OneFlow SaaS Terms of Service
Effective starting: February 1, 2020
Thanks for using OneFlow’s SaaS Products! These OneFlow SaaS Terms of Service (these “Terms”) describe your rights and responsibilities as a customer of our SaaS Products. As applicable to the specific SaaS Product, if you are being invited or added to a SaaS Product set up by a OneFlow customer, the User Notice governs your access and use of the SaaS Product (and not these Terms). These Terms are between you and Empyra.com, Inc. that owns or operates the OneFlow SaaS Products. OneFlow SaaS Products are owned by Empyra and reference to OneFlow may be a reference to Empyra.com Inc. based on the context. “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you. PLEASE NOTE THAT IF YOU SIGN UP FOR A SAAS PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.
These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access a SaaS Product, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for a SaaS Product, create a SaaS Product account, or place an Order. For No-Charge Products, you also indicate your assent to these Terms by accessing or using the applicable No-Charge Product.
1. What these Terms cover.
1.2. Product-Specific Terms. Some SaaS Products may be subject to additional terms specific to that product as set forth in the Product-Specific Terms. By accessing or using a product or add-on covered by the Product-Specific Terms, you also agree to the Product-Specific Terms.
2. How SaaS Products are administered.
2.1. Administrators. Through the SaaS Products, you may be able to specify certain End Users as Administrators, who will have important rights and controls over your use of SaaS Products and End User Accounts. This may include making Orders for SaaS Products or enabling Apps (which may incur fees); creating, de-provisioning, monitoring or modifying End User Accounts, and setting End User usage permissions; and managing access to Your Data by End Users or others. Administrators may also take over management of accounts previously registered using an email address belonging to your domain (which become “managed accounts”, as described in our Documentation). Without limiting Section 2.4 (Responsibility for End Users), which fully applies to Administrators, you are responsible for whom you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the SaaS Products for you.
2.2. Reseller as Administrator. If you order SaaS Products through a Reseller, then you are responsible for determining whether the Reseller may serve as an Administrator and for any related rights or obligations in your applicable agreement with the Reseller. As between you and OneFlow, you are solely responsible for any access by Reseller to your accounts or your other End User Accounts.
2.4. Responsibility for End Users. Our SaaS Products have various user onboarding flows. Some SaaS Products require users to be designated by Administrators; some allow users to sign up for individual accounts which can become associated with teams or organizations at a later time; and some may allow users to invite other users. You are responsible for understanding the settings and controls for each SaaS Product you use and for controlling whom you allow to become an End User. If payment is required for End Users to use or access a SaaS Product, then we are only required to provide the SaaS Products to those End Users for whom you have paid the applicable fees, and only such End Users are permitted to access and use the SaaS Products. Some SaaS Products may allow you to designate different types of End Users (for example, OneFlow distinguishes between “staff”, “recruiters” and “students”), in which case pricing and functionality may vary according to the type of End User. You are responsible for compliance with these Terms by all End Users, including for any payment obligations. Please note that you are responsible for the activities of all your End Users, including Orders they may place and how End Users use Your Data, even if those End Users are not from your organization or domain. We may display our User Notice to End Users at sign up, account creation, SaaS Product registration, or in-product. If you use single sign-on (SSO) for identity management of your SaaS Product(s) such that End Users will bypass these screens and our User Notice you are responsible for displaying our User Notice to End Users and for any damages resulting from your failure to do so.
2.5. Credentials. You must require that all End Users keep their user IDs and passwords for the SaaS Products strictly confidential and do not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using End User Accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware.
2.6. Age Requirement for End Users. The SaaS Products are not intended for, and should not be used by, anyone under the age of 16. You are responsible for ensuring that all End Users are at least 16 years old.
2.7. Domain Name Ownership. Where you are required to specify a domain for the operation of a SaaS Product or certain SaaS Product features, we may verify that you own or control that domain. If you do not own or control the domain you specify, then we will have no obligation to provide you with the SaaS Product or SaaS Product features.
3. What's included in your SaaS Product subscriptions; what are the restrictions.
3.1. Access to SaaS Products. Subject to these Terms and during the applicable Subscription Term, you may access and use the SaaS Products for your own business purposes or personal use, as applicable, all in accordance with these Terms, the applicable Order and the Documentation. This includes the right, as part of your authorized use of the SaaS Products, to download and use the client software associated with the SaaS Products. The rights granted to you in this Section 3.1 are non-exclusive, non-sublicensable and non-transferable.
3.2. Support. During the Subscription Term, we will provide Support for the SaaS Products in accordance with the Support Policy (to the extent applicable).
3.3. Restrictions. Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of the SaaS Products; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the SaaS Products to a third party; (c) use the SaaS Products for the benefit of any third party; (d) incorporate any SaaS Products into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the SaaS Products intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any SaaS Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any SaaS Product; (h) use the SaaS Products for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the SaaS Products; or (j) encourage or assist any third party to do any of the foregoing.
4. Our security and data privacy policies.
4.1. Security. We implement security procedures designed to help protect Your Data from security attacks.
4.4. Subpoenas. Nothing in these Terms prevents us from disclosing Your Data to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so.
5. Terms that apply to Your Data.
5.1. Using Your Data to provide SaaS Products to You. You retain all right, title and interest in and to Your Data in the form submitted to the SaaS Products. Subject to these Terms, and solely to the extent necessary to provide the SaaS Products to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display Your Data. Solely to the extent that reformatting Your Data for display in a SaaS Product constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. We may also access your accounts, End User Accounts, and your SaaS Products with End User permission in order to respond to your support requests.
5.2. Your Data Compliance Obligations. You and your use of SaaS Products (including use by your End Users) must comply at all times with these Terms, the Acceptable Use Policy and all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to the SaaS Products and to grant the rights granted to us in these Terms and (ii) Your Data and its submission and use as you authorize in these Terms will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing Your Data. Other than our express obligations under Section 4 (Our security and data privacy policies), we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the SaaS Products.
5.3. No Sensitive Data. You will not submit to the SaaS Products (or use the SaaS Products to collect) any Sensitive Data. You also acknowledge that we are not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA). The SaaS Products are neither HIPAA nor PCI DSS compliant. Notwithstanding any other provision to the contrary, we have no liability under these Terms for Sensitive Data.
5.4. Your Indemnity. You will defend, indemnify and hold harmless us (and our Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to (i) your breach of Section 2.3 (End User Consent) or any claims or disputes brought by your End Users arising out of their use of SaaS Products, (ii) your breach (or alleged breach) of Sections 5.2 (Your Data Compliance Obligations) or 5.3 (No Sensitive Data); or (iii) Your Materials. This indemnification obligation is subject to you receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim and (c) all reasonable necessary cooperation by us at your expense.
5.5. Removals and Suspension. We have no obligation to monitor any content uploaded to the SaaS Products. Nonetheless, if we deem such action necessary based on your violation of these Terms, including Our Policies, or in response to takedown requests that we receive following our guidelines for Reporting Copyright and Trademark Violations, we may (1) remove Your Data from the SaaS Products or (2) suspend your access to the SaaS Products. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the SaaS Product or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any SaaS Products as described in this Section 5.5.
6. Using third-party products with the SaaS Products.
6.1. Third-Party Products. You (including your End Users) may choose to use or procure other third party products or services in connection with the SaaS Products, including Third Party Apps or implementation, customization, training or other services. Your receipt or use of any third party products or services (and the third parties’ use of any of Your Data) is subject to a separate agreement between you and the third party provider. If you enable or use third party products or services with the SaaS Products (including Third Party Apps), we will allow the third party providers to access or use Your Data as required for the interoperation of their products and services with the SaaS Products. This may include transmitting, transferring, modifying or deleting Your Data, or storing Your Data on systems belonging to the third party providers or other third parties. Any third party provider’s use of Your Data is subject to the applicable agreement between you and such third party provider. We are not responsible for any access to or use of Your Data by third party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. You are solely responsible for your decision to permit any third party provider or third party product or service to use Your Data. It is your responsibility to carefully review the agreement between you and the third party provider, as provided by the applicable third party provider. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.
8. Additional Services.
8.1. Additional Services. Subject to these Terms, you may purchase Additional Services that we will provide to you pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by us.
8.2. Our Deliverables. We will retain all right, title and interest in and to Our Deliverables. You may use any of Our Deliverables provided to you only in connection with the SaaS Products, subject to the same usage rights and restrictions as for the SaaS Products. For clarity, Our Deliverables are not considered SaaS Products, and any SaaS Products are not considered to be Our Deliverables.
8.3. Your Materials. You agree to provide us with reasonable access to Your Materials as reasonably necessary for our provision of Additional Services. If you do not provide us with timely access to Your Materials, our performance of Additional Services will be excused until you do so. You retain your rights in Your Materials, subject to our ownership of any SaaS Products, any of Our Deliverables or any of Our Technology underlying Your Materials. We will use Your Materials solely for purposes of performing the Additional Services. You represent and warrant that you have all necessary rights in Your Materials to provide them to us for such purposes.
8.4. Training Not Covered. Your purchase, and our provision, of Training is subject to our Training Terms and Policies, which is a separate agreement.
9. Billing, renewals, and payment.
9.1. Monthly and Annual Plans. Except for No-Charge Products, all SaaS Products are offered either on a monthly subscription basis or an annual subscription basis unless contracted otherwise.
9.2. Renewals. Except as otherwise specified in your Order, unless either party cancels your subscription at least 30 days prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the SaaS Products or contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable SaaS Product continuing to be offered and will be charged at the then-current rates.
9.3. Adding Users. You may add users, increase storage limits, or otherwise increase your use of SaaS Products by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.
9.4. Payment. You will pay all fees in accordance with each Order, by the due dates specified in the Order. If a PO number is required in order for an invoice to be paid, then you must provide such PO number to OneFlow by emailing the PO number to accountsreceivable@OneFlow.com. For Additional Services provided at any non-Empyra location, unless otherwise specified in your Order, you will reimburse us for our pre-approved travel, lodging and meal expenses, which we may charge as incurred. Other than as expressly set forth in Section 10 (Our return policy), 18.3 (Warranty Remedy), Section 20 (IP Indemnification) or Section 24 (Changes to these Terms), all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
9.5. Delivery. We will deliver the login instructions for SaaS Products to your account or through other reasonable means no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your Order has been processed. All deliveries under these Terms will be electronic.
10. Our return policy. As part of our commitment to customer satisfaction and without limiting the Performance Warranty in Section 18 (Warranties and Disclaimer), you may terminate your initial Order of a SaaS Product under these Terms, for no reason or any reason, by providing notice of termination to us no later than thirty (30) days after the Order date for such SaaS Product. In the event you terminate your initial Order under this Section 10, at your request (which may be made through your account with us), we will refund you the amount paid under such Order. This termination and refund right applies only to your initial Order of the SaaS Product and only if you exercise your termination right within the period specified above and does not apply to Additional Services. You understand that we may change this practice in the future in accordance with Section 24 (Changes to these Terms).
11. Taxes not included.
11.1. Taxes. Your fees under these Terms exclude any taxes or duties payable in respect of the SaaS Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.
11.2. Withholding Taxes. You will pay all fees net of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will provide you with reasonable documentary proof. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.
12. If you purchased through a Reseller. If you make any purchases through an authorized partner or reseller of OneFlow (“Reseller”):
(a) Instead of paying us, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. We may suspend or terminate your rights to use SaaS Products if we do not receive the corresponding payment from the Reseller.
(b) Your order details (e.g., the SaaS Products you are entitled to use, the number of End Users, the Subscription Term, etc.) will be as stated in the Order placed with us by the Reseller on your behalf, and Reseller is responsible for the accuracy of any such Order as communicated to us.
(c) If you are entitled to a refund under these Terms, then unless we otherwise specify, we will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to you.
(d) Resellers are not authorized to modify these Terms or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set forth in these Terms.
13. No contingencies on other products or future functionality. You acknowledge that the SaaS Products and Additional Services referenced in an Order are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of SaaS Products and Additional Services are separate and not contingent on each other, even if listed on the same Order). You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any SaaS Products beyond the current Subscription Term), or dependent on any oral or written public comments we make regarding future functionality or features.
14. Evaluations, trials, and betas. We may offer certain SaaS Products (including some OneFlow Add-ons) to you at no charge, including free accounts, trial use and Beta Versions as defined below (collectively, “No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted during the Subscription Term we designate (or, if not designated, until terminated in accordance with these Terms). Except as otherwise set forth in this Section 14, the terms and conditions of these Terms governing SaaS Products, including Section 3.3 (Restrictions), fully apply to No-Charge Products. We may modify or terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta SaaS Products, and any pre-release and beta features within generally available SaaS Products, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available SaaS Products. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 14. All information regarding the characteristics, features or performance of any No-Charge Products (including Beta Versions) constitutes our Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support, warranty and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS WILL BE US$10.
15. IP Rights in the SaaS Products and Feedback. SaaS Products are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to Our Technology (including the SaaS Products). From time to time, you may choose to submit Feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
16. Confidentiality. Except as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Technology and any performance information relating to the SaaS Products will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 16 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 16. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
17. Term and Termination.
17.1. Term. These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.
17.2. Termination for Cause. Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
17.3. Termination for Convenience. You may choose to stop using the SaaS Products and terminate these Terms (including all Orders) at any time for any reason upon written notice to us, but, unless you are exercising your right to terminate early pursuant to Section 10 (Our return policy), upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
17.4. Effects of Termination. Upon any expiration or termination of these Terms, you must cease using all SaaS Products and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term), so you should make sure to export Your Data using the functionality of the SaaS Products during the applicable Subscription Term. If you terminate these Terms in accordance with Section 17.2 (Termination for Cause), we will refund you any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If we terminate these Terms in accordance with Section 17.2 (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
17.5. Survival. The following provisions will survive any termination or expiration of these Terms: Sections 3.3 (Restrictions), 5.4 (Your Indemnity), 6.1 (Third-Party Products), 9.4 (Payment), 11 (Taxes not included), 14 (Evaluations, trials, and betas) (disclaimers and use restrictions only), 15 (IP Rights in the SaaS Products and Feedback), 16 (Confidentiality), 17 (Term and Termination), 18.4 (Warranty Disclaimer), 19 (Limitations of Liability), 20 (IP Indemnification) (but solely with respect to claims arising from your use of SaaS Products during the Subscription Term), 22 (Dispute Resolution) and 26 (General Provisions).
18 Warranties and Disclaimer.
18.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.
18.2. Our Warranties. We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the SaaS Products (but we are not responsible for harmful materials submitted by you or End Users) (the “Performance Warranty”).
18.3. Warranty Remedy. We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, you will receive a refund of any fees you have pre-paid for use of the SaaS Product for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment or (iii) to No-Charge Products. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 18.
18.4. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 18, ALL SAAS PRODUCTS, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE SAAS PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE SAAS PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
19. Limitation of Liability.
19.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
19.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
19.3. Excluded Claims. “Excluded Claims” means (1) amounts owed by you under any Orders, (2) either party’s express indemnification obligations in these Terms, and (3) your breach of Section 3.3 (Restrictions) or of Section 2 (Combining the Products with Open Source Software) of Third Party Code in OneFlow Products.
19.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 19 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
20. IP Indemnification. THIS SECTION 20 (IP INDEMNIFICATION) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SAAS PRODUCT OR OTHER ITEMS WE PROVIDE UNDER THESE TERMS.
21. Publicity Rights. We may identify you as a OneFlow customer in our promotional materials. We will promptly stop doing so upon your request sent to sales@OneFlow.com.
22. Dispute Resolution.
22.1. Informal Resolution. In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms pursuant to Section 22.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 22.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
22.2. Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the applicable laws of the State of Ohio, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Youngstown, OH, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Youngstown, OH, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
22.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 22.1 (Informal Resolution) and 22.2 (Governing Law; Jurisdiction), nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
22.4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted.
23. Export Restrictions. The SaaS Products are subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your access to, use of, and download of the SaaS Products (or any part thereof). You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the SaaS Products or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country and (ii) none of Your Data is controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the SaaS Products for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.
24. Changes to these Terms. We may modify the terms and conditions of these Terms (including Our Policies) from time to time, with notice to you in accordance with Section 26.1 (Notices) or by posting the modified Terms on our website. Together with notice, we will specify the effective date of the modifications.
24.1. No-Charge Products. You must accept the modifications to continue using the No-Charge Products. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Products.
24.2. Paid Subscriptions. Except as otherwise indicated below, modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 9.2 (Renewals). Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws, or as necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund you any fees you have pre-paid for use of the affected SaaS Products for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of these Terms in effect at the time of the Order.
24.3. Our Policies. We may modify Our Policies to take effect during your then-current Subscription Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.
25. Changes to the SaaS Products. You acknowledge that the SaaS Products are on-line, subscription-based products, and that in order to provide improved customer experience we may make changes to the SaaS Products, and we may update the applicable Documentation accordingly. Subject to our obligation to provide SaaS Products and Additional Services under existing Orders, we can discontinue any SaaS Products, any Additional Services, or any portion or feature of any SaaS Products for any reason at any time without liability to you.
26. General Provisions.
26.1. Notices. Any notice under these Terms must be given in writing. We may provide notice to you through your Notification Email Address, your account or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to us by post t OneFlow, c/o Empyra.com, Inc, Inc., 8801 Royal Ridge Parkway, Suite 160, Irving, TX, USA 75063, Attn: General Counsel. Your notices to us will be deemed given upon receipt.
26.2. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
26.3. Assignment. You may not assign or transfer these Terms without our prior written consent. As an exception to the foregoing, you may assign these Terms in their entirety (including all Orders) to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms. Any attempt by you to transfer or assign these Terms except as expressly authorized above will be null and void. We may assign our rights and obligations under these Terms (in whole or in part) without your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under these Terms, in which case we will remain responsible for their compliance with these Terms. Subject to the foregoing, these Terms will inure to the parties’ permitted successors and assigns.
26.4. Government End Users. Any United States federal, state, or local government customers are subject to the Government Amendment in addition to these Terms.
26.5. Entire Agreement. These Terms are the entire agreement between you and us relating to the SaaS Products and any other subject matter covered by these Terms, and supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to the SaaS Products or any other subject matter covered by these Terms. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.
26.6. Conflicts. In event of any conflict between the main body of these Terms and either Our Policies or Product-Specific Terms, Our Policies or Product-Specific Terms (as applicable) will control with respect to their subject matter.
26.7. Waivers; Modifications. No failure or delay by the injured party to these Terms in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 24 (Changes to these Terms), any amendments or modifications to these Terms must be executed in writing by an authorized representative of each party.
26.8. Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of these Terms is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
26.9. Independent Contractors. The parties are independent contractors. These Terms will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.
27. Definitions. Certain capitalized terms are defined in this Section 27, and others are defined contextually in these Terms.
“Additional Services” means Technical Account Manager (TAM) services, premier or priority support or other services related to the SaaS Products we provide to you, as identified in an Order. For the avoidance of doubt, Additional Services do not include the standard level of support included in your subscription.
“Administrators” mean the personnel designated by you or your organization who administers the SaaS Products to End Users on your behalf.
“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
“SaaS Products” means our hosted or SaaS-based solutions (currently designated as “SaaS” deployments), including any client software we provide as part of the SaaS Products.
“Documentation” means our standard published documentation for the SaaS Products, provided to subscribed customers.
“End User” means an individual you or an Affiliate permits or invites to use the SaaS Products. For the avoidance of doubt: (a) individuals invited by your End Users, (b) individuals under managed accounts, and (c) individuals interacting with a SaaS Product as your customer are also considered End Users.
“End User Account” means an account established by you or an End User to enable the End User to use or access a SaaS Product.
“Feedback” means comments, questions, ideas, suggestions or other feedback relating to the SaaS Products, Support or Additional Services.
“HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented.
“Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.
“Notification Email Address” means the email address(es) you used to register for a SaaS Product account or otherwise sign up for a SaaS Product. It is your responsibility to keep your email address(es) valid and current so that we are able to send notices, statements, and other information to you.
“Order” means OneFlow’s applicable online order page(s), flows, in-product screens or other OneFlow-approved ordering document or process describing the products and services you are ordering from us and, as applicable, their permitted scope of use. As applicable, the Order will identify: (i) the SaaS Products, (ii) the number of End Users, Subscription Term, domain(s) associated with your use of SaaS Products, storage capacity or limits, or other scope of use parameters and (iii) (for paid Orders) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment. Orders may also include Additional Services and No-Charge Products.
“Our Deliverables” means any materials, deliverables, modifications, derivative works or developments that we provide in connection with any Additional Services.
“Our Technology” means the SaaS Products (including all No-Charge Products), Our Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.
“PCI DSS” means the Payment Card Industry Data Security Standards.
“PO” means a purchase order.
“Product-Specific Terms” means additional terms that apply to certain SaaS Products and Additional Services.
“Sensitive Data” means any (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical or other protected health information regulated by HIPAA; (iii) credit, debit or other payment card data subject to PCI DSS; (iv) other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.
“Subscription Term” means your permitted subscription period for a SaaS Product, as set forth in the applicable Order.
“Support” means support for the SaaS Products, as further described in the Support Policy. Your Support level will be specified in the applicable Order.
“Training” means OneFlow-provided training and certification services.
“Your Data” means any data, content, code, video, images or other materials of any type that you (including any of your End Users) submit to SaaS Products. In this context, “submit” (and any similar term) includes submitting, uploading, transmitting or otherwise making available Your Data to or through the SaaS Products.
“Your Materials” means your materials, systems, personnel or other resources.
Effective starting: February 1, 2020
Training Terms and Policies
Effective starting: March 21, 2020
From time to time, we may modify these Terms. Unless we specify otherwise, changes become effective upon our posting of the updated Terms, and the updated Terms will apply to all purchases made after they are posted. We will use reasonable efforts to notify you of the changes through communications via the Service, email or other means.
1. THE SERVICE.
1.2. Materials. Courses may include supplementary materials that you may download or otherwise access online, including Course descriptions, toolkits, and other written materials designed to supplement your training (“Materials”). If any Materials are provided with the Courses you have purchased, then subject to these Terms, OneFlow hereby grants you a non-transferable, non-sublicensable, non-exclusive license to copy and use the Materials solely for your personal, non-commercial, educational use in connection with the applicable Courses.
1.3. General Restrictions. You will not (and will not permit any third party to): (a) rent, lease, sell, provide access to or sublicense the Service to a third party; (b) use the Service to provide any product or service to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service; (d) copy or modify the Service, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Service; or (f) publicly disseminate information regarding the performance of the Service.
2. Courses. Information on the different types of Courses will be provided on https://docs.myOneFlow.com
3. OWNERSHIP AND USER CONTENT.
3.1. Ownership of the Service. You agree that we or our suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service. Except as expressly set forth in these Terms, no rights in the Service are granted to you.
3.2. Feedback. We look forward to receiving your comments, requests and other feedback regarding the Service and you agree that we are free to incorporate and use your feedback without restriction of any kind, including in our promotional materials, in a manner that is attributable back to you.
3.3. User Content. The Service may enable you to share your content, such as projects, assignments, and the like (“User Content”), with us, instructors, and/or other users. For the avoidance of doubt, any User Content does not constitute “Materials” for the purposes of these Terms. You retain all intellectual property rights in, and are responsible for, the User Content you share. Your use of the Service and all User Content must comply with our Acceptable Use Policy at all times. To the extent that you provide User Content, you grant us a royalty-free, perpetual, sublicensable, transferable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works of, publicly perform, publicly display, and otherwise use the User Content. We do not promise to store or make available on the Service any User Content for any length of time. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms.
3.4. No Confidential Information. You should not provide to us any information that you consider confidential (including in any feedback or User Content you provide) and you agree that we are not subject to any confidentiality obligations or use restrictions related to information or materials that you may provide to us in relation to the Service.
4. FEES & PAYMENT; REFUNDS.
4.1. Fees and Payment. Fees for Courses are as set forth on the Course Information Page. You are responsible for paying all fees for Courses you purchase as set forth in the applicable Order with a payment mechanism permitted during the Order process. You are required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on our income. If your payment method fails or your account is past due, we may collect fees using other collection mechanisms. Fees may vary based on your location and other factors, and we reserve the right to change any fees at any time at our sole discretion. Any fee change will be effective immediately upon posting through the Service.
4.2. Refunds. Our refund policies are set forth on the Information Page.
5. TERM AND TERMINATION.
5.1. Term and Terminations. These Terms are effective as of the earlier of (a) the date you first access or use the Service or (b) the date of your first Order and continue in effect while you are accessing the Courses. We may terminate these Terms and your access to the Service at any time upon notice to you if you breach these Terms.
5.2. Effect of Termination. Upon any expiration or termination of these Terms, you will immediately cease any and all use of and access to the Service. Provided these Terms were not terminated for your breach, you may retain copies of any Materials, so long as you do not copy, distribute or otherwise use them in violation of these Terms. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
5.3. Survival. The following Sections will survive any expiration or termination of these Terms: 1.3 (General Restrictions), 3 (Ownership and User Content), 4 (Fees & Payment; Refunds), 5 (Term and Termination), 6 (Warranty Disclaimer), 8 (Limitation of Remedies and Damages), 9 (Indemnity), 10 (Dispute Resolution) and 11 (General Terms).
6. WARRANTY DISCLAIMER. The service is provided “as is”. we and our suppliers do not make any warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or noninfringement. We do not warrant that your use of the service will be uninterrupted or error-free. We shall not be liable for delays, interruptions, website failures or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control. The courses are provided for guidance only, and we make no warranties as to its accuracy or reliability. The service is accessed and used at your own discretion and risk and we shall not be responsible for any damage caused to your computer or data or for any bugs, viruses, trojan horses or other destructive code resulting from access to or use of the service. You may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.
7. SUPPORT. If you have any support inquiries regarding the Service, please see our online support resources available at https://support.OneFlow.com/. For the avoidance of doubt, the Service does not include support services.
8. LIMITATION OF REMEDIES AND DAMAGES.
8.1. Consequential Damages Waiver. Except for claims arising from your breach of section 1.3 (general restrictions) or your indemnification obligations under section 9, neither party nor its suppliers shall have any liability arising out of or related to these terms for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance.
8.2. Liability Cap. Our and our suppliers’ entire liability to you arising out of or related to these terms shall not exceed the amount actually paid by you to us for the service during the prior twelve (12) months under these terms.
8.3. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
9. INDEMNITY. You will defend, indemnify, and hold us harmless from and against any claim by a third party arising from or related t (a) your use or attempted use of the Service in violation of these Terms, (b) your violation of any law or rights of any third party, or (c) any User Content, including without limitation any claim of infringement, misappropriation, or violation of any intellectual property, privacy, or other rights.
10. DISPUTE RESOLUTION.
10.1. Dispute Resolution; Arbitration. In the event of any controversy or claim arising out of or relating to these Terms, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, any unresolved controversy or claim arising out of or relating to these Terms shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in one of the following cities as mutually agreed between the parties: Sydney (Australia), Amsterdam (Netherlands) or San Francisco, CA (USA). If the parties are unable to agree to one of these cities, then the arbitration shall proceed in San Francisco, CA. All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.
10.2. Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the applicable laws of the State of California, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 10.1 (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Youngstown, OH, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Youngstown, OH, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, OneFlow may bring a claim for equitable relief in any court with proper jurisdiction.
10.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 10.1 (Dispute Resolution; Arbitration), nothing in these Terms shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
10.4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms regardless of when or where adopted.
11. GENERAL TERMS.
We may provide you with required or permitted notices via email or the Service, as determined by us in our discretion. Any notices you give to us under these Terms will be deemed given only when personally delivered, delivered by reputable international courier requiring signature for receipt, or three (3) business days after being deposited in the mail, first class, postage prepaid, in each case t OneFlow, c/o Empyra.com, Inc., 8081 Royal Ridge, Pkwy, Suite 160, Irving, TX 75063, Attn: General Counsel. The parties are independent contractors, and there is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. If a court having proper authority decides that any portion of these Terms is invalid, only the part that is invalid will not apply, and the rest of these Terms will still be in effect. If we waive any of our rights under these Terms in any particular instance, it does not mean that we are waiving our rights generally or in the future. Furthermore, just because we may not enforce all our rights all of the time, it does not mean that we are waiving our rights, as we may decide to enforce them at a later date. Except as set forth herein, all amendments to these Terms must be in writing and signed by both parties. These Terms are the entire agreement between the parties with respect to its subject matter and supersede any prior agreements relating to such subject matter. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction. We won’t be liable to you for any delay or failure to perform any obligation we have under these Terms if the delay or failure is due to events which are beyond our reasonable control, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency. We may use the services of subcontractors and permit them to exercise the rights granted to us in order to provide the Service under these Terms. From time to time, we may add, remove, or change the Courses we offer to you or otherwise modify the Service. We will use reasonable efforts to notify you of any addition or removal of Courses.
Third Party Code in OneFlow Products
Effective starting: November 1, 2018
This is a supplement to the OneFlow SaaS Terms of Service (each, the “Agreement”) and is included in the Agreement. Any capitalized terms used but not defined below have the meanings in the Agreement. The Software or SaaS Products (collectively, “Products”) contain code and libraries that we license from third parties. Some of these licenses require us to flow certain terms down to you.
1. Open Source Software in the Products. The Products include components subject to the terms and conditions of “open source” software licenses. To the extent applicable, we will identify open source software included in a Product in or through the Product itself. Some of these licenses require us to provide the open source software to you on the terms of the open source license instead of the terms of the Agreement. In that case, the terms of the open source license will apply, and you will have the rights granted in such licenses to the open source software itself, such as access to source code, right to make modifications, and right to reverse engineer. Notwithstanding the foregoing, if you are using the Products in the form provided to you, in accordance with your permitted scope of use, with no distribution of software to third parties, then none of these open source licenses impose any obligations on you beyond what is stated in the Agreement.
2. Combining the Products with Open Source Software. A requirement of some open source licenses, sometimes known as “copyleft licenses,” is that any modifications to the open source software, or combinations of the open source software with other software (such as by linking), must be made available in source code form under the terms of the copyleft license. Examples of copyleft licenses include the GPL or LGPL, Affero, CPL, CDDL, Eclipse or Mozilla licenses. To the extent you are separately authorized by OneFlow to combine and distribute Products with any other code, you must make sure that your use does not: (i) impose, or give the appearance of imposing, any condition or obligation on us with respect to our Products (including, without limitation, any obligation to distribute our Products under an open source license); or (ii) grant, or appear to grant, to any third party any rights to or immunities under our intellectual property or proprietary rights in our Products. To be clear, you may not combine or otherwise modify our Products unless we expressly give you the right to do so under the Agreement.
3. Commercial Third Party Code in the Products.
3.1 The Products also include components that we license commercially from third parties (“Commercial Components”). For the avoidance of doubt, all of the restrictions for the Products in the Agreement also apply to Commercial Components. Commercial Components are also subject to some additional requirements as set forth below.
3.2 You may use Commercial Components only in conjunction with, as part of, and through the Products as provided by OneFlow. You may not install, access, configure or use any Commercial Components (including any APIs, tools, databases or other aspects any Commercial Components) separately or independently of the rest of the Product, whether for production, technical support or any other purposes, or otherwise attempt to gain direct access to any portions of the Commercial Components, or permit anyone else (including your customers) to do any of these things.
Reporting Copyright and Trademark Violations
Effective starting: February 1, 2020
OneFlow respects the rights of copyright and trademark holders, as described in this policy. This policy is incorporated by reference into the OneFlow SaaS Terms of Service (the “Agreement”). Terms used in this policy shall have the same definitions as in the Agreement or our Acceptable Use Policy, as applicable, except where otherwise noted.
OneFlow does not allow copyright infringing activities on OneFlow’ s SaaS Products or websites (our “Services”). We will remove a party’s data or content from our Services if properly notified that such data or content infringes on another's copyright rights. OneFlow has a policy of terminating, in appropriate circumstances, the accounts of parties who repeatedly infringe copyright holders’ copyrights. You are a “repeat infringer” if, on more than two occasions, you have been notified of infringing activity or have had Your Data or content removed from our Services. OneFlow also reserves the right to terminate Your accounts suspected of infringing copyrights upon the first incident without further notice, at our sole discretion.
If you believe that any content in our Services violates your copyright, you should notify OneFlow's copyright agent in writing pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(3). The contact information for OneFlow's copyright agent is at the bottom of this section.
In order for OneFlow to take action, you must do the following in your notice:
(1) provide your physical or electronic signature;
(2) identify the copyrighted work that you believe is being infringed, or, if multiple copyrighted works are covered by the notice, a representative list of such works;
(3) identify the item that you think is infringing and which is to be removed or access to which is to be disabled, and include sufficient information about where the material is located (including which website) so that OneFlow can find it (such as the item’s URL);
(4) provide OneFlow with a way to contact you (such as address, telephone number, or email);
(5) provide a statement that you believe in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by Empyra; and
(6) provide a statement that the information you provide in your notice is
· accurate, and that
· under penalty of perjury, you are the copyright owner or are authorized to act on behalf of the copyright owner whose work is allegedly being infringed.
We will promptly notify the alleged infringer that you have claimed ownership of the rights in this content and that we have complied with your takedown notice for the content.
Here is the contact information for Empyra's copyright agent:
8801 Royal Ridge Parkway, Suite 160,
Irving TX 75063
Attn: Copyright Agent
Trademark owners should make an effort to directly contact an offending third party before submitting a trademark infringement report to Empyra.
If you are a trademark owner and you believe in good faith that any content on our Services or infringes on your trademark rights, please inform us in writing support@myOneFlow.com or at the notice address for OneFlow indicated in the Agreement. Your notice must include:
(1) Identification of the trademark(s) claimed to have been infringed, and, if registered with the United States Patent and Trademark Office or similar foreign entity, the registration number of the mark(s);
(2) Identification of the material claimed to be infringing and information sufficient to permit OneFlow to locate the material, such as the specific URL where the trademark appears on the Services;
(3) A statement that the complaining party has a good faith belief that use of the trademark in the manner complained of is an infringement of the rights granted under United States or foreign trademark law;
(4) A statement that the information in the letter is:
· accurate, and
· under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the allegedly infringed trademark; and
(5) A physical or electronic signature of a person authorized to act on behalf of the owner of the trademark that is allegedly infringed.
Once you submit the report to Empyra, our team will begin a brief investigation and will take action that it deems appropriate under the circumstances. If more information is needed from you, we will reach out via e-mail.
OneFlow reserves the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames. Accounts using business names or logos to mislead others may be permanently suspended.
But please note that OneFlow is not in a position to adjudicate complicated trademark disputes between third parties. Therefore, we are not in a position to act on reports that require a complex legal analysis or factual investigation. In those instances, we encourage you to contact the third party directly to try and resolve the matter. In fact, you should consider doing so even before filing a report with us, as it is often more effective in resolving the dispute.
If we decide to take down content in response your report, please note that we will provide your report and contact information to the affected party, who may contact you directly regarding the matter.
Effective starting: November 1, 2019
This Government Amendment (“Amendment”) modifies the SaaS Terms of Service (each the “Agreement”) and applies to United States federal, state, and local government customers (“Government”) only.
Government and us (together, the “Parties”) agree to modify the Agreement only to the extent required to accommodate any statutory restrictions or obligations that apply, without exception, to the Agreement. Accordingly, the Agreement is hereby modified as set forth below as it pertains to use by Government. We may update or modify this Amendment from time to time as set forth in the Agreement.
All capitalized terms not defined in this Amendment have the meanings given to them in the Agreement. Except as expressly set forth herein, all of the terms and conditions of the Agreement shall remain in full force and effect.
1. Commercial Items.
The Software and SaaS Products (together, “Products”), Documentation, and related services are commercial in nature and available in the open marketplace. The Products, Documentation, and related services are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, and all software is "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined at 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R. 227.7202, as applicable. All sales to Government shall be consistent with 48 C.F.R. §12.212, 48 C.F.R. §252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable. The Products, Documentation, and related services are licensed to Government with only those rights as granted to all other customers, according to the terms and conditions contained in the Agreement.
2. Government Purpose.
Government’s use of Products, Documentation, and related services under the Agreement as amended herein shall only be for a governmental purpose. Any private, personal, or non-governmental purposes shall result in the waiver of this Amendment and the terms and conditions of the Agreement shall apply without modification.
3. Indemnification, Liability, Statute of Limitations.
Any provisions in the Agreement imposing indemnification by Government are hereby waived and shall not apply except to the extent expressly authorized by applicable law. Liability for any breach of the Agreement as modified by this Amendment or any claim arising from the Agreement as modified by this Amendment, shall be determined under the Contract Disputes Act, the Federal Tort Claims Act, or other governing federal or state authority. Federal Statute of Limitations provisions or, if applicable, state statute of limitations, shall apply to any breach or claim. In the event of a dispute between the Parties, Government agrees that we shall have standing and direct privity of contract to bring a claim directly against Government in a court of competent jurisdiction or an agency board of contract appeals.
4. Governing Law.
Any terms regarding choice of law and venue in the Agreement are hereby waived. The Agreement and this Amendment shall be governed by, and interpreted and enforced in accordance with, the laws applicable to Government without reference to conflict of laws. The laws of the State of California will apply in the absence of applicable law.
5. Intellectual Property Ownership.
Except as expressly stated in the Agreement, no rights to any derivative works, inventions, products or product modifications, or documentation are conferred to Government or any other party. All such rights belong exclusively to us.
6. Publicity Rights.
We may identify Government as a customer in our promotional materials to the extent permitted by GSAR 552.203-71-RESTRICTION IN ADVERTISING. We will not suggest that Government endorses the Products but only that Government is our customer. Government may request that we stop doing so by submitting an email to the applicable address set forth in the Agreement. Please note that it may take us several days to process Government’s request.
7. Order of Precedence.
If there is any conflict between this Amendment and the Agreement, or between this Amendment and other terms, rules or policies on our website or related to our Products or related services, this Amendment shall prevail.
Effective starting: March 21, 2019
OneFlow SaaS subscription comes with basic support. After your software subscription period expires, you will no longer be able to access support or software. Renewing your software is done at your discretion and can be renewed in advance of your subscription period expiration to ensure uninterrupted access to the support services and software and security updates.
a. Support covers technical service requests for implementation and configuration assistance, upgrade assistance, post-implementation product issues using a Help Desk.
b. Support Requests related to licensing or OneFlow software can be initiated at https://support.myOneFlow.com
c. A technical service request is defined as assistance with one issue, problem, or question relating to the use or setup of OneFlow product, regardless of the number of communications required.
d. Online product documentation access will be provided to signed in customers.
OneFlow also offers premium support as an add-on. The terms and condition for premium support is specific to the customer.
Effective starting: February 1, 2020
What this policy covers
Your privacy is important to us, and so is being transparent about how we collect, use, and share information about you. This policy is intended to help you understand:
· What information we collect about you
· How we use information we collect
· How we share information we collect
· How we store and secure information we collect
· How to access and control your information
· How we transfer information we collect internationally
· Other important privacy information
This policy also explains your choices about how we use information about you. Your choices include how you can object to certain uses of information about you and how you can access and update certain information about you. If you do not agree with this policy, do not access or use our Services or interact with any other aspect of our business.
Where we provide the Services under contract with an organization (for example your employer) that organization controls the information processed by the Services. For more information, please see Notice to End Users below.
What information we collect about you
We collect information about you when you provide it to us, when you use our Services, and when other sources provide it to us, as further described below.
Information you provide to us
We collect information about you when you input it into the Services or otherwise provide it directly to us.
Account and Profile Information: We collect information about you when you register for an account, create or modify your profile, set preferences, sign-up for or make purchases through the Services. For example, you provide your contact information and, in some cases, billing information when you register for the Services. You also have the option of adding a display name, profile photo, job title, and other details to your profile information to be displayed in our Services. We keep track of your preferences when you select settings within the Services.
Content you provide through our products: The Services include the OneFlow products you use, where we collect and store content that you post, send, receive and share. This content includes any information about you that you may choose to include. Examples of content we collect and store include: the job title and job description added to a OneFlow job, the content pages you create in OneFlow, the messages you exchange in OneFlow Conversations, etc. Content also includes the files and links you upload to the Services.
Content you provide through our websites: The Services also include our websites owned or operated by us. We collect other content that you submit to these websites, which include social media or social networking websites operated by us. For example, you provide content to us when you provide feedback or when you participate in any interactive features, surveys, contests, promotions, sweepstakes, activities or events.
Information you provide through our support channels: The Services also include our customer support, where you may choose to submit information regarding a problem you are experiencing with a Service. Whether you designate yourself as a technical contact, open a support ticket, speak to one of our representatives directly or otherwise engage with our support team, you will be asked to provide contact information, a summary of the problem you are experiencing, and any other documentation, screenshots or information that would be helpful in resolving the issue.
Payment Information: We collect certain payment and billing information when you register for certain paid Services. For example, we ask you to designate a billing representative, including name and contact information, upon registration. You might also provide payment information, such as payment card details, which we collect via secure payment processing services.
Information we collect automatically when you use the Services
We collect information about you when you use our Services, including browsing our websites and taking certain actions within the Services.
Your use of the Services: We keep track of certain information about you when you visit and interact with any of our Services. This information includes the features you use; the links you click on; the type, size and filenames of attachments you upload to the Services; frequently used search terms; and how you interact with others on the Services. We also collect information about the organizations and jobs you see with and how you interact with them, such as whether you applied or not, etc..
Device and Connection Information: We collect information about your computer, phone, tablet, or other devices you use to access the Services. This device information includes your connection type and settings when you install, access, update, or use our Services. We also collect information through your device about your operating system, browser type, IP address, URLs of referring/exit pages, device identifiers, and crash data. We use your IP address and/or country preference in order to approximate your location to provide you with a better Service experience. How much of this information we collect depends on the type and settings of the device you use to access the Services.
Information we receive from other sources
We receive information about you from other Service users, from third-party services, from our related companies, and from our business and channel partners.
Other users of the Services: Other users of our Services may provide information about you when they submit content through the Services. We also receive your email address from other Service users when they provide it in order to invite you to the Services. Similarly, an administrator may provide your contact information when they designate you as the billing or technical contact on your company's account.
How we use information we collect
How we use the information we collect depends in part on which Services you use, how you use them, and any preferences you have communicated to us. Below are the specific purposes for which we use the information we collect about you.
To provide the Services and personalize your experience: We use information about you to provide the Services to you, including to process transactions with you, authenticate you when you log in, provide customer support, and operate and maintain the Services. For example, we use the name and picture you provide in your account to identify you to other Service users. Our Services also include tailored features that personalize your experience, enhance your productivity, and improve your ability to collaborate effectively with others by automatically analyzing the activities of your team to provide search results, activity feeds, notifications, connections and recommendations that are most relevant for you and your team. For example, we may use your stated job title and activity to return search results we think are relevant to your job function. We may use your email domain to infer your affiliation with a particular organization or industry to personalize the content and experience you receive on our websites. Where you use multiple Services, we combine information about you and your activities to provide an integrated experience, such as to allow you to find information from one Service while searching from another or to present relevant product information as you travel across our websites.
For research and development: We are always looking for ways to make our Services smarter, faster, secure, integrated, and useful to you. We use collective learnings about how people use our Services and feedback provided directly to us to troubleshoot and to identify trends, usage, activity patterns and areas for integration and improvement of the Services. We automatically analyze and aggregate frequently used search terms to improve the accuracy and relevance of suggested topics that auto-populate when you use the search feature. In some cases, we apply these learnings across our Services to improve and develop similar features or to better integrate the services you use. We also test and analyze certain new features with some users before rolling the feature out to all users.
To communicate with you about the Services: We use your contact information to send transactional communications via email and within the Services, including confirming your purchases, reminding you of subscription expirations, responding to your comments, questions and requests, providing customer support, and sending you technical notices, updates, security alerts, and administrative messages. We send you email notifications when you or others interact with you on the Services. We also provide tailored communications based on your activity and interactions with us. For example, certain actions you take in the Services may automatically trigger a feature or third-party app suggestion within the Services that would make that task easier. We also send you communications as you onboard to a particular Service to help you become more proficient in using that Service. These communications are part of the Services and in most cases you cannot opt out of them. If an opt out is available, you will find that option within the communication itself or in your account settings.
To market, promote and drive engagement with the Services: We use your contact information and information about how you use the Services to send promotional communications that may be of specific interest to you, including by email and by displaying OneFlow ads on other companies' websites and applications, as well as on platforms like Facebook and Google. These communications are aimed at driving engagement and maximizing what you get out of the Services, including information about new features, survey requests, newsletters, and events we think may be of interest to you. We also communicate with you about new product offers, promotions and contests. You can control whether you receive these communications as described below under "Opt-out of communications."
Customer support: We use your information to resolve technical issues you encounter, to respond to your requests for assistance, to analyze crash information, and to repair and improve the Services.
For safety and security: We use information about you and your Service use to verify accounts and activity, to monitor suspicious or fraudulent activity and to identify violations of Service policies.
To protect our legitimate business interests and legal rights: Where required by law or where we believe it is necessary to protect our legal rights, interests and the interests of others, we use information about you in connection with legal claims, compliance, regulatory, and audit functions, and disclosures in connection with the acquisition, merger or sale of a business.
With your consent: We use information about you where you have given us consent to do so for a specific purpose not listed above. For example, we may publish testimonials or featured customer stories to promote the Services, with your permission.
If you have consented to our use of information about you for a specific purpose, you have the right to change your mind at any time, but this will not affect any processing that has already taken place. Where we are using your information because we or a third party (e.g. your employer) have a legitimate interest to do so, you have the right to object to that use though, in some cases, this may mean no longer using the Services.
How we share information we collect
We make collaboration tools, and we want them to work well for you. This means sharing information through the Services and with certain third parties. We share information we collect about you in the ways discussed below, including in connection with possible business transfers, but we are not in the business of selling information about you to advertisers or other third parties.
Sharing with other Service users
When you use the Services, we share certain information about you with other Service users.
For collaboration: You can create content, which may contain information about you, and grant permission to others to see, share, edit, copy and download that content based on settings you or your administrator (if applicable) select. Some of the collaboration features of the Services display some or all of your profile information to other Service users when you share or interact with specific content. You can confirm whether certain Service properties are publicly visible from within the Services or by contacting the relevant administrator.
Managed accounts and administrators: If you register or access the Services using an email address with a domain that is owned by your employer or organization, and such organization wishes to establish an account or site, certain information about you including your name, profile picture, contact info, content and past use of your account may become accessible to that organization’s administrator and other Service users sharing the same domain. If you are an administrator for a particular site or group of users within the Services, we may share your contact information with current or past Service users, for the purpose of facilitating Service-related requests.
Community Forums: Our websites offer publicly accessible blogs, forums, issue trackers, and wikis. You should be aware that any information you provide on these websites - including profile information associated with the account you use to post the information - may be read, collected, and used by any member of the public who accesses these websites. Your posts and certain profile information may remain even after you terminate your account. We urge you to consider the sensitivity of any information you input into these Services. To request removal of your information from publicly accessible websites operated by us, please contact us as provided below. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to and why.. You should be aware that any information you provide on these websites - including profile information associated with the account you use to post the information - may be read, collected, and used by any member of the public who accesses these websites. Your posts and certain profile information may remain even after you terminate your account. We urge you to consider the sensitivity of any information you input into these Services. To request removal of your information from publicly accessible websites operated by us, please contact us as provided below. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to and why.
Sharing with third parties
We share information with third parties that help us operate, provide, improve, integrate, customize, support and market our Services.
Service Providers: We work with third-party service providers to provide website and application development, hosting, maintenance, backup, storage, virtual infrastructure, payment processing, analysis and other services for us, which may require them to access or use information about you. If a service provider needs to access information about you to perform services on our behalf, they do so under close instruction from us, including policies and procedures designed to protect your information.
OneFlow Partners: We work with third parties who provide consulting, sales, and technical services to deliver and implement customer solutions around the Services. We may share your information with these third parties in connection with their services, such as to assist with billing and collections, to provide localized support, and to provide customizations. We may also share information with these third parties where you have agreed to that sharing.
Social Media Widgets: The Services may include links that direct you to other websites or services whose privacy practices may differ from ours. Your use of and any information you submit to any of those third-party sites is governed by their privacy policies, not this one.
With your consent: We share information about you with third parties when you give us consent to do so. For example, we often display personal testimonials of satisfied customers on our public websites. With your consent, we may post your name alongside the testimonial.
Compliance with Enforcement Requests and Applicable Laws; Enforcement of Our Rights: In exceptional circumstances, we may share information about you with a third party if we believe that sharing is reasonably necessary to (a) comply with any applicable law, regulation, legal process or governmental request, including to meet national security requirements, (b) enforce our agreements, policies and terms of service, (c) protect the security or integrity of our products and services, (d) protect OneFlow, our customers or the public from harm or illegal activities, or (e) respond to an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person.
Sharing with affiliated companies
How we store and secure information we collect
Information storage and security
We use industry standard technical and organizational measures to secure the information we store. While we implement safeguards designed to protect your information, no security system is impenetrable and due to the inherent nature of the Internet, we cannot guarantee that data, during transmission through the Internet or while stored on our systems or otherwise in our care, is absolutely safe from intrusion by others.
How long we keep information
How long we keep information we collect about you depends on the type of information, as described in further detail below. After such time, we will either delete or anonymize your information or, if this is not possible (for example, because the information has been stored in backup archives), then we will securely store your information and isolate it from any further use until deletion is possible.
Account information: We retain your account information for as long as your account is active and sometimes for a reasonable period thereafter in case you decide to re-activate the Services. We also retain some of your information as necessary to comply with our legal obligations, to resolve disputes, to enforce our agreements, to support business operations, and to continue to develop and improve our Services. Where we retain information for Service improvement and development, we take steps to eliminate information that directly identifies you, and we only use the information to uncover collective insights about the use of our Services, not to specifically analyze personal characteristics about you.
Information you share on the Services: If your account is deactivated or disabled, some of your information and the content you have provided will remain in order to allow your team members or other users to make full use of the Services. For example, we continue to display messages you sent to the users that received them and continue to display content or notes you provided.
Managed accounts: If the Services are made available to you through an organization (e.g., your employer), we retain your information as long as required by the administrator of your account. For more information, see "Managed accounts and administrators" above.
Marketing information: If you have elected to receive marketing emails from us, we retain information about your marketing preferences for a reasonable period of time from the date you last expressed interest in our Services, such as when you last opened an email from us or ceased using your OneFlow account. We retain information derived from cookies and other tracking technologies for a reasonable period of time from the date such information was created.
How to access and control your information
You have certain choices available to you when it comes to your information. Below is a summary of those choices, how to exercise them and any limitations.
You have the right to request a copy of your information, to object to our use of your information (including for marketing purposes), to request the deletion or restriction of your information, or to request your information in a structured, electronic format. Below, we describe the tools and processes for making these requests. You can exercise some of the choices by logging into the Services and using settings available within the Services or your account. Where the Services are administered for you by an administrator (see "Notice to End Users" below), you may need to contact your administrator to assist with your requests first. For all other requests, you may contact us as provided in the Contact Us section below to request assistance.
Your request and choices may be limited in certain cases: for example, if fulfilling your request would reveal information about another person, or if you ask to delete information which we or your administrator are permitted by law or have compelling legitimate interests to keep. Where you have asked us to share data with third parties, for example, by installing third-party apps, you will need to contact those third-party service providers directly to have your information deleted or otherwise restricted.
Access and update your information: Our Services and related documentation give you the ability to access and update certain information about you from within the Service. For example, you can access your profile information from your account and search for content containing information about you using key word searches in the Service. You can update your profile information within your profile settings and modify content that contains information about you using the editing tools associated with that content.
Deactivate your account: If you no longer wish to use our Services, your administrator may be able to deactivate your Services account. If administrators are unable to deactivate an account through your administrator settings, they can contact OneFlow support. Please be aware that deactivating your account does not delete your information; your information remains visible to other Service users based on your past participation within the Services. For more information on how to delete your information, see below.
Delete your information: Our Services give you the ability to delete certain information about you from within the Service. For example, you can remove content that contains information about you using the key word search and editing tools associated with that content, and you can remove certain profile information within your profile settings. Please note, however, that we may need to retain certain information for record keeping purposes, to complete transactions or to comply with our legal obligations.
Request that we stop using your information: In some cases, you may ask us to stop accessing, storing, using and otherwise processing your information where you believe we don't have the appropriate rights to do so. For example, if you believe a Services account was created for you without your permission or you are no longer an active user, you can request your administrator(s) to delete your account as provided in this policy. Where you gave us consent to use your information for a limited purpose, you can contact us to withdraw that consent, but this will not affect any processing that has already taken place at the time. You can also opt-out of our use of your information for marketing purposes by contacting us, as provided below. When you make such requests, we may need time to investigate and facilitate your request. If there is delay or dispute as to whether we have the right to continue using your information, we will restrict any further use of your information until the request is honored or the dispute is resolved, provided your administrator does not object (where applicable). If you object to information about you being shared with a third-party app, please disable the app or contact your administrator to do so.
Opt out of communications: You may opt out of receiving promotional communications from us by using the unsubscribe link within each email, updating your email and text preferences within your Service account settings menu, or by contacting us as provided below to have your contact information removed from our promotional email list or registration database. Even after you opt out from receiving promotional messages from us, you will continue to receive transactional messages from us regarding our Services. You can opt out of some notification messages in your account settings.
Send "Do Not Track" Signals: Some browsers have incorporated "Do Not Track" (DNT) features that can send a signal to the websites you visit indicating you do not wish to be tracked. Because there is not yet a common understanding of how to interpret the DNT signal, our Services do not currently respond to browser DNT signals. You can use the range of other tools we provide to control data collection and use, including the ability to opt out of receiving marketing from us as described above.
Data portability: Data portability is the ability to obtain some of your information in a format you can move from one service provider to another (for instance, when you transfer your mobile phone number to another carrier). Depending on the context, this applies to some of your information, but not to all of your information. Should you request it, we will provide you with an electronic file of your basic account information and the information you create on the spaces you under your sole control.
How we transfer information we collect internationally
International transfers of information we collect
We collect information globally and may transfer, process and store your information outside of your country of residence, to wherever we or our third-party service providers operate for the purpose of providing you the Services. Whenever we transfer your information, we take steps to protect it.
Other important privacy information
Notice to End Users
Many of our products are intended for use by organizations. Where the Services are made available to you through an organization (e.g. your employer), that organization is the administrator of the Services and is responsible for the accounts and/or Service sites over which it has control. If this is the case, please direct your data privacy questions to your administrator, as your use of the Services is subject to that organization's policies. We are not responsible for the privacy or security practices of an administrator's organization, which may be different than this policy.
Administrators are able t
· require you to reset your account password;
· restrict, suspend or terminate your access to the Services;
· access information in and about your account;
· access or retain information stored as part of your account;
· install or uninstall third-party apps or other integrations
In some cases, administrators can als
· restrict, suspend or terminate your account access;
· change the email address associated with your account;
· change your information, including profile information;
· restrict your ability to edit, restrict, modify or delete information
Even if the Services are not currently administered to you by an organization, if you use an email address provided by an organization (such as your work email address) to access the Services, then the owner of the domain associated with your email address (e.g. your employer) may assert administrative control over your account and use of the Services at a later date. You will be notified if this happens.
Please contact your organization or refer to your administrator’s organizational policies for more information.
Our policy towards children
The Services are not directed to individuals under 16. We do not knowingly collect personal information from children under 16. If we become aware that a child under 16 has provided us with personal information, we will take steps to delete such information. If you become aware that a child has provided us with personal information, please contact our support services.
Your information is controlled by Empyra.com, Inc. If you have questions or concerns about how your information is handled, please direct your inquiry to Empyra.com, Inc., which we have appointed to be responsible for facilitating such inquiries.
c/o Empyra.com, Inc
8081 Royal Ridge Parkway, Suite 160
Irving TX 75063
Acceptable Use Policy
Effective starting: October 18, 2019
Here at OneFlow, our goal is to help you and your team do the best work of your lives, every day. To do this, we need to keep our products and services running smoothly, quickly, and without distraction. For this to happen, we need help from you, our users. We need you not to misuse or abuse our products and services.
To describe exactly what we mean by “misuse” or “abuse” – and help us identify such transgressions, and react accordingly – we’ve created this Acceptable Use Policy. Under this policy, we reserve the right to remove content that is inconsistent with the spirit of the guidelines, even if it’s something that is not forbidden by the letter of the policy. In other words, if you do something that isn’t listed here verbatim, but it looks or smells like something listed here, we may still remove it.
You’ll see the word “services” a lot throughout this page. That refers to all websites owned or operated by OneFlow, and any related websites, sub-domains and pages, as well as any SaaS services operated by OneFlow.
Use your judgment, and let’s be kind to each other so we can keep creating great things. You can find all the legal fine print at the bottom of this page.
Here’s what we won’t allow:
· Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services.
· Tampering with, reverse-engineering, or hacking our services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the services, related systems, networks, or data
· Modifying, disabling, or compromising the integrity or performance of the services or related systems, network or data
· Deciphering any transmissions to or from the servers running the services
· Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as:
· Using “robots,” “spiders,” “offline readers,” or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time by using a normal browser
· Going far beyond the use parameters for any given service as described in its corresponding documentation
· Consuming an unreasonable amount of storage for music, videos, pornography, etc., in a way that’s unrelated to the purposes for which the services were designed
· Misrepresentation of yourself, or disguising the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with OneFlow or any third party)
· Using the services to violate the privacy of others, including publishing or posting other people's private and confidential information without their express permission, or collecting or gathering other people’s personal information (including account names or information) from our services
· Using our services to stalk, harass, or post direct, specific threats of violence against others
· Using the Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws)
· Accessing or searching any part of the services by any means other than our publicly supported interfaces (for example, “scraping”)
· Using meta tags or any other “hidden text” including OneFlow’s or our suppliers’ product names or trademarks
· Using the services to generate or send unsolicited communications, advertising, chain letters, or spam
· Soliciting our users for commercial purposes, unless expressly permitted by OneFlow
· Disparaging OneFlow or our partners, vendors, or affiliates
· Promoting or advertising products or services other than your own without appropriate authorization
· Posting, uploading, sharing, submitting, or otherwise providing content that:
· Infringes OneFlow’s or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right
· You don’t have the right to submit
· Is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic (including child pornography, which we will remove and report to law enforcement, including the National Center for Missing and Exploited Children), indecent, harassing, hateful
· Encourages illegal or tortious conduct or that is otherwise inappropriate
· Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition
· Contains viruses, bots, worms, scripting exploits, or other similar materials
· Is intended to be inflammatory
· Could otherwise cause damage to OneFlow or any third party
In this Acceptable Use Policy, the term “content” means: (1) any information, data, text, software, code, scripts, music, sound, photos, graphics, videos, messages, tags, interactive features, or other materials that you post, upload, share, submit, or otherwise provide in any manner to the services and (2) any other materials, content, or data you provide to OneFlow or use with the Services.
Without affecting any other remedies available to us, OneFlow may permanently or temporarily terminate or suspend a user’s account or access to the services without notice or liability if OneFlow (in its sole discretion) determines that a user has violated this Acceptable Use Policy.