Terms of Use
1. Your Agreement with OneB Technology
1.1. Your use of the OneB Technology is governed by these Terms of Service (the "Terms"). "OneB" or "we" means OneB Technology, Inc. The OneB Technology (hereinafter "OneB Technology") means the services OneB or its Affiliates makes available through https://oneb.tech, any sub-pages and any other website designated by OneB (collectively, the "Website"), the OneB cloud infrastructure, the OneB API, the OneB Tools, and any other software or services offered by OneB in connection to any of those. "Affiliate" means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity.
1.2. In order to use the OneB Technology, you must first agree to the Terms. You understand and agree that your use of the OneB Technology will serve as your acceptance of the Terms from that point onwards.
1.3. You affirm that you are 13 years old or over, as the OneB Technology may not be used by children under 13. You further affirm that the Terms have been duly and validly agreed upon and delivered by you and constitute your legal and binding obligation, enforceable against you in accordance with its terms, and that you have all necessary power and authority to agree to and perform in accordance with the Terms.
1.4. You agree your purchases of OneB Technology are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by OneB regarding future functionality or features.
2. Your Account and Use of the OneB Technology
2.1. You must provide accurate and complete registration information any time you register to use the OneB Technology. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify OneB immediately. Your account will allow you to access and use the OneB Technology in connection with any game (and any related source code) written, published, or otherwise distributed by you (your "Game" or "Games").
2.2. Your agreement to and performance under the Terms will not conflict with or violate any provision of law, rule or regulation to which you are subject, or any agreement or other obligation directly or indirectly applicable to you. Your use of the OneB Technology must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software (the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments), and will avoid deceptive, misleading or unethical trade practices, which includes making deceptive or misleading representations, warranties or guarantees to the end users that play your Game ("End Users") with respect to the specifications, features or capabilities of your Games.
2.3. You agree not to (a) access (or attempt to access) the administrative interface of the OneB Technology by any means other than through the web interface or API that is provided by OneB in connection with the OneB Technology, unless you have been specifically allowed to do so in a separate agreement with OneB, or (b) engage in any activity that interferes with or disrupts the OneB Technology (or the servers and networks which are connected to the OneB Service).
2.4. Your account has usage limits. OneB reserves the right to enforce these usage limits, which may result in OneB denying service to you or your End Users. Repeated exceeding of the usage limits may lead to termination of your account.
2.5. You may use the OneB Technology only to develop and run Games that use the OneB Technology. In particular, you may not access the OneB Technology for the purpose of benchmarking the OneB Technology, to resell or redistribute the OneB Technology or to create a product or service competitive with the OneB Technology.
2.6. You agree to include a OneB logo in a prominent location in your Game, such as on the splash screen of your Game, and also to include our copyright and credit notice as is, without modification, on any "help" or "credit" screens.
3. Acceptable Use Policy and Privacy
3.1. You agree to comply with the OneB Acceptable Use Policy available at https://oneb.tech/terms/acceptable-use/ (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.
3.2. OneB will collect data from your End Users and your Games through your use of the OneB Technology. All data (including all text, sound, video, or image files) that you provide to OneB through use of the OneB Service and all data OneB collects from your End Users through your use of the OneB Technology is considered “Game Data.” OneB may use your Game Data for the purpose of providing the OneB Technology according to your documented instructions. Furthermore, excluding any personal data contained therein (i.e., user names, passwords, other information relating to an identified or identifiable natural person, and any other data or information that constitutes personal data or personal information under any applicable Data Protection Law), OneB may use your Game Data for the purpose of improving and adding OneB features.
3.3. You agree that you will comply with all laws, rules, regulations, decrees, statutes, or other enactments, orders, mandates or resolutions relating to data security, data protection and/or privacy, and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance ("Data Protection Laws"), including providing legally adequate privacy notices to End Users.
3.4. Game Data may be transferred to, and stored and processed in, the United States or any other country in which OneB, its Affiliates or its subcontractors operate. You appoint OneB to perform any such transfer of Game Data to any such country and to store and process personal data to provide the OneB Technology.
3.5. California Consumer Privacy Act (the "CCPA"). OneB will process Game Data including personal data within the scope of the CCPA on your behalf and, not retain, use, or disclose that data for any purpose other than for the purposes set out in these Terms and as permitted under the CCPA, including under any "sale" exemption. In no event will OneB sell any such Game Data. These CCPA terms do not limit or reduce any data protection commitments OneB makes to you in these Terms or any other agreement between you and OneB.
4. GDPR Terms
The terms of this Section 4 (the "GDPR Terms") apply to the extent your Game Data includes information related to an identified or identifiable natural person that is subject to the European Union General Data Protection Regulation (the "GDPR"). Lower case terms used but not defined in these GDPR Terms such as "personal data," "personal data breach," "processing," "controller," "processor," "subprocessor" and "data subject" will have the same meaning as set forth in Article 4 of the GDPR. These GDPR Terms do not apply where OneB is a controller of the personal data of its customers.
4.1. Compliance with the GDPR and Processing of Personal Data. You and OneB agree to comply with all applicable provisions of the GDPR. You agree you are the controller of personal data and OneB is the processor of such personal data, except when you act as a processor of personal data, in which case OneB is a subprocessor. OneB will process personal data only on your documented instructions. You agree that these Terms of Service, any other written Service Agreement with OneB, and your use and configuration of features in the OneB Technology are your complete and final documented instructions to OneB for the processing of personal data. In any instance where the GDPR applies and you are a processor, you warrant to OneB that your instructions, including appointment of OneB as a processor or subprocessor, have been authorized by the relevant controller.
4.2. Processing Details. You and OneB acknowledge and agree that:
a) the nature and purpose of the processing is to provide the OneB Service pursuant to these documented instructions;
b) the subject matter of the processing is limited to personal data within the scope of the GDPR;
c) the duration of the processing shall be for the duration of your right to use the OneB Service and until all personal data is deleted, or returned in accordance with your instructions;
d) the types of personal data processed by the OneB Service include those expressly identified in Article 4 of the GDPR;
e) the categories of data subjects are employees, contractors, collaborators, and End Users;
f) OneB will process and transfer the personal data only on these documented instructions, unless required to do so by the European Union or member state law to which OneB is subject; in such a case, OneB shall inform you of that legal requirement before processing (unless that law prohibits such information on important grounds of public interest); and
g) OneB will ensure that its personnel engaged in the processing of personal data (i) will comply with subsection (f) herein and (ii) have committed to maintain the confidentiality of any personal data even after their engagement ends.
4.3. Data Subject Rights; Assistance with Requests. OneB will make the personal data of data subjects available to you and provide you the ability to fulfill data subject requests under the GDPR, both in a manner consistent with the functionality of the OneB Service and OneB's role as a processor. OneB shall comply with your reasonable requests to assist with your response to such a data subject request. If OneB receives a request from your data subject to exercise one or more of its rights under the GDPR in connection with a game for which OneB is a data processor or subprocessor, OneB will redirect the data subject to make its request directly to you. You will be responsible for responding to any such request, including, where necessary, by using the functionality of the OneB Service.
4.4. Records of Processing Activities and Reasonable Assistance. OneB shall maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of personal data on your behalf, make them available to you upon request. OneB will provide you reasonable assistance in compliance with the obligations of Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to OneB.
4.5. Data Security. You and OneB will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia, as appropriate:
a) the pseudonymization and encryption of personal data; b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
OneB's security measures will be set forth in a OneB Security Policy. OneB will make that policy available to you, along with descriptions of the security controls in place for the OneB Technology and other information you reasonably request regarding OneB security practices and policies. You are responsible for making an independent determination as to whether the technical and organizational measures for the OneB Technology meets your requirements. You acknowledge and agree that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing personal data as well as the risks to individuals) the security practices and policies implemented and maintained by OneB provide a level of security appropriate to the risk with respect to your personal data. You are responsible for implementing and maintaining privacy protections and security measures for components that you provide or control.
4.6. Notice and Controls on use of Subprocessors. OneB may hire third parties to provide certain limited or ancillary services on its behalf. You consent to the engagement of these third parties and OneB Affiliates as subprocessors of personal data if such consent is required under law. OneB will inform you of new subprocessors it engages. You may object to new subprocessors by providing written notice to OneB that includes an explanation of the grounds for objection.
OneB is responsible for its subprocessor's compliance with OneB's obligations in these GDPR Terms. When engaging any subprocessor, OneB will ensure via a written contract that the subprocessor may access and use personal data only to deliver the services OneB has retained them to provide and is prohibited from using personal data for any other purpose. OneB will ensure that subprocessors are bound by written agreements that require them to provide at least the level of data protection required of OneB by these terms.
4.7. Personal Data Breach. OneB shall notify you without undue delay after becoming aware of a personal data breach. Such notification will include that information a processor must provide to a controller under Article 33(3) to the extent such information is reasonably available to OneB.
OneB shall make reasonable efforts to assist you in fulfilling your obligation to notify the relevant supervisory authority and data subjects of a personal data breach under Articles 33 and 34 of the GDPR.
4.8. Audit. OneB will conduct audits of its compliance with these GDPR terms as required by Article 28 of the GDPR. Each audit will be performed by qualified, independent, third party and/or internal security auditors at OneB's selection and expense. Each audit will result in the generation of an audit report ("OneB Audit Report"), which OneB will make available to you upon request. The OneB Audit Report will be OneB's Proprietary Information and will clearly disclose any material findings by the auditor. OneB will promptly remediate issues raised in any OneB Audit Report to the satisfaction of the auditor.
4.9. Transfer of personal data. You agree you have a legal transfer mechanism for the transfer of personal data to a third country or an international organization in accordance with Data Protection Laws. All transfers of personal data to a third country or an international organization will be subject to appropriate safeguards as described in Article 46 of the GDPR or other applicable Data Protection Laws and such transfers and safeguards will be documented according to Article 30(2) of the GDPR. In addition, OneB is certified to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks and the commitments they entail, although OneB does not rely on the EU-U.S. Privacy Shield Framework as a legal basis for transfers of personal data in light of the judgment of the Court of Justice of the EU in Case C-311/18. OneB agrees to notify you if it makes a determination that it can no longer meet its obligation to provide the same level of protection as is required by the Privacy Shield principles.
If You or OneB transfers personal data from the European Economic Area to a third country or an international organization not recognized by the European Commission as providing an adequate level of protection for personal data under the GDPR, the parties will be deemed to have executed the Standard Contractual Clauses at https://oneb.tech/terms (the “2023 Standard Contractual Clauses”). In addition, for transfers of personal data from Switzerland to a third country or an international organization not recognized by Switzerland as providing an adequate level of protection for personal data under the Swiss Federal Act on Data Protection, the parties will be deemed to have executed the 2021 Standard Contractual Clauses, subject to the Swiss-specific modifications set forth below.
Specifically, for transfers of personal data from Switzerland to a jurisdiction outside of Switzerland made pursuant to the Standard Contractual Clauses, the following provisions will apply:
The competent supervisory authority in Annex I.C under Clause 13 shall be the Federal Data Protection and Information Commissioner insofar as the data transfer is governed by the Federal Act on Data Protection of 19 June 1992 (the "FADP").
References in the Standard Contractual Clauses to a "Member State" and "EU Member State" will not be read to prevent data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland).
Until the revised FADP enters into force, the Standard Contractual Clauses will also protect the data of legal entities in Switzerland.
If You or OneB transfers personal data from the United Kingdom to a third country or an international organization no recognized by the United Kingdom as providing an adequate level of protection for personal data under the United Kingdom General Data Protection Regulation, the parties will be deemed to have executed the Standard Contractual Clauses at https://oneb.tech/terms/scc/
4.10. Contact OneB. If you believe that OneB is not adhering to its privacy or security commitments, you may contact customer support of OneB
4.11. Supplementation and Term. OneB may modify or supplement these GDPR Terms,
(a) if required to do so by a supervisory authority or other government or regulatory entity,
(b) if necessary to comply with applicable law, or (c) to adhere to an approved code of conduct or certification mechanism approved or certified pursuant to Articles 40, 42 and 43 of the GDPR. Without prejudice to these GDPR Terms, OneB may from time to time provide additional information and detail about how it will execute these GDPR Terms in its service-specific technical, privacy, or policy documentation. These GDPR Terms become effective upon Your use of the OneB Service.
5. Fees for Use of the OneB Technology
5.1. Subject to the Terms, you may sign up for the OneB Development Mode services, which OneB will provide to you without charge up to certain limits. OneB may offer you the ability to use additional resources and services without charge for a trial period. Usage of resources and services beyond the trial period, usage of the OneB Development Mode Services over the designated limits, or the use of other resources or services offered on the Website will require your purchase of additional resources or services via individually priced services or an appropriate paid Subscription plan. The OneB Development Mode Services limits, and the pricing for additional resources and services,
5.2. Payments for all purchased resources and services are due and must be made according to the pricing and related terms in the services description published in the Website. Unless otherwise noted in the service description, all fees will be billed in advance on a monthly basis (or at the interval indicated in OneB's fees and payment policies, if different) and are due at the time of invoice. You must provide OneB with a credit card, and OneB will automatically charge your credit card based on the paid Subscription plan and any individually priced services you have selected on the due date unless you have raised a good faith objection prior to the due date. At OneB's sole discretion, OneB may also agree with you to accept your payments via wire transfer, automated clearinghouse or PayPal. At OneB's sole discretion, OneB may also agree to accept your payments via alternative means. Late payments will bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on OneB's measurements of your use of the OneB Technology, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of OneB and only in the form of credit for the OneB Technology. Nothing in these Terms obligates OneB to extend credit to any party. You acknowledge and agree that any credit card and other billing and payment information that you provide to OneB may be shared by OneB with companies who work on OneB's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to OneB and servicing your account.
5.3. OneB may change its fees and payment policies for the OneB Technology at any time, but in the event of a fee increase, OneB will honor the previous pricing policy for you for at least thirty (30) days after notifying you of the fee increase. Changes to the fees or payment policies will be posted on the Website (or such other URL as OneB may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
5.4. You may not develop multiple Games to simulate or act as a single Game, develop Games under multiple unlinked accounts, or otherwise access the OneB Technology in a manner intended to avoid incurring fees.
5.5. The OneB Development Mode Service is provided on an as-is basis and is intended for lightweight, low-volume usage of the OneB Technology. The OneB Development Mode Service does not provide access to the full set of OneB features, resources and services. OneB does not provide any service level agreements or developer support for the OneB Development Mode Service, other than OneB's forum discussions. Permissible uses of the OneB Development Mode Service include the development and launch of games by independent game studios and trial/evaluation usage by professional game studios and publishers. You will not be permitted to use the OneB Development Mode Service for any Game if any of your other Games, or any Games of any of your Affiliates, are serviced by OneB under a paid Subscription plan, without OneB's express permission. If your Games misuse the OneB Development Mode Services, requiring intervention from OneB, OneB will work with you to quarantine the Game(s) to a high-risk server instance, address the misuse and/or to migrate your Games to an appropriate paid Tier plan for enhanced support. Notwithstanding the above, OneB reserves the right to terminate your use of the OneB Development Mode Service at any time for any reason.
5.6. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership. If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.
6. User Generated Content on the OneB Technology and Take Down Obligations
6.1. You understand that all End User generated information (such as End User information, data files, written text, music, audio files or other sounds, photographs, videos or other images) included in Game Data to which you may have access as part of, or through your use of, the OneB Technology are your responsibility.
6.2. You agree that you are solely responsible for (and that OneB has no responsibility to you or to any third party for) the Game or any Game Data that you create, transmit or display while using the OneB Technology and for the consequences of your actions (including any loss or damage which OneB may suffer) by doing so. You control access by End Users, and you are responsible for their use of the OneB Technology in accordance with these Terms of Service. For example, you will ensure End Users comply with the Acceptable Use Policy.
6.3. You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices"). It is OneB's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down Game Data in your Game or, if necessary, the Game itself upon receipt of a valid DMCA notice. For more information, please go to https://oneb.tech/terms/acceptable-use.
6.4. You agree that OneB has no responsibility or liability for the deletion or failure to store any Game Data and other communications maintained or transmitted through use of the OneB Technology.
7. Proprietary Rights and Confidentiality Obligations
7.1. You acknowledge and agree that OneB (or OneB's licensors) owns all legal right, title and interest in and to the OneB Technology, including any intellectual property rights which subsist in the OneB Technology (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
7.2. Except as provided in Section 9, OneB acknowledges and agrees that it obtains no right, title or interest from you (or your licensors or End Users) under these Terms in or to any Game Data or Games that you create, submit, post, transmit or display on, or through, the OneB Technology, including any intellectual property rights which subsist in that Game Data and the Game (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with OneB, you agree that you are responsible for protecting and enforcing those rights and that OneB has no obligation to do so on your behalf.
7.3. For purposes of the Terms, "Proprietary Information" means all information disclosed through any means of communication or by personal observation by or on behalf of the disclosing party to or for the benefit of the other party that relates to the disclosing party's products, projects, productions (including information regarding creators, authors, programmers, and other persons involved in such productions), research and development, intellectual property, trade secrets, technical know-how, policies or practices (and all creative, business and technical information relating thereto), and any other matter that the other party is advised or has reason to know is the confidential, trade secret or proprietary information of the disclosing party. You and OneB acknowledge that during and through your use of the OneB Technology, each of the parties and their respective agents, employees, and representatives may obtain or have access to such Proprietary Information of the other, including, but not limited to, information relating to stored data, customer information, technical data, statistics, source code, programs, documentation and research. You and OneB agree that, other than as otherwise expressly permitted under Section 7 hereof, such Proprietary Information shall be maintained on a strictly confidential basis, will be used solely for OneB's provision of the OneB Technology and your utilization of such OneB Technology, and will be disclosed only to those of the parties' respective agents, employees and representatives who require such information for purposes of their performance hereunder, or as required by applicable law or regulation. Proprietary Information does not include data, materials or information that: (a) was already known to the receiving party free of any restriction at the time it is obtained from the disclosing party; (b) is subsequently learned from an independent third party free of any restrictions and without breach of the Terms or any other agreements; (c) is or becomes publicly available through no wrongful act of the receiving party; or (d) is independently developed by the receiving party without reference to any Proprietary Information of the disclosing party.
8. License from OneB and Restrictions
8.1. To facilitate your use of the OneB Technology, OneB may make available to you certain documentation, application programming interfaces (APIs), and sample source code (the "Licensed Materials"). Subject to your compliance with the Terms (including, without limitation, the payment obligations described in Section 5), OneB grants you a revocable, personal, worldwide, royalty-free, non-assignable, non-transferable and non-exclusive license to use the Licensed Materials made available to you by OneB as part of the OneB Technology. This license is for the sole purpose of enabling you to use and enjoy the benefit of the OneB Technology as provided by OneB, in the manner permitted by the Terms. Any other use of the Licensed Materials is prohibited.
8.2. You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the OneB Technology, the Licensed Materials or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by OneB, in writing (e.g., through an open source software license); (b) attempt to disable or circumvent any security mechanisms used by the OneB Technology or any Games running on the OneB Technology; or (c) use the OneB Technology in any way that may subject the OneB Technology to any obligations under any open source software license, including, without limitation, any license which imposes any obligation or restriction with respect to OneB's patent or other intellectual property rights in the OneB Technology.
8.3. Open source software licenses for components of the OneB Technology released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with OneB for the use of the components of the OneB Technology released under an open source license.
8.4. OneB grants you a revocable, personal, worldwide, royalty-free, non-assignable, non-transferable and non-exclusive license to use the OneB trade name (OneB) and the OneB logo for the sole purpose of advertising or publicizing your use of the OneB Technology as required by Section 2.6 of the Terms, and provided that you use the trademarks in and follow the OneB branding guidelines. OneB has the right to review your use of the OneB trademarks and require changes to use at any time.
9. License from You
9.1. OneB claims no ownership or control over any Game Data or Game that you originate. You retain copyright and any other rights you already hold in the Game Data and/or Game that you originate, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying your Game Data on or through the OneB Technology, you hereby grant to OneB and its Affiliates a worldwide, royalty-free, and non-exclusive right and license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Game Data for the sole purpose of enabling OneB to provide you with the OneB Technology. Furthermore, by creating or making available a Game to be used in connection with the OneB Technology, you hereby grant to OneB and its Affiliates a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Game for the sole purpose of enabling OneB to provide you with the OneB Technology. OneB may sublicense these rights to its vendors and subcontracts solely as necessary for OneB to perform under this Agreement.
9.2. By adding other individual persons to collaborate on a Game, you are responsible for ensuring such collaborator complies with the terms of this agreement.
9.3. You may choose to or OneB may invite you to submit comments or ideas about the OneB Technology, including, without limitation, about how to improve the OneB Technology or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place OneB under any fiduciary or other obligation, and that OneB and its successors and assigns are free to use the Idea without any additional compensation to you and to disclose the Idea on a non-confidential basis or otherwise to anyone.
9.4. You agree that OneB, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, Game names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Website listings (including links to your website) for the purpose of advertising or publicizing your use of the OneB Technology.
10. Add-ons
10.1. OneB may make available through the OneB Technology additional features, functionality, and services offered by its third-party partners ("Add-ons"). Your use of Add-ons is subject to these Terms, to the applicable fees, and to your agreement to the third party partners' license terms for those Add-ons, if any. You acknowledge for each Add-on you subscribe to or purchase through the OneB Technology, these Terms constitute a binding agreement between you and the third party licensor of that Add-on ("the Add-on Provider") only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; OneB is not acting as agent for the Add-on Provider in providing each such Add-on to you; OneB is not a party to the license between you and the Add-on Provider with respect to that Add-on; and OneB is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on.
10.2. By subscribing to or purchasing an Add-on, you grant OneB permission to share your Game, Game Data, and user information with the Add-on Provider as necessary in order to provide you the Add-on.
10.3. The license granted to you to use any Add-on is personal to you, and is not sublicensable to any other party, including without limitation your End Users. You may not provide or resell Add-ons to others.
11. Modification, suspension, and Termination of the OneB Technology
11.1. OneB is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the OneB Technology may change from time to time without prior notice to you, subject to the terms in Section 5.3. OneB intends to minimize changes to functionality or APIs that will negatively impact your Games. When making such changes, OneB will create a new version of the API and use its commercially reasonable efforts to continue to support the old version of the API for at least ninety (90) days. However, in the event of security issues, issues affecting system health or other exigent circumstances such as changes in the laws or regulations applicable to OneB or the OneB Technology, OneB may terminate support for the old version of the API without advance notice. Changes to the form and nature of the OneB Technology will be effective with respect to all versions of the OneB Technology. Examples of changes to the form and nature of the OneB Technology include, without limitation, changes to fee and payment policies, security patches, added functionality, and other enhancements.
11.2. OneB may suspend or terminate your use of the OneB Technology if:
(a) it is reasonably needed to prevent unauthorized access to your Game Data;
(b) you fail to respond to a claim of alleged infringement under Section 14 ("Indemnification") within a reasonable time;
(c) you do not pay amounts due under this agreement; or
(d) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement.
11.3. You may terminate these Terms at any time by canceling your account on the OneB Technology, unless you have a separate agreement or payment terms with OneB that do not permit you to terminate until the end of the stated term in such agreement or payment terms. In such case, your obligations under these Terms will continue until the end of the stated term in the agreement or payment terms. You will not receive any refunds if you cancel your account.
11.4. You are solely responsible for exporting your Game Data and Games from the OneB Technology prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Game Data and Games.
11.5. OneB will provide you three (3) months advance notice if OneB ceases to do business and discontinues providing any OneB Technology, unless (a) such termination of the OneB Service is done sooner in response to a change in government regulation, obligation or other requirement or (b) OneB or its Affiliates makes available a service that is substantially similar to the discontinued OneB Technology.
11.6. Upon any termination of the OneB Technology or your account, these Terms will also terminate, but Sections 2.3, 3.3, 7.1, 8.2, 11, 12, 13, 14, 15.3 and 17 shall continue to be effective after these Terms are terminated.
- EXCLUSION OF WARRANTIES 12.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 13, SHALL EXCLUDE OR LIMIT OneB'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
12.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE OneB Technology IS AT YOUR SOLE RISK AND THAT THE OneB Technology, AND ANY SUPPORT SERVICES PROVIDED, ARE PROVIDED "AS IS," "AS AVAILABLE" AND "AS MODIFIED FROM TIME TO TIME."
12.3. OneB AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE OneB Technology AND ANY SUPPORT SERVICES PROVIDED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OneB AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (a) YOUR USE OF THE OneB Technology OR SUPPORT SERVICES PROVIDED WILL MEET YOUR REQUIREMENTS; (b) YOUR USE OF THE OneB Technology WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND (c) USAGE DATA PROVIDED THROUGH THE OneB Technology WILL BE ACCURATE.
13. LIMITATION OF LIABILITY
13.1. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the OneB Technology during the three (3) months before the cause of action arose. For previews, betas or OneB Technology provided free of charge, OneB's liability is limited to direct damages up to $1,000.00 USD.
13.2. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
13.3. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (a) the parties' obligations under Section 14, or (b) violation of the other's intellectual property rights.
14. Indemnification
14.1. We will defend you against any claims made by an unaffiliated third party that the OneB Technology infringe that third party's patent, copyright or trademark or makes unlawful use of its trade secret.
14.2. You will defend us against any claims made by an unaffiliated third party that: (a) any Game, Game Data, or services you provide, directly or indirectly, in using the OneB Technology violates the rights of third parties, including privacy rights, or infringes the third party's patent, copyright, or trademark or makes unlawful use of its trade secret; or (b) arises from violation of the Acceptable Use Policy.
14.3. Limitations. Our obligations in Section 14.1. won't apply to a claim or award based on: (a) any Game, Game Data, or services or materials you provide or make available as part of using the OneB Technology; (b) your combination of the OneB Service with, or damages based upon the value of a Game, product, service, data, or business process; (c) your use of a OneB trademark without our express written consent, or your use of the OneB Technology after we notify you to stop due to a third-party claim; (d) your redistribution of the OneB Technology to, or use for the benefit of, any unaffiliated third party; or (e) anything provided by us provided free of charge.
14.4. Remedies. If we reasonably believe that a claim under Section 14.1. may bar your use of the OneB Technology, we will seek to: (a) obtain the right for you to keep using it; or (b) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the OneB Technology. If these options are not commercially reasonable, we may terminate your rights to use the OneB Technology.
14.5. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must (a) give the other sole control over the defense and settlement of the claim; and (b) give reasonable help in defending the claim. The party providing the protection will (i) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (ii) pay the amount of any resulting adverse final judgment or settlement. The parties' respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 14 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.
15. Other Content
15.1. The OneB Technology may include hyperlinks to other web sites or content or resources or email content. OneB has no control over any web sites or resources which are provided by companies or persons other than OneB.
15.2. You acknowledge and agree that OneB is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
15.3. You acknowledge and agree that OneB is not liable for any loss or damage which may be incurred by you or your End Users as a result of the content or availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16. Changes to the Terms
16.1. OneB may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days' notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
16.2. You understand and agree that if you use the OneB Technology after the date on which the Terms have changed, your use will serve as your acceptance of the updated Terms.
17. General Legal Terms
17.1. OneB will not disclose your Game Data from the OneB Technology to law enforcement unless required by law. If law enforcement contacts OneB or its Affiliates with a demand for your Game Data in the OneB Technology, OneB or its Affiliates will attempt to redirect the law enforcement agency to request that data directly from you. If compelled to disclose Game Data to law enforcement, OneB will promptly notify you and provide a copy of the demand unless legally prohibited from doing so. Upon receipt of any other third-party request for Game Data, OneB will promptly notify you unless prohibited by law. OneB will reject the request unless required by law to comply. If the request is valid, OneB will attempt to redirect the third party to request the data directly from you.
17.2. Except to the extent you and OneB have entered into a separate written agreement that is expressly intended to supersede these Terms either in whole or in part, the Terms constitute the whole legal agreement between you and OneB and govern your use of the OneB Technology, and completely replace any prior agreements between you and OneB in relation to the OneB Technology.
17.3. There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
17.4. If OneB provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
17.5. You agree that OneB may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the OneB Technology or the Website. By providing OneB your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
17.6. You agree that if OneB does not exercise or enforce any legal right or remedy which is contained in the Terms (or which OneB has the benefit of under any applicable law), this will not be taken to be a formal waiver of OneB's rights and that those rights or remedies will still be available to OneB. If any provision of the Terms is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
17.7. Government customers should consult with OneB prior to acceptance. If you are a government customer, before accepting this agreement, you should consult with your OneB representative to assure full compliance with local laws and governmental procurement processes.
17.8. Except for payment obligations, neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
17.9. The rights and remedies under the Terms are cumulative and are not exclusive of any rights or remedies available at law or in equity or by any other agreement between the you and OneB.
17.10. The Terms, and your relationship with OneB under the Terms, shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions. You and OneB agree to submit to the exclusive jurisdiction of the courts located within King County, Washington, to resolve any legal matter arising from the Terms.
17.11. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of OneB. OneB may assign this agreement and rights hereunder, in whole or in part, to its Affiliates.