Effective March 9, 2020
This agreement (the "Agreement" or the "Terms") describes the terms on which One Inc Cooperative (“One”, “We” or “Our”) offers you or your Company access to its products and services including, but not limited to:
collectively the “Service”.
Citizens and Users agree to and accept these Terms, including important dispute resolution procedures and all policies and terms linked to or otherwise referenced herein, all of which are incorporated into this Agreement.
One and Citizens agree to collaborate as agreed in Resonance Share Agreements subject to these Terms and the Agreements Of One. Any compensation promised under Resonance Share Agreement is also subject to these Terms. Resonance Share Agreements may be modified at any time in writing with the agreement of all parties to Resonance Share Agreements.
The Citizen agrees that One may cease the collaboration during any period in which the Citizen has complied with these Terms including not paying any amounts due to One.
Citizens agree that the purchase of Resonance Dollars is not compensation and is subject to the Resonance Dollars Terms of Service.
If the parties share any information they wish to keep confidential it should be disclosed in a manner where confidentiality is confirmed and both parties agree not to disclose the information without permission. Such disclosures can include #private tags in Mythos One, communication through private channels in Slack, etc. Information disclosed to a group is deemed shareable with that group.
One owns Intellectual Property Rights to it Service and to our trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the "One Marks"). You acknowledge and agree that One and its licensors own all right, title, and interest in and to the Service other than with respect to User Content and Collaborations are the whose ownership is otherwise agreed in a Resonance Share Agreement by both parties. As a Citizen, you may use:
Your Content. Citizens retain any and all Intellectual Property Rights already held under applicable law uploaded Content you upload, publish, and submit to or through the Service, subject to the rights, licenses, and other terms of this Agreement, including any underlying rights of other users or One in Content that you may use or modify.
Don’t Publish Content you don’t have the rights to. In connection with Content you upload, publish, or submit to any part of the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize One and users of the Service to use the Content in the manner contemplated by the Service and these Terms.
Seek your own legal advice. Because the law may or may not recognize certain Intellectual Property Rights in any particular Content, you should consult a lawyer if you want legal advice regarding your legal rights in a specific situation. You acknowledge and agree that you are responsible for knowing, protecting, and enforcing any Intellectual Property Rights you hold, and that One cannot do so on your behalf.
Expect Fellow Citizens to contribute to your content. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration or remuneration for any of the rights granted in this Section.
Service Content License. Citizens agree to grant to One, and your fellow Citizens, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, modify, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and sell, re-sell or sublicense (through multiple levels) and otherwise exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You agree that the license includes the right to copy, analyze and use any of your Content as One may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service.
Be Responsible for Yourself. One has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at One’s cost and expense, to which you hereby consent and irrevocably appoint One as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
Your Fellow Citizens share your rights. You agree that by uploading, publishing, or submitting any Content to any publicly accessible areas of the Service, you hereby grant other users of that aspect of the Service a non-exclusive license to access the User Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display, and perform the Content on the Service solely as permitted by you through your interactions with the Service under these Terms. This license is referred to as the "User Content License," and the Content being licensed is referred to as "User Content." "Publicly accessible" areas of the Service are those areas that are accessible to other users of that aspect of the Service. You acknowledge that when you receive a User Content License you receive only licensing and use rights; therefore, you do not acquire ownership of any copies of the Content, or transfer of any copyright or other Intellectual Property Rights in the Content. You agree that by uploading, publishing, or submitting any Content to or through the Servers for display in any publicly accessible area of the Service, you hereby grant other users a non-exclusive, worldwide, royalty-free, sublicenseable and transferable license to photograph, capture an image of, film, and record a video of the Content, and to use, reproduce, distribute, prepare derivative works of, display, and perform the resulting photograph, image, film, or video in any current or future media as provided in and subject to the restrictions and requirements of an applicable Product Policy or other policy.
Don’t Publish Content if you don’t want to grant these rights. If you do not wish to grant users of the Service a User Content License, you agree that it is your obligation to avoid displaying or making available your Content to other users.
One agrees to use its reasonable efforts to provide the Services in a professional manner. The Citizen acknowledges and agrees that One bears no responsibility for the Citizen’s financial performance or results of operations. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, One MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES (INCLUDING, WITHOUT LIMITATION, WARRANTIES REGARDING EFFICIENCIES, ACCURACY OF INFORMATION OR REPORTS, OR RESULTS OR REVENUE TO BE GENERATED FROM THE SERVICES), ALL OF WHICH ARE HEREBY DISCLAIMED BY ONE AND EXCLUDED FROM THIS AGREEMENT.
You or we may terminate your Account(s) at any time. You may terminate this Agreement by closing your Account(s) at any time for any reason. One may suspend or terminate your Account at any time for any reason. In such an event, One shall have no further obligation or liability to you under this Agreement or otherwise, and you shall be entitled to no compensation or other payment, remedy, recourse or refund.
We may terminate your Accounts upon a general suspension or discontinuation of the Service.
If One elects to generally suspend or discontinue the Service, in whole or in part, for any reason, One may terminate your Accounts. In such an event, you will not be entitled to compensation for such suspension or termination, and you acknowledge that One will have no liability to you in connection with such suspension or termination.
If terminated you will lose access to everything. Upon Account termination, you will lose access to your Account and all licenses, Content, and data, and you understand this is a risk of participating in the Service. Upon termination of your Account, you will no longer be able to access your Account or access (or transfer or direct the transfer to any other Account) any Content or data you have stored on the Servers. All licenses granted by One to use the Service, including access to the One Inc Cooperative Economy will automatically terminate.
Expect to lose everything. You should ensure that you have only stored Content on the Servers to which you are willing to permanently lose access. You acknowledge and assume the risk of the possibility of termination of your Account as provided in this Agreement, and you represent that you will make your decisions to participate in the Service, contribute Content, spend your money and dispose of transferable licenses at all times knowingly based upon these risks.
Even after termination, you may still owe us money. Upon termination, you will remain liable for any unpaid amounts owed by you to One.
Some terms of this Agreement will survive and continue after termination. The provisions of this Agreement and any Additional Terms which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to One in this Agreement, as well as to the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action and mandatory arbitration.
You agree to abide by certain rules of conduct, including any applicable community standards for the portion of the Service you are using) and other rules prohibiting illegal and other practices that One deems harmful.
You are solely responsible for your interaction with other users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but not the obligation, to monitor or become involved in disputes between you and other users.
Exercise common sense and your best judgment in your interactions with others (e.g. when you submit any personal or other information) and in all of your other online activities.
We operate an intellectual property complaint process for complaints that User Content infringes another's Intellectual Property Rights, the details of which are described in the Intellectual Property Infringement Notification Policy.
If you object to your information being used or disclosed as described therein, please do not use the Service.
One is NOT liable for its users' actions, and you release One from any claims relating to other users. You agree not to hold One liable for the Content, actions, or inactions of other users. As a condition of access to the Service, you release One (and its officers, directors, shareholders, agents, subsidiaries and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more users, including whether or not One becomes involved in any resolution or attempted resolution of the dispute
If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
You agree and understand that One does not control and is not responsible for information you provide to parties other than One.
One provides the Service on an "as is" basis, without express or implied warranties, and all Content, including Virtual Tender and other Virtual Goods and Services, have no guarantee or warranty of any compensable value.
ONE PROVIDES THE SERVICE STRICTLY ON AN "AS IS" BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT, INCLUDING RESONANCE DOLLARS OR ANY OTHER VIRTUAL GOODS AND SERVICES. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR CONTENT OR ANY EXPENDITURE ON YOUR PART, ONE AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON One'S SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS.
One does not ensure continuous, error-free, secure or virus-free operation of the Service and you understand that you shall not be entitled to refunds or other compensation based on One's failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties and, to that extent, the foregoing disclaimers may not apply to you.
One's liability to you is expressly limited, to the extent allowable under applicable law.
IN NO EVENT SHALL ONE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUBSIDIARIES, AGENTS OR LICENSORS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, RELIANCE, SPECIAL, OR PUNITIVE LOSSES OR DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT One MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL One'S CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (i) ONE HUNDRED DOLLARS (U.S. $100.00); OR (ii) THE FEES, IF ANY, PAID BY YOU FOR USE OF THE SERVICE; PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.
Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you. In such jurisdictions, the liability of the One parties to you is limited to the lowest amount permitted by applicable law.
You agree to indemnify One from claims relating to your use of the Service. At One's request, you agree to defend, indemnify and hold harmless One, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (i) your User Content; (ii) your acts, omissions, or use of the Service, including without limitation your negligent, willful or illegal conduct; (iii) your breach or alleged breach by you of this Agreement, including without limitation your representations and warranties relating to your Content; (iv) your violation or anticipatory violation of any applicable law, rule or order in connection with your use of or activities in the Service; (v) information or material transmitted through your Internet Device that infringes or misappropriates any Intellectual Property Right; (vi) any misrepresentation made by you; (vii) One's use of the information that you submit to us; (viii) your purported "ownership" of any Usage Subscriptions or virtual items; or (ix) the increase or decrease in "value" or loss of Usage Subscriptions or virtual items if One deletes, terminates, or modifies them (all of the foregoing, "Claims and Losses") . We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not settle any Claims and Losses without, in each instance, the prior, written consent of an officer of One.
You are not our employee, and you have no rights to compensation. You acknowledge that your participation in the Service, including your creation or uploading of Content in the Service, does not make you a One employee and that you do not expect to be, and will not be, compensated by One for such activities, and you will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture or franchise relationship is intended or created by this Agreement.
Unsolicited Ideas and Materials Prohibited; No Confidential or Special Relationship with One. One employs a staff of designers to develop new ideas and One solicits and receives product idea submissions from professional inventors with whom it has business relationships.
Because of this, in your communications with One, please keep in mind that One does not accept or consider any unsolicited ideas or materials for products or services, or even improvements to products or services, (collectively, "Unsolicited Ideas and Materials"). Therefore, you must not send to One (even within any of your User Content that we may request), in any form and by any means, any Unsolicited Ideas and Materials. Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User Content and licensed to us as set forth above.
Except as otherwise specifically described in the Service's Privacy Statement or any Additional Terms, your relationship with One is not a confidential, fiduciary, or other type of special relationship and your Unsolicited Ideas and Materials, and anything else submitted by you will be treated as non-confidential and non-proprietary User Content – regardless of whether you mark them "confidential", "proprietary", or the like. One will not assume any responsibility, obligation, or liability for the receipt or non-receipt of any of the foregoing. Therefore, your decision to submit any Unsolicited Ideas and Materials to One does not place One in a position that is any different from the position held by members of the general public with regard to your Unsolicited Ideas and Materials.
One's receipt of your Unsolicited Ideas and Materials is not an admission by One of their novelty, priority, or originality, and it does not impair One's right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
By agreeing to these Terms of Service, you also agree to arbitrate any and all claims against One pursuant to the Federal Arbitration Act and subject to the the "Agreement to Arbitrate").
The Service is a United States-based service. One controls and operates the Service from its offices in the United States. One makes no representation that any aspect of the Service is appropriate or available for use outside of the United States. Those who access the Service from other locations are doing so on their own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. Subject to the terms of this Agreement, we reserve the right to limit the availability of, restrict access to, or discontinue the Service and/or any content, program, product, service or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.
Software related to or made available by the Service may be subject to export controls of the United States. No software from the Service may be downloaded, exported, or re-exported (i) into (or to a national or resident of) any country or other jurisdiction to which the United States has embargoed goods, software, technology or services (which, as of the effective date of this User Agreement, includes Cuba, North Korea, Iran, Sudan and Syria), or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce's Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). By downloading any software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
You may not assign this Agreement or your Account; we may assign this Agreement. You may not assign this Agreement or your Account without the prior written consent of One. You may not transfer or sublicense any licenses granted by One in this Agreement without the prior, written consent of One, except solely to the extent this Agreement or an applicable Product Policy permits transfer of any applicable Virtual Tender licenses. One may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement.
We agree to provide each other with notices in a specified manner. One may give notice to and obtain consent from you by one or more of the following means: through the Service or Website, by electronic mail to your e-mail address in our records, or by written mail communication to the address on record for your Account. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. All notices given by you or required under this Agreement shall be delivered to One Legal Department.
With respect to any electronic commercial service on a Website, residents of California are entitled to the following specific consumer rights information: if you have a complaint, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or by telephone at 1.800.952.5210. See also www.dca.ca.gov.
This Agreement and the referenced Policies are the entire understanding between us. This Agreement, including the Additional Terms and policies referenced in this Agreement, sets forth the entire understanding and agreement between you and One with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings.
One reserves the right to modify this Agreement and any Additional Terms, at any time without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after we post the Updated Terms (or engaging in other such conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review this Agreement and any Additional Terms on a regular and frequent basis. The Updated Terms will be effective as of the time that One posts them or such later date as may be specified in them. Except for such Updated Terms, this Agreement may not be modified except by mutual written agreement between you and One that is signed by hand (not electronically) by duly authorized representatives of both parties and expressly references amendment of this Agreement. You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement.
The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. The terms "include" and "including" are not limiting. As used in this Agreement, references to a determination made in One's discretion means that the determination will be made by One in accordance with its good faith business judgment. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
The applicable law and venue is in San Diego, California. You agree that this Agreement and the relationship between you and One shall be governed by the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Further, you and One agree to submit to the exclusive personal jurisdiction and venue of the courts located in the City and County of San Diego, California, except as provided in Section 10 regarding arbitration.
No Equitable or Injunctive Relief. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSSES OR DAMAGES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES AND DAMAGES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, USER CONTENT, UNSOLICITED IDEAS AND MATERIALS, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, OR CONTROLLED BY One OR A LICENSOR OF One.
Improperly Filed Claims are Subject to Attorneys' Fees and Costs. All claims you bring against One must be resolved in accordance with Section 10, Dispute Resolution and Arbitration. All claims filed or brought contrary to the Dispute Resolution Section shall be considered improperly filed and a breach of these Terms of Service. Should either party file a claim contrary to the Dispute Resolution Section, the other party may recover attorneys' fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.
The following related policies are incorporated by reference in and made part of this Agreement, and provide Additional Terms, conditions and guidelines regarding the Service. In the event of a conflict between this Agreement and any Additional Terms, this Agreement shall control except as expressly provided otherwise.