Terms of Service
Last Updated: March 3, 2025
These terms of service (this “Agreement”) constitute a binding legal agreement between the company or other legal entity you represent (“Customer”) and OneAM U.S. Inc., a Delaware corporation (“OneAM”, “we”, or “us”), and govern Customer’s use of all portals, applications, APIs, and services associated with the website https://www.oneam.us/ or any mobile or desktop application that provides or links to this Agreement (collectively, the “Services”).
BY ACCEPTING THIS AGREEMENT, YOU ARE ENTERING INTO A MUTUALLY BINDING AGREEMENT BETWEEN CUSTOMER AND ONEAM AS TO THE TERMS SET FORTH BELOW AND REPRESENT THAT YOU HAVE SUCH AUTHORITY ON BEHALF OF CUSTOMER. WITHOUT LIMITING THE FOREGOING, BY USING THE SERVICES, CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE SERVICES.
OneAM may change any of the terms of this Agreement at any time, at our sole discretion. Please check the Services periodically for updates to this Agreement so you are aware of any changes. Any such change will be effective upon Customer’s continued use of the Services after we send or post a notice of the changes. However, any disputes arising under this Agreement will be resolved pursuant to the version of this Agreement in effect at the time the dispute arose.
Definitions
“Usage Data” means any and all data and information related to Customer’s use of the Services, including data regarding Customer’s interaction with the Services and any queries or other data submitted by Customer to the Services.
“Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement, (ii) for whom access to the Services has been purchased hereunder, and (iii) who have been provide a user account on the Services. Customer shall be responsible for ensuring that user account login credentials are only used by the individual to whom they are issued.
“Documentation” means OneAM’s end-user documentation relating to the Services made available on OneAM’s websites or applications from time to time.
“OneAM IP” means the Services, the Documentation, and any and all intellectual property provided to customers or any Authorized User in connection with the foregoing. For the avoidance of doubt, OneAM IP includes Usage Data.
“Service Data” means any and all data or other content made available to Customer in or through any of the Services. For clarity, all references to “Services” hereunder include Service Data.
“Invoice” means an invoice generated by OneAM on behalf of Customer as part of the Services provided hereunder.
“Parties” means OneAM and Customer.
Access and Use
a) Provision of Access. Subject to and conditioned on Customer’s compliance with all other terms and conditions of this Agreement, OneAM hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(f)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. OneAM shall provide Customer with the necessary passwords and network links or connections to allow Customer to access the Services.
b) Documentation License. Subject to the terms and conditions contained in this Agreement, OneAM hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(f)) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
c) Use Restrictions. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) distribute, display, or otherwise make available any of the Services or Documentation (or any data, services, or materials based on or derived from the Services or Documentation) to any third party; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iii) remove any proprietary notices from the Services or Documentation; or (iv) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person, or that violates any applicable law.
d) Reservation of Rights. OneAM reserves all rights not expressly granted to Customer in this agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other rights, title, or interest in or to the OneAM IP.
e) Suspension. Notwithstanding anything to the contrary in this Agreement, OneAM may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) OneAM reasonably believes that: (A) Customer is misusing any OneAM IP; (B) Customer’s or any Authorized User’s use of the OneAM IP disrupts or poses a security risk to the OneAM IP or to any other Customer or vendor of OneAM; (C) Customer, or any Authorized User, is using the OneAM IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) OneAM’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (ii) any vendor of OneAM has suspended or terminated OneAM’s access to or use of any data, services or products required to provide the Services to Customer (any such suspension described in subclause (i) or (ii), a “Service Suspension”). OneAM shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. OneAM shall use commercially reasonable efforts to resume providing access to the Services after the event giving rise to the Service Suspension is cured. OneAM will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
f) Usage Data. Notwithstanding anything to the contrary in this Agreement, OneAM may monitor Customer’s use of the Services and collect and compile Usage Data. As between OneAM and Customer, all rights, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by OneAM. Customer agrees that OneAM may (i) make aggregated statistics based on Usage Data publicly available in compliance with applicable law, and (ii) use Usage Data to the extent and in the manner permitted under applicable law.
g) Consent to Electronic Signature and Communications. You agree that submitting your application for a OneAM account and indicating your agreement to the terms of this Agreement electronically during the application process constitutes your electronic signature to this Agreement. You also agree that your electronic consent has and will have the same legal effect as a physical signature. By agreeing to the terms of the Agreement, you consent to us providing Notices (as defined in Section 12(b)) and account statements to you electronically, and understand that this consent has the same legal effect as a physical signature.
h) Usage Limitations. OneAM reserves the right to throttle or otherwise limit Customer’s and its Authorized Users’ use of the Services without notice, including by imposing limits on the number of API calls.
Customer Responsibilities
a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
b) Third-Party Products. OneAM may from time to time make products offered by third parties (the “Third Party Products”) available to Customers. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. If Customer does not agree to abide by the applicable terms for any such third-Party Products, then Customer must not install or use such Third-Party products.
c) Dwolla Account. In order to use the payment functionality of the Services, Customer must open a “Dwolla Account” provided by Dwolla, Inc. and Customer must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through Customer’s Dwolla Account are held or transferred by Dwolla’s financial institution partners. You must be at least 18 years old to create a Dwolla Account. Customer authorizes Us to collect and share with Dwolla the personal information of Customer’s personnel, including full name, email address and financial information, and Customer is responsible for the accuracy and completeness of that data. Customer understands that Customer will access and manage Customer’s Dwolla Account through the Services, and Dwolla account notifications will be sent by Us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at support@oneam.us.
Service Availability
ONEAM MAKES NO REPRESENTATION, WARRANTY, OR COVENANT REGARDING THE AVAILABILITY OF THE SERVICES.
Privacy Policy
OneAM’s use of data collected from or regarding Customer is subject to its Privacy Policy, located at https://www.oneam.ai/privacy-policy to the extent applicable.
Intellectual Property Ownership; Feedback
a) OneAM IP. Customer acknowledges that, as between Customer and OneAM, OneAM owns all right, title, and interest, including all intellectual property rights, in and to the OneAM IP and, with respect to Third-Party Products, either OneAM or the applicable third-party providers own all rights, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
b) Feedback. If Customer or any of its Authorized Users sends or transmits any communications or materials to OneAM by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services or any new services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), Customer hereby grants OneAM a worldwide, perpetual, irrevocable, and fully-paid up right and license use such Feedback in any manner, without acknowledgement or compensation.
Warranty Disclaimer
THE SERVICES AND THE ONEAM IP ARE PROVIDED “AS IS” AND ONEAM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ONEAM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ONEAM MAKES NO WARRANTY OF ANY KIND THAT THE ONEAM IP, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Indemnification
Customer shall indemnify, hold harmless, and, at OneAM’s option, defend OneAM from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) arising from Customer’s or any Authorized User’s (i) use of the Services in a manner not authorized by this Agreement; (ii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by OneAM or authorized by OneAM in writing; or (iii) modifications to the Services not made by OneAM, provided that Customer may not settle any Third-Party Claim against OneAM unless OneAM consents to such settlement, and further provided that OneAM will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Limitations of Liability
IN NO EVENT WILL ONEAM BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;(c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ONEAM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ONEAM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ONEAM UNDER THIS AGREEMENT IN THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.
Term and Termination
a) Termination. This Agreement can be terminated by OneAM at any time upon prior written notice to Customer. In addition, this Agreement shall automatically terminate upon closing Customer’s OneAM account on the Services. The period during which the agreement is effective is referred to herein as the “Term”.
b) Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the OneAM IP and the Services and, Customer shall delete, destroy, or return all copies of the OneAM IP and, upon request, certify in writing to OneAM that the OneAM IP has been deleted or destroyed.
c) Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation indemnities, warranty disclaimers, and limitations of liability.
Dispute Resolution
Any and all claims arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Federal and State courts in New York County, New York. The Parties hereby covenant to bring any such claim exclusively in those courts, consent to their jurisdiction, and waive all objections thereto. THE PARTIES HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY.
Miscellaneous
a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties; provided, however, that in the event of any conflict between this Agreement and any other written agreement that has been signed by both Parties (including without limitation any agreement pertaining to the purchase or sale of obligations such as receivables or economic interests therein), the other agreement will control. In the event of any inconsistency between the statements made in this Agreement and any terms of Third Party Products, the following order of precedence governs: (i) first, this Agreement, (ii) second, the terms of the Third Party Product.
b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and delivered by email. Customer shall send Notices for OneAM to support@oneam.u. OneAM shall send Notices for Customer to the email address for Customer associated with Customer’s account profile on the Services.
c) Force Majeure. In no event shall OneAM be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond OneAM’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of a law or any action taken by a governmental or public authority, including imposing an embargo.
d) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
e) Governing Law. This Agreement is governed by and will be construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York.
f) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of OneAM. OneAM may assign its rights upon written notice to Customer. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
h) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.