evaluation Services: Subject to Section 4, if Customer does not have an executed Order Form with Onehouse, the License is granted for a period of 30 days from Customer’s initial access or use of the Services (the “Evaluation Period”), solely for the purpose of evaluating the Service to determine if Customer desires to enter into a subscription agreement with Onehouse for Customer’s commercial use of the Service, and subject to Customer’s ongoing compliance with this Agreement. Any replacements, additions, or modifications to the Service provided to Customer are included within the term “Service” and are subject to the terms of this Agreement. Customer will provide, at its own expense, all equipment and third-party software necessary for it to evaluate the Service.
(b) Subscription Services: If Customer and Onehouse have entered into a subscription order signed by both parties (an “Order Form”), the License is granted solely to Customer and its Authorized Users to access and use the Services solely for Customer’s internal business purposes during the term identified in the applicable Order From (the “Subscription Term”), subject to the terms and limitations set forth on the applicable Order From. “Authorized User” means an employee, agent or contractor of Customer who has been supplied user credentials for the Service by Onehouse.
2. RESTRICTIONS. To the maximum extent permitted by law, Customer will not, and will not authorize or allow any person, to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any elements of the Service; (ii) reproduce, translate, adapt, or modify the Service; (iii) write or develop any program based upon the Service; (iv) sell, sublicense, transfer any rights in, use for the benefit of or to provide services (e.g., as a service bureau), or allow access to unauthorized persons to the Service; (v) transmit unlawful, infringing or harmful data or code to or from the Service; (vi) replicate significant portions of the Service or underlying technology or (vii) otherwise use the Service except as expressly permitted hereunder.
3. TERM. This Agreement will begin on the date that Customer initially accesses the Services or, if an Order Form is entered into, on the date set out in an Order Form (the “Effective Date”) and shall continue in effect for the Evaluation Period, unless otherwise agreed in an Order Form, and subject to earlier termination in accordance with this Agreement (the “Term”). Notwithstanding the foregoing, this Agreement shall continue for as long as an Order Form is in effect.
4. TERMINATION. For Evaluation Services, either party may terminate the Evaluation Period by providing notice of termination via email to the other party. For Subscription Services, either party may immediately terminate this Agreement upon written notice: (i) if the other party is in material breach of this Agreement, which is not cured within 30 days of written notice of such breach; or (ii) if the other party files for or is adjudicated bankrupt or suffers any other analogous event. Customer shall send any notice of termination to Onehouse at gtm@onehouse.ai, and Onehouse shall send any notice of termination to the email address provided by Customer. Upon the expiration or termination of this Agreement, (a) Customer will discontinue all use of the Service; and (b) the rights granted in Section 1 will immediately terminate. Sections 6 (Ownership), 8 (Confidentiality), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Feedback), and 12 (Miscellaneous) will survive termination or expiration of this Agreement.
5. PAYMENT(a) Evaluation Period. Customer shall not be required to pay any Fees during the Evaluation Period.
(b) Fees. If Customer and Onehouse enter into an Order Form, Customer agrees to pay to Onehouse the fees and set forth in the applicable Order Form. Unless otherwise provided in the Order Form, each Order Form shall automatically renew, subject to any price increases for which Onehouse provides Customer at least 60 days prior written notice. If Customer continues using the Services following expiration of the Evaluation Period without entering into an Order Form, Onehouse may invoice Customer based on its then-current pricing, and Customer agrees to pay such invoices for Customer’s use of the Services beyond the Evaluation Period.
(c) Payment. Fees are due and payable in United States dollars within 30 days after the invoice date, without deduction or setoff. Interest accrues from the due date at the lesser rate of 1.5% per month or the highest rate allowed by law. All fees are non-refundable and payment obligations agreed under an Order Form are non-cancelable, provided that, if an Order Form is terminated for Onehouse’s material, uncured breach, Onehouse shall refund any prepaid fees on a pro rata basis.
(d) Taxes. Customer must pay all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes based on Onehouse’s net income).
6. OWNERSHIP. Onehouse owns all right, title, and interest, including all intellectual property rights, in and to the Service, including any improvements, modifications, and enhancements to it. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Customer.
7. DATA. The Services are not designed to host or process personal data. Customer agrees that it will not input or otherwise provide any personal data (as defined under applicable data protection laws), either directly or indirectly, into or in connection with its use of the Service. Customer agrees that Onehouse may collect, create, and use aggregated or deidentified data derived from Customer’s configuration or use of the Service (“Performance Data”) for Onehouse’s business purposes, including benchmarking and capacity planning, provided that Performance Data will be in an aggregated or otherwise deidentified form only and will not identify Customer or its Authorized Users. Customer may perform benchmarks or comparative tests or evaluations (each, a “Benchmark”) of the Services and may disclose the results of the Benchmark other than for beta services. If you perform or disclose, or direct or permit any third party to perform or disclose, any Benchmark of any of the Services, you (i) will include in any disclosure, and will disclose to us, all information necessary to replicate such Benchmark, and (ii) agree that we may perform and disclose the results of Benchmarks of your products or services, irrespective of any restrictions on Benchmarks in the terms governing your products or services.
8. CONFIDENTIALITY. Either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information that is marked, designated or otherwise identified as “confidential” or would reasonably be understood to be confidential based on the nature of the information or circumstances of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) publicly known; (b) already known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party will not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Upon written request, the receiving party will promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will survive the termination or expiration of this Agreement for as long as such Confidential Information remains confidential.
9. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ONEHOUSE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING OR RELIANCE. ONEHOUSE DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ITS SECURITY MEASURES WILL PREVENT THIRD PARTY ACCESS TO CUSTOMER DATA.10. LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF ONEHOUSE ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $1,000 OR THE TOTAL FEES PAID BY CUSTOMER TO ONEHOUSE UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE DATE THE CLAIM AROSE. IN NO EVENT WILL ONEHOUSE HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
11. FEEDBACK. Customer has no obligation to provide Onehouse any suggestions, comments or other feedback regarding the Service (“Feedback”). If Customer nonetheless provides Feedback to Onehouse on any version or part of the Service, Customer hereby grants to Onehouse the right to freely use, disclose, reproduce, license, distribute and otherwise commercialize the Feedback in any product, technology, service, specification, or other documentation.
12. MISCELLANEOUS. This Agreement will be governed by the laws of the State of California without reference to conflict of law principles. All disputes arising out of or related to this Agreement, will be subject to the exclusive jurisdiction of the state and federal courts located in San Diego County or the Southern District of California and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Customer will not assign this Agreement without the prior written consent of Onehouse. This is the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of this Agreement will be valid unless in writing signed by each party. The terms of any document provided by Customer, including any purchase orders, will be of no force or effect. Any ambiguity in this Agreement will be interpreted equitably without regard to which party drafted the language. The relationship between the parties will be that of independent contractors. Onehouse may use subcontractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party will not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void will be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without the severed provision. The parties agree to comply with all applicable export control laws and regulations related to its use of the Services.
BY DOWNLOADING, INSTALLING, REGISTERING, ACCESSING, EVALUATING OR OTHERWISE USING THE ONEHOUSE SERVICE, SOFTWARE, OR ONEHOUSE PRODUCTS (COLLECTIVELY, THE “SERVICES”), YOU ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS, DOWNLOAD, INSTALL, OR OTHERWISE USE ANY OF THE SUBSCRIPTION SERVICES.
These Terms of Use (“Agreement”) create a binding agreement by and between Infinilake, Inc. (d/b/a Onehouse) a Delaware corporation (“Onehouse”) and the customer accessing, downloading, evaluating or using the Services (“Customer”).
1. LICENSE. Subject to the terms and conditions of this Agreement, Onehouse hereby grants Customer a non-exclusive, non-transferable right to access and use Onehouse’s software-as-a-service offering (the “Service”) on the following terms (the “License”):
(a) Evaluation Services: Subject to Section 4, if Customer does not have an executed Order Form with Onehouse, the License is granted for a period of 30 days from Customer’s initial access or use of the Services (the “Evaluation Period”), solely for the purpose of evaluating the Service to determine if Customer desires to enter into a subscription agreement with Onehouse for Customer’s commercial use of the Service, and subject to Customer’s ongoing compliance with this Agreement. Any replacements, additions, or modifications to the Service provided to Customer are included within the term “Service” and are subject to the terms of this Agreement. Customer will provide, at its own expense, all equipment and third-party software necessary for it to evaluate the Service.
(b) Subscription Services: If Customer and Onehouse have entered into a subscription order signed by both parties (an “Order Form”), the License is granted solely to Customer and its Authorized Users to access and use the Services solely for Customer’s internal business purposes during the term identified in the applicable Order From (the “Subscription Term”), subject to the terms and limitations set forth on the applicable Order From. “Authorized User” means an employee, agent or contractor of Customer who has been supplied user credentials for the Service by Onehouse.
2. RESTRICTIONS. To the maximum extent permitted by law, Customer will not, and will not authorize or allow any person, to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any elements of the Service; (ii) reproduce, translate, adapt, or modify the Service; (iii) write or develop any program based upon the Service; (iv) sell, sublicense, transfer any rights in, use for the benefit of or to provide services (e.g., as a service bureau), or allow access to unauthorized persons to the Service; (v) transmit unlawful, infringing or harmful data or code to or from the Service; (vi) replicate significant portions of the Service or underlying technology or (vii) otherwise use the Service except as expressly permitted hereunder.
3. TERM. This Agreement will begin on the date that Customer initially accesses the Services or, if an Order Form is entered into, on the date set out in an Order Form (the “Effective Date”) and shall continue in effect for the Evaluation Period, unless otherwise agreed in an Order Form, and subject to earlier termination in accordance with this Agreement (the “Term”). Notwithstanding the foregoing, this Agreement shall continue for as long as an Order Form is in effect.
4. TERMINATION. For Evaluation Services, either party may terminate the Evaluation Period by providing notice of termination via email to the other party. For Subscription Services, either party may immediately terminate this Agreement upon written notice: (i) if the other party is in material breach of this Agreement, which is not cured within 30 days of written notice of such breach; or (ii) if the other party files for or is adjudicated bankrupt or suffers any other analogous event. Customer shall send any notice of termination to Onehouse at gtm@onehouse.ai, and Onehouse shall send any notice of termination to the email address provided by Customer. Upon the expiration or termination of this Agreement, (a) Customer will discontinue all use of the Service; and (b) the rights granted in Section 1 will immediately terminate. Sections 6 (Ownership), 8 (Confidentiality), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Feedback), and 12 (Miscellaneous) will survive termination or expiration of this Agreement.
5. PAYMENT(a) Evaluation Period. Customer shall not be required to pay any Fees during the Evaluation Period.
(b) Fees. If Customer and Onehouse enter into an Order Form, Customer agrees to pay to Onehouse the fees and set forth in the applicable Order Form. Unless otherwise provided in the Order Form, each Order Form shall automatically renew, subject to any price increases for which Onehouse provides Customer at least 60 days prior written notice. If Customer continues using the Services following expiration of the Evaluation Period without entering into an Order Form, Onehouse may invoice Customer based on its then-current pricing, and Customer agrees to pay such invoices for Customer’s use of the Services beyond the Evaluation Period.
(c) Payment. Fees are due and payable in United States dollars within 30 days after the invoice date, without deduction or setoff. Interest accrues from the due date at the lesser rate of 1.5% per month or the highest rate allowed by law. All fees are non-refundable and payment obligations agreed under an Order Form are non-cancelable, provided that, if an Order Form is terminated for Onehouse’s material, uncured breach, Onehouse shall refund any prepaid fees on a pro rata basis.
(d) Taxes. Customer must pay all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes based on Onehouse’s net income).
6. OWNERSHIP. Onehouse owns all right, title, and interest, including all intellectual property rights, in and to the Service, including any improvements, modifications, and enhancements to it. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Customer.
7. DATA. The Services are not designed to host or process personal data. Customer agrees that it will not input or otherwise provide any personal data (as defined under applicable data protection laws), either directly or indirectly, into or in connection with its use of the Service. Customer agrees that Onehouse may collect, create, and use aggregated or deidentified data derived from Customer’s configuration or use of the Service (“Performance Data”) for Onehouse’s business purposes, including benchmarking and capacity planning, provided that Performance Data will be in an aggregated or otherwise deidentified form only and will not identify Customer or its Authorized Users. Customer may perform benchmarks or comparative tests or evaluations (each, a “Benchmark”) of the Services and may disclose the results of the Benchmark other than for beta services. If you perform or disclose, or direct or permit any third party to perform or disclose, any Benchmark of any of the Services, you (i) will include in any disclosure, and will disclose to us, all information necessary to replicate such Benchmark, and (ii) agree that we may perform and disclose the results of Benchmarks of your products or services, irrespective of any restrictions on Benchmarks in the terms governing your products or services.
8. CONFIDENTIALITY. Either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information that is marked, designated or otherwise identified as “confidential” or would reasonably be understood to be confidential based on the nature of the information or circumstances of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) publicly known; (b) already known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party will not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Upon written request, the receiving party will promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will survive the termination or expiration of this Agreement for as long as such Confidential Information remains confidential.
9. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ONEHOUSE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING OR RELIANCE. ONEHOUSE DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ITS SECURITY MEASURES WILL PREVENT THIRD PARTY ACCESS TO CUSTOMER DATA.10. LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF ONEHOUSE ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $1,000 OR THE TOTAL FEES PAID BY CUSTOMER TO ONEHOUSE UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE DATE THE CLAIM AROSE. IN NO EVENT WILL ONEHOUSE HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
11. FEEDBACK. Customer has no obligation to provide Onehouse any suggestions, comments or other feedback regarding the Service (“Feedback”). If Customer nonetheless provides Feedback to Onehouse on any version or part of the Service, Customer hereby grants to Onehouse the right to freely use, disclose, reproduce, license, distribute and otherwise commercialize the Feedback in any product, technology, service, specification, or other documentation.
12. MISCELLANEOUS. This Agreement will be governed by the laws of the State of California without reference to conflict of law principles. All disputes arising out of or related to this Agreement, will be subject to the exclusive jurisdiction of the state and federal courts located in San Diego County or the Southern District of California and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Customer will not assign this Agreement without the prior written consent of Onehouse. This is the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of this Agreement will be valid unless in writing signed by each party. The terms of any document provided by Customer, including any purchase orders, will be of no force or effect. Any ambiguity in this Agreement will be interpreted equitably without regard to which party drafted the language. The relationship between the parties will be that of independent contractors. Onehouse may use subcontractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party will not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void will be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without the severed provision. The parties agree to comply with all applicable export control laws and regulations related to its use of the Services.
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