Terms of Use

January 01, 2020
1. Acceptance of Terms

OneHash, Inc. ("onehash", "We") provides its Service (as defined below) to you through its web site located at www.onehash.ai (the "Site"), application programming interface (the "API"), or any mobile application (the "Mobile App", together with the Site and the API, the "Application") that OneHash may offer from time to time, subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service. Any actions you, or any of your employees, consultants, agents, representatives, and users take on the Service shall be deemed to have occurred on behalf of your legal entity.

2. Description of Service

The "Service" means (a) the Application, (b) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the "Content") and all modifications thereto.

OneHash reserves the right to alter the Service at any time. Certain features of the Service may not be available in all countries. We reserve right to limit or make available the Service or parts of the Service depending on location. For example, certain features like SMS may be limited to the US and Canada or we may limit the availability of calling numbers for specific countries, regions, or type of number (e.g. premium numbers) available in certain countries.

OneHash occasionally develops and offers limited beta releases for new features. To participate in a beta release, you must explicitly agree to the additional terms and conditions for such beta release that are presented to you. This TOS does not necessarily cover a beta release.

The Service is provided "as-is". That means the Service may include bugs that impact your ability to use the Service and/or may impact your business. OneHash is not liable for your use of the Service.

3. General Conditions/ Access and Use of the Service
4. Payment

To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide OneHash information regarding your credit card or other payment instrument. Such payment plan may include the option to prepay for your access to the Service before it begins or to receive an invoice for payment after your use of the Service has begun. Additional information on our payment plans is available at pricing page on the Site, or in the order form confirming your purchase. To the extent your use of the Service exceeds the usage limits provided for in your payment plan, you were not invoiced for services rendered, or you missed any payments due on your account, OneHash reserves the right to recover such fees and charge you standard and overage fees for any such regular and excessive use. You represent and warrant to OneHash that any payment information you provide is true and that you are authorized to use the payment instrument for this Service.

You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay OneHash the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize OneHash to bill your payment instrument in advance of receipt of any Service on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let OneHash know in writing within sixty (60) days after the date that OneHash invoices you. We reserve the right to change OneHash’s prices.

If OneHash does change the pricing plans, OneHash will provide notice of the change on the Application or in email to you, at OneHash’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Your failure to provide payment in accordance with your payment plan on a timely basis shall afford OneHash the right to terminate your access to the Service. All fees are non-refundable and exclusive of applicable taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees OneHash incurs collecting late amounts.

5. Representations and Warranties

You represent and warrant to OneHash that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow OneHash to perform its obligations) in connection with the Service without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and OneHash’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (iv) you will comply with all applicable local, state, federal and international laws including TCPA, the Federal Trade Commission’s National Do Not Call Registry, CAN-SPAM Act, telemarketing regulations, and laws governing recording phone calls; and (v) you are eighteen (18) years of age or older. Without limiting the foregoing, you represent and warrant that you shall seek the appropriate consent for any unsolicited marketing calls, agree not to sell your data, and only use any features available on the Service in locations where such features are permissible.

6. Termination

You have the right to terminate your account at any time in accordance with the procedures set forth on the Site. OneHash reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if OneHash believes that you have violated this TOS. OneHash shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. OneHash will use good faith efforts to contact you to warn you prior to suspension or termination of your account by OneHash. All of Your Content on the Service (if any) may be permanently deleted by OneHash upon any termination of your account in its sole discretion. If OneHash terminates your account without cause and you have signed up for a fee-bearing service, OneHash will refund the prorated, unearned portion of any amount that you have prepaid to OneHash for such Service. However, all accrued rights to payment and the terms of Section 4-17 shall survive termination of this TOS.

7. Disclaimer of Warranties

The service, including the site and content, and all server and network components are provided on an "as is" and "as available" basis without any warranties of any kind, and OneHash expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. you acknowledge that OneHash does not warrant that the service will be uninterrupted, timely, secure, error-free or virus-free and no information, advice or services obtained by you from OneHash or through the service shall create any warranty not expressly stated in this TOS

8. Limitation of Liability
9. Indemnification

You shall defend, indemnify, and hold harmless OneHash from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service, including without limitation any claims for copyright infringement, defamation, invasion of privacy or right of publicity arising out of or in connection with any unauthorized use of the Service, violation of any applicable laws including TCPA, the Federal Trade Commission’s National Do Not Call Registry, CAN-SPAM Act, telemarketing regulations, and state and federal laws around recording phone calls, and any third-party litigation arising out of your use of the Service. OneHash shall provide notice to you of any such claim, suit or demand. OneHash reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting OneHash’s defense of such matter

10. Modifications

OneHash may change this TOS from time to time with at least 30 days' prior notice. You can review the most current version of this TOS at any time at Terms Page. "Prior notice" means the revised terms and conditions will be posted on the Service. If you use the Service within 30 days after the notice had been posted, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.

11. Assignment

You may not assign this TOS without the prior written consent of OneHash, but OneHash may assign or transfer this TOS, in whole or in part, without restriction.

12. Governing Law

This TOS shall be governed by the laws of the State of Delaware without regard to the principles of conflicts of law. Unless otherwise elected by OneHash in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Delaware for the purpose of resolving any dispute relating to your access to or use of the Service.

13. Arbitration

The parties agree that any dispute with respect to any matter covered under this TOS, including any disputed claim for indemnification, will be submitted to mandatory, final and binding arbitration before with the San Francisco, California branch of JAMS ("JAMS"), governed by JAMS' Commercial Rules of Arbitration applicable at the time of the commencement of the arbitration (the "JAMS Rules") and heard before one arbitrator. You and OneHash shall attempt to mutually select the arbitrator. In the event we are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. Each party shall bear its own attorneys’ fees, expert witness fees, and costs associated with any arbitration pursuant to this Section 13.

14. Privacy; EU Data Protection

Please visit privacy page to understand how OneHash collects and uses personal information.Information on how OneHash complies with EU Data Protection Laws including the Irish Data Protection Acts as amended and the General Data Protection Regulation (Regulation (EU) 2016/679) can be found by visiting GDPR.

15. Confidentially

Definition.
By virtue of your use of the Service, the parties may have access to each other’s Confidential Information. "Confidential Information," as used in this TOS, means any written, machine-reproducible and/or visual materials, whether labeled as proprietary, confidential, or with words of similar meaning or not, and all information that is orally or visually disclosed, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. OneHash Confidential Information includes, without limitation, the Usage Data, including the content therein, including any Software whether in source or executable code, documentation, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Service.

Exclusions
Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

Use and Nondisclosure
During the term and for a period of five (5) years after expiration or termination of your use of the Service, you shall not make the OneHash’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising your rights and performing your obligations under this TOS. You shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this TOS, but in no event will you use less effort to protect the Confidential Information of the other party than you use to protect your own Confidential Information of like importance. You will ensure that any agents or subcontractors that are permitted to access any of OneHash’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.

16. Notice

The Service is conducted electronically and you agree that OneHash may communicate electronically with you for any matters relating to the Service, including but not limited to information and notifications regarding product updates, payments, and ways to more efficiently use the Service, and legal notices of any kind, including cancellation and termination, unless prohibited by law. Any notices to be provided to you under this TOS shall be sent by electronic mail to the last email address that we have on file for you, and you hereby consent to receiving any such notice by electronic mail. Notice shall be deemed to have been given by OneHash on the date we sent the relevant electronic communication with applicable receipt of delivery.