Terms of service

Effective October 1, 2024

Hello!

Thank you for your interest in oneone AI, Inc. (“oneone AI,” “we,” or “us”) and our oneone AI Leadership Assistant tool, along with our website at oneone.live, our related networks, applications, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and oneone AI regarding your use of the Service. As used herein, “you” or “your” means any entity, university, organization, or company accessing or using the Service (“Organization”) as well as any individual end user accessing and using the Service, as applicable and hereby agreeing to these Terms.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING oneone AI’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND oneone AI’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY oneone AI AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 19, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND oneone AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 19.)

You must be at least 13 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an Organization, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

1. oneone AI Service Overview

The Service enables users to transform recorded voice conversations into transcribed notes that can be searched, shared, and analyzed. You may choose whether to use the free version of the Service (“Free Service”) or the subscription-based paid version of the Service for which you may be required to pay fees (the “Paid Service”).

2. Eligibility

3. Accounts and Registration

3.1 General

To access most features of the Service, you must register for an account. When you register, you may be required to provide us with some information about yourself, such as your name, email address, phone number, or other contact information. For Workspace, Business, or Enterprise accounts, if you wish to designate individual users to access and use the Service under your account (such users, “Authorized Users”), you may also be required to provide us with some information about such Authorized Users. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times, and that you have all necessary rights and approvals to provide such information. When you register, you will be asked to provide a password. You are responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at vitalii@oneone.live.

3.2 Authorized Users

• You are responsible for: (i) identifying and authenticating all of your Authorized Users, (ii) approving access by your Authorized Users to the Service and designating appropriate access controls in connection with your account, (iii) controlling against unauthorized access by your Authorized Users, and (iv) all activities that occur under your Authorized Users’ usernames, passwords, or accounts as a result of their access and use of the Service.

• If you received your credentials to access and use the Service from your Organization or are accessing the Service under your Organization’s account, you acknowledge that your access to the Service is subject to the agreement between oneone AI and your Organization. Your Organization may terminate your access to the Service at any time, and oneone AI will have no liability in connection with such termination.

• If the domain of the email address associated with your account is owned by an Organization and was assigned to you as an employee, contractor, or member of the Organization (e.g., yourname@yourorganization.com), you acknowledge and agree that we may identify your account to the Organization, migrate your account to the Organization’s account, and/or restrict or terminate access to your account. oneone AI will have no liability to you in connection with any such disclosure, restriction, or termination.

• When you join a oneone AI Workspace, Business, or Enterprise account, or convert an individual account into such an account:

• Use the account in compliance with your Organization’s terms and policies.

• Acknowledge that all the data under your account is owned by the Workspace or Organization, and the administrators have the right to access, disclose, restrict, and remove information in your account, including data predating your joining the Workspace or Organization.

4. General Payment Terms

Certain features of the Service may require you to pay fees. Before paying any fees, you will have the opportunity to review and accept the fees that will be charged. All fees are in U.S. Dollars and are non-refundable.

4.1 Price

oneone AI reserves the right to determine pricing for the Service. oneone AI will make reasonable efforts to keep pricing information published on the website up to date. Check our website periodically for current pricing. oneone AI may change the fees for any feature of the Service, including additional fees or charges, and will give advance notice before changes apply. oneone AI may make promotional offers with different features and pricing, which unless made to you, will not apply to your offer or these Terms.

4.2 Authorization

You authorize oneone AI and its third-party payment processors to charge all sums for the orders that you make and any level of Service you select, including all applicable taxes, to the payment method specified in your account. If paying with a credit card, oneone AI or its processors may seek pre-authorization of your credit card account prior to your purchase.

4.3 Subscription Service

• General: The Service may include automatically recurring payments for periodic charges (“Subscription Service”). By activating a Subscription Service, you authorize oneone AI or its payment processors to periodically charge all accrued sums until cancellation. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. Your account will be charged automatically on the Subscription Billing Date for the next subscription period (monthly or yearly). You must cancel your subscription before it renews to avoid billing for the next period.

• You may cancel your subscription in the settings page for your account or by contacting us at vitalii@oneone.live.

4.4 Delinquent Accounts

oneone AI may suspend or terminate access to the Service, including fee-based portions, for any account with unpaid sums. This includes accounts provided via an Organization with unpaid dues.

5. Licenses

5.1 Limited License

Subject to your compliance with these Terms, oneone AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use one object code copy of any mobile application associated with the Service on a mobile device you own or control; and access and use the Service for personal, non-commercial use.

5.2 License Restrictions

You may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) interfere with or circumvent any feature of the Service; or (d) access or use the Service in violation of any usage restrictions associated with your level of Service.

5.3 Feedback

If you provide input and suggestions for the Service (“Feedback”), you grant oneone AI an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback to improve the Service.

Please ensure that specific terms, company details, and conditions are accurately tailored to oneone AI, Inc., and consider having legal counsel review for compliance with applicable regulations and appropriate coverage for your services.

6. Ownership; Proprietary Rights

The Service is owned and operated by oneone AI. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (collectively, “Materials”) provided by oneone AI are protected by intellectual property and other laws. All Materials included in the Service are the property of oneone AI or its third-party licensors. Except as expressly authorized by oneone AI, you may not make use of the Materials. oneone AI reserves all rights to the Materials not granted expressly in these Terms.

7. Government Rights

oneone AI provides the Service, including any related software, data, and technology, for ultimate government end use solely in accordance with the following: The government hereby agrees that the Service qualifies as “commercial” computer software. Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software), and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these Terms, it must negotiate with oneone AI to determine if acceptable terms can be reached, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

8. Third-Party Terms

8.1 Third-Party Services and Linked Websites

The Service may provide tools that enable you to export information, including user content, to third-party services (e.g., social media or other external services) or through links to third-party websites. oneone AI is not responsible for any third-party service’s use of your exported information or the content on linked websites. The use of these third-party services is subject to their respective terms and policies, not oneone AI’s.

9. User Content

9.1 User Content Generally

Certain features of the Service may permit users to upload content, including voice recordings, text, images, or other types of data (“User Content”). You retain any rights you may hold in the User Content that you post or upload through the Service. You grant oneone AI the necessary permissions to process User Content in connection with providing the Service.

9.2 Voice Recordings

The Service may allow you to record conversations. The laws regarding notice and consent for such recordings vary by jurisdiction. You are solely responsible for ensuring compliance with applicable laws regarding any recordings, including obtaining required consents.

9.3 Limited License Grant to oneone AI

By providing User Content to the Service, you grant oneone AI a worldwide, non-exclusive, royalty-free, fully paid right and license to host, store, transfer, display, perform, reproduce, modify, process, and distribute your User Content for the purpose of operating the Service.

9.4 License Grant to Users

By providing User Content to the Service to be shared with other users, you grant those users a non-exclusive license to access and use that content as permitted by these Terms and the functionality of the Service.

9.5 User Content Disclaimer

oneone AI is under no obligation to edit or control User Content. You understand that you may be exposed to User Content that is offensive, inaccurate, or otherwise objectionable and agree to waive any legal or equitable rights against oneone AI with respect to such content.

10. Communications

10.1 Text Messaging

oneone AI and those acting on our behalf may send you SMS messages for purposes like account authentication or Service updates. Standard data and message rates may apply.

10.2 Push Notifications

If you use the oneone AI app, you agree to receive push notifications, which you can turn off in your device’s settings.

10.3 Email

We may send you emails regarding your account or Service updates. You may opt-out of promotional emails by following the unsubscribe instructions in the email.

11. Prohibited Conduct

By using the Service, you agree not to:

(a) Violate any laws or regulations;

(b) Use the Service for commercial purposes not authorized by these Terms;

(d) Harass or harm other users;

(e) Violate intellectual property rights;

(f) Interfere with the normal operation of the Service.

12. Digital Millennium Copyright Act (DMCA)

oneone AI complies with the DMCA provisions. If you believe that any material on the Service infringes your intellectual property rights, you may contact oneone AI’s Designated Agent as follows:

oneone AI, Inc.

ATTN: Legal Department (Copyright Notification)

Email: vitalii@oneone.live

13. Modification of these Terms

We may change these Terms on a going-forward basis. Please check the Terms periodically for updates. If changes materially modify your rights or obligations, you may be required to accept the modified Terms to continue using the Service.

14. Term, Termination, and Modification of the Service

14.1 Term

These Terms are effective when you accept them or first access the Service, ending when terminated as described below.

14.2 Termination

If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. oneone AI may terminate these Terms or suspend your access to the Service at any time for any reason.

14.3 Effect of Termination

Upon termination: (a) your rights to use the Service end, and (b) all payment obligations accrued prior to termination survive. You must cease all use of the Service immediately.

15. Indemnity

To the fullest extent permitted by law, you will defend and indemnify oneone AI from any third-party claims, damages, or expenses (including reasonable legal fees) related to: (a) your use of the Service; (b) violation of these Terms; or (c) any content you post or share through the Service.

16. Disclaimers; No Warranties

The Service is provided “as is” without warranties of any kind. oneone AI disclaims all warranties, whether express or implied, relating to the Service. You use the Service at your own risk.

17. Limitation of Liability

To the fullest extent permitted by law, oneone AI is not liable for any indirect, incidental, special, consequential, or punitive damages related to your use of the Service.

18. Privacy and Information Security

By using the Service, you acknowledge and agree to the practices described in our [Privacy Policy].

19. Dispute Resolution and Arbitration

19.1 Generally

Any disputes will be resolved by binding arbitration, except as specified below.

19.2 Exceptions

Certain disputes (e.g., small claims, intellectual property claims) may be resolved in court.

19.3 Arbitration Process

You agree to arbitrate disputes confidentially in Delaware, US.

20. Miscellaneous

20.1 General Terms

These Terms constitute the entire understanding between you and oneone AI. Any disputes will be governed by the laws of Delaware, US.

20.2 Contact Information

If you have questions or need support, contact us at vitalii@oneone.live.