Last updated 11/20/2021
OneText Inc. (“OneText”) provides text based services to individuals and commercial entities in order to assist individuals and commercial entities to purchase goods and services from third parties selected by such individuals and commercial entities (“Service”).
OneText owns and operates the internet site OneText.com (together with the Service and Software, the “Site”) and provides the information and services on the Site to website visitors and users of the Service conditioned upon acceptance, without modification, of these Terms of Service (“Terms of Service”). By using the Site, you agree to be bound by these terms and conditions. OneText reserves the right, at OneText’s sole discretion, to change, modify, add or remove portions of these Terms of Service periodically. Such modifications shall be effective immediately upon posting of the modified agreement to the website unless provided otherwise. Continued use of the Site following the posting of changes to these Terms of Service will be deemed acceptance of those changes. Use of the Site constitutes full acceptance of, and agreement to the Terms of Service; if you do not accept the Terms of Service, no rights are granted to use the Site as defined herein, and you should refrain from accessing the Site. OneText reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site.
1. In order to use the Service, users must provide their first name, last name, email address, and either or both of banking or credit card information (“Personal Data”) and create an account. To request deletion of Personal Data, email email@example.com. You understand that OneText may share Personal Data with the third parties with whom you wish to purchase their products or services. You agree to maintain the security of your account and use best efforts to ensure that no third party you’re your credentials to access the site and shall report any lost or stolen passwords to OneText immediately.
2. IP Rights. OneText owns the software that enables the online provision of the Service (“Software”). OneText shall have the right to aggregate and anonymize Personal Data (in accordance with applicable law) and use such resulting data set for its purposes. You shall not reproduce, translate or reverse engineer material from the Site or sell, rent or sub-license material or products from the Site. You shall not (a) use, copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of the software underlying the Service or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to OneText and removing any copyright, trademark, or other proprietary rights notices contained in or on the Service; and (b) bypass the measures OneText may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. You may provide OneText Feedback regarding the Service. You assign and agree to assign to OneText all rights, title and interest worldwide in and to any Feedback and the related intellectual property rights embodied therein and agrees to assist OneText in perfecting and enforcing such rights. Feedback means all ideas, feedback, suggestions, requests, questions, comments regarding the Service including without limitation any defects, errors or other issues you may report about the Service.
3. Warranties. You represent and warrant that it is authorized to execute this Agreement and that they are at least the age of majority in their relevant jurisdiction. THE SOFTWARE AND SERVICE ARE PROVIDED ON AN ‘AS IS’ BASIS AND ONETEXT ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, OR FAILURE TO STORE ANY OF YOUR DATA. EACH USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS OR HER COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY PORTION OF THE SITE. ONETEXT EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND INDEMNITIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
4. LIMITATION OF LIABILITY. THE PARTIES AGREE THE MAXIMUM LIABILITY OF ONETEXT FOR ANY LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNTS RECEIVED BY ONETEXT IN CONNECTION WITH PROVIDING THE SERVICES TO YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE THOUSAND DOLLARS ($1,000).
5. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The Parties agree to the sole and exclusive jurisdiction of the state and federal courts located in the City and County of San Francisco, California. The Parties acknowledge that any breach of this Agreement will cause irreparable harm for which damages would not be an adequate remedy, and, therefore, the aggrieved Party will be entitled to injunctive relief with respect thereto in addition to any other remedies and without any requirement to post bond.
6. THE PARTIES AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY. If the Parties cannot resolve any dispute within sixty (60) days, the Parties agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court; provided if you are an individual, he or she may initiate a claim in a small claims court of competent jurisdiction. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of appeal under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed (to the extent permitted by applicable law). The AAA will conduct any arbitration under its Commercial Arbitration Rules.
7. You shall indemnify, defend and hold OneText, its affiliates and their employees, officers, directors, contractors and agents harmless against any cost, loss, damage, expense or liability arising out of or in connection with a claim, suit, action or proceeding made or brought by or on behalf of a third party to whom the Service is, or is to be, provided under this Agreement.
8. Severability. If a court of competent jurisdiction determines any provision of this Agreement to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the Parties intend for the remainder of the Agreement to be enforced and in full effect.
9. Force Majeure. OneText shall not be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
10. Survival. The following Sections: 2, 3, 4, 5, 6, 7, 8, 10 and 12 shall continue in effect after expiration or termination of this Agreement.
11. Termination. This Agreement shall terminate upon thirty (30) days notice from either Party. You shall not use the Services or the Software after the expiration or termination of this Agreement. OneText reserves the right to share or transfer personally identifiable information and aggregate information to a third party should OneText ever file for bankruptcy or in the event of a sale, merger or acquisition of OneText.
12. Additional Provisions. A waiver by either Party to any term or condition under this Agreement or any breach thereof, shall not act as a waiver to any such term or condition or subsequent breach thereof. Affiliate means any entity controlled by, controlling or under common control with a Party. Notices to OneText must be provided in writing to the following address and recipient: firstname.lastname@example.org. This Agreement contains the entire understanding of the parties on the subject matter hereof. Except as expressly set forth herein, any amendments to this Agreement must be in writing and signed by both parties. This Agreement is between you and OneText; there are no third-party beneficiaries. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you (including by operation of law) except with OneText’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. For the avoidance of doubt, a change of control shall constitute a prohibited assignment.