OnceHub | Trust Center | Legal | Master Services Agreement

Our Master Services Agreement is an agreement between you and OnceHub that governs your use of OnceHub services and products. Our Master Services Agreement incorporates our Data Protection Addendum(s) and Acceptable Use Policy.

Documentation
1. This Master Services Agreement ("MSA"), the OnceHub Acceptable Use Policy, all Data Protection Addendums, and any other documents expressly incorporated by reference (together the "Agreement"), govern your use of OnceHub’s Services and is an agreement between OnceHub Inc. and you, the Customer.
2. If you are accepting the Agreement on behalf of a company or other legal entity ("Your Company") you hereby represent that you have full legal authority to bind Your Company and its Affiliates to the terms of the Agreement, in which case the term "Customer" shall refer to such entity and, if applicable, its Affiliates.
Definitions
1. Capitalized terms have the definitions as set forth below or inline in this Agreement.
  1. "Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with the subject entity, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
  2. "Application Data" means all data, including text, sound or image files that are provided to OnceHub by, or on behalf of, Customer through Customer’s use of the Services, including Personal Data, but excluding User Data and Usage Data.
  3. "Confidential Information" means any information or material that is disclosed by a Party to the other Party, and which is identified, either verbally or in written form, as confidential or proprietary or which, given the nature of the information or material, should reasonably be understood to be confidential or proprietary, including but not limited to all information (appearing in whatever medium) relating to business plans, sales and marketing methods, customers and customer lists, personally identifying information, data, designs, financial information, forecasts, inventions, know-how, methods, market analysis, patents, pricing, products, prerelease offerings, procedures, programs, research and development, security policies and processes, source and object code, strategies and other works of authorship of the Disclosing Party. The party disclosing Confidential Information is the "Disclosing Party" and the party receiving Confidential Information is the "Receiving Party".
  4. "Data Protection Addendum" means any data protection addendum between OnceHub and you that is in force.
  5. "Non-OnceHub Application" means any application, software, plug-in, or other software application functionality that interoperates with the Services and is provided by Customer or a third party;
  6. "OnceHub" means OnceHub Inc., 2093 Philadelphia Pike #5585, Claymont, DE 19703, USA and its Affiliates;
  7. "Personal Data" means any information relating to:
    1. An identified or identifiable natural person; or
    2. A legal entity. where such information is protected similarly as personal data or personally identifiable information under applicable data protection laws and regulations.
    Where for each (i) or (ii), such data is Application Data;
  8. "Personal Data Breach" means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data;
  9. "Service Documentation" means the applicable Services’ documentation, and its usage guides and policies, as updated from time to time and made available on our web site or via login to our Services;
  10. "Service(s)" means the products and services that are ordered by Customer referencing this MSA, whether on a trial, free or paid basis; and
  11. "Usage Data" means information about your use of the Services, including for example through analysis of patterns and trends, that is stored in an anonymized, pseudonymized, de-personalized or aggregated form in accordance with applicable privacy laws.
  12. "User Data" means data that you provide to us in order to set up your account, including, but not limited to your name and email address.
Data Protection Addendum
1. The terms of the Data Protection Addendum(s) ("DPA") are hereby incorporated by reference, and shall apply to the extent that Application Data includes Personal Data.
2. To the extent that we process Personal Data from the European Economic Area ("EEA"), the United Kingdom, or Switzerland on your instructions, the Standard Contractual Clauses shall apply, as further set out in the DPA.
3. For the purposes of the Standard Contractual Clauses, you and your applicable Affiliates are each the data exporter, and Customer’s acceptance of this MSA shall be treated as an execution of the Standard Contractual Clauses and their Appendices.
Acceptance of Agreement
1. You indicate that you accept the terms of the Agreement (the "Acceptance Date") by:
  1. Creating a OnceHub account;
  2. Purchasing a Service subscription;
  3. Checking a box indicating acceptance; or
  4. Using our Services
2. We may change the terms of this MSA at any time. Using the Services after the changes become effective means you agree to the new terms. If you do not agree to the new terms, you must stop using the Services and delete your OnceHub account.
Term
1. This MSA is effective from the Acceptance Date and remains in effect until terminated in accordance with the terms of this MSA.
Services
1. Notwithstanding any reference to the term "license" in the Service Documentation or otherwise, OnceHub Services are provided as a service based on OnceHub software, and neither source nor object code of the software used to provide the Service is delivered or licensed to you or any end user, nor are you or any end user entitled to access programming code.
2. Use of OnceHub's AI Features are subject to our AI Terms
3. OnceHub reserves the right to discontinue, materially modify or reduce the functionality provided to you for any free, trial or beta Services at any time with or without notice.
Limitation of liability
1. IN NO EVENT SHALL EACH PARTY’S AND ALL OF ITS AFFILIATES’ LIABILITY, TAKEN TOGETHER IN THE AGGREGATE, ARISING OUT OF OR RELATED TO THE AGREEMENT BETWEEN ONCEHUB AND YOU AND YOUR AFFILIATES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE 60 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE OR (B) US $100. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 7.1 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND CONSULTING FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.
2. FOR THE AVOIDANCE OF DOUBT, OUR TOTAL LIABILITY FOR ALL CLAIMS FROM YOU AND ALL OF YOUR AFFILIATES ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL APPLY IN THE AGGREGATE FOR ALL CLAIMS UNDER BOTH THE MASTER SERVICES AGREEMENT AND ALL DATA PROTECTION ADDENDUMS ESTABLISHED UNDER THIS AGREEMENT, INCLUDING BY YOU AND ALL AFFILIATES, AND, IN PARTICULAR, SHALL NOT BE UNDERSTOOD TO APPLY INDIVIDUALLY AND SEVERALLY TO YOU AND TO ANY OF YOUR AFFILIATES THAT IS A CONTRACTUAL PARTY TO ANY SUCH DATA PROTECTION ADDENDUM.
3. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. EXCEPT FOR ANY ACTION BY ONCEHUB FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN 12 MONTHS AFTER THE DATE THE CLAIM AROSE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
5. THE LIMITATION OF LIABILITY STATED IN CLAUSES 7.1 AND 7.2 DO NOT APPLY TO A PARTY’S:
  1. CONFIDENTIALITY (CLAUSE 24) OR MUTUAL INDEMNIFICATION (CLAUSE 17) OBLIGATIONS;
  2. LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT;
  3. LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE;
  4. VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR
  5. OTHER LIABILITY THAT MAY NOT BE LIMITED UNDER APPLICABLE LAW.
Insurance coverage
1. During the term of this MSA, OnceHub will maintain commercially reasonable insurance coverage in connection with its performance under the Agreement.
Creating a OnceHub account
1. You must create an account through our website to purchase a subscription or use our Services. The user creating the account will be assigned as the account administrator.
2. The account administrator may assign, or add, other individuals to the account as additional administrators or members (together the "Users"). Users may include, for example, employees, Affiliate employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
3. To create a User account, you will be asked to provide certain information including a name and email address. You agree that at all times during the term of this Agreement, User information will be accurate, complete, and current. We hold User’s personal information in accordance with the terms of our Privacy Notice. Please be sure to read it carefully.
4. OnceHub Services are offered with a free trial for 14 days. At the end of the 14-day trial period you have the option to purchase a paid subscription plan, downgrade to a free subscription or to delete your account.
5. Any data that you enter into the Services, and any customizations made to the Services during the free trial will be permanently lost unless, before the end of the trial period, you:
  1. Purchase a paid subscription plan for the account, or
  2. Export such data.
  Notwithstanding anything contained in this clause, Services are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.
6. You agree that we may protect and improve our Services through analysis of your use of our Services.
7. You agree that OnceHub controls the URL(s) assigned to your account and may change or deactivate the URL (s) without prior notice.
8. Downgrading your subscription level may cause the loss of features or capacity of your account. OnceHub does not accept any liability for such loss.
Beta Features
1. Product features clearly identified as beta features are made available by OnceHub to you for testing and evaluation purposes only. OnceHub does not make any commitment to include beta features in any future versions of the Services. OnceHub may immediately and without notice remove beta features for any reason without liability to you.
2. You acknowledge the importance of communication between you and OnceHub during your use of the beta features and agree to receive related correspondence and updates from us with regard to the beta features. In the event you request to opt out from such communications, OnceHub reserves the right to terminate your use of the beta features.
3. Notwithstanding anything to the contrary in this Agreement, all beta features are provided "as is" without warranty of any kind and without any performance obligations. In no event shall OnceHub or its suppliers be liable for any damages whatsoever indirect, special, consequential or incidental loss, exemplary or other damages arising out of the use of or inability to use the beta features, including beta updates, however caused and based on any theory of liability, and whether or not for breach of contract, tort (including negligence), violation of statute, or otherwise, and whether or not OnceHub has been advised of the possibility of such damages. To the extent permitted by applicable law, OnceHub’s maximum liability hereunder is limited to US $50.00.
4. You agree to hold harmless and indemnify OnceHub, our affiliates and subsidiaries, officers, directors, agents, and employees from and against any third party claim arising from or in any way related to
  1. Your breach of these beta terms;
  2. Your use of the beta features; or
  3. Your violation of applicable laws, rules or regulations in connection with your use of the beta features.
5. The limitations of liability set forth in this clause 10 reflect the allocation of risk negotiated and agreed to by both parties. The parties would not enter into this Agreement without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
Our obligations to you
1. We will:
  1. Make our Services available to you pursuant to the Agreement during the term of your subscription, conditional on the payment of all relevant subscription fees;
  2. Provide you with commercially reasonable support and assistance;
  3. Provide the Services in accordance with laws and government regulations applicable to us in the provision of our Services to our clients generally (i.e., without regard for your particular use of the Services), and in accordance with the Agreement;
  4. Not collect or use any Application Data except as necessary to provide our Services to you;
  5. Not sell, rent, lease, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, Application Data, User Data or Usage Data to another business, person, or third party for monetary or other valuable consideration; and
  6. Make our Services available at least 99.9% of the time during any 30-day period except for:
    1. Planned downtime, of which we will give advance electronic notice;
    2. Any unavailability caused by the integration of our Services by you with a Non-OnceHub Application; or
    3. Any unavailability caused by circumstances beyond OnceHub’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, pandemic, civil unrest, act of terror or widespread Internet service provider failure or delay.
    For each 30 day period in which OnceHub has uptime of less than 99.9% OnceHub shall, upon request, provide Customer with a written plan for improving OnceHub service availability to attain the 99.9% service availability and OnceHub shall promptly implement such plan. This sets forth Customer’s sole and exclusive remedy, and OnceHub’s entire liability, for any failure to meet the service availability commitment set forth in this clause 11.1 (f).
Your obligations to us
1. You and your Users will use our Services only in accordance with the Agreement, the OnceHub Acceptable Use Policy, government regulations and applicable law, including applicable data protection law.
2. In accordance with our Acceptable Use Policy you and your Users will not use our Services to collect or store bank account numbers, bank routing numbers, credit or debit card numbers, CVV numbers, credit scores, income, net worth or how much debt someone has, government-issued identifiers, including social security numbers, passport numbers, driving license numbers, data concerning criminal convictions, sentencing, fines, and other rulings issued in judicial or administrative proceedings, usernames or passwords.
3. You have sole responsibility for complying with data protection law that requires providing notice, disclosure, or obtaining consent prior to transferring Application Data to us for processing purposes.
4. You are responsible for ensuring that our processing of Application Data in accordance with your instructions will not cause us to violate any applicable law, regulation, or rule, including, without limitation, data protection law.
5. You agree that we may protect and improve our Services through the collection and analysis of Usage Data. Please see our Privacy Notice for more information about what we do in this regard.
Your data
1. Both parties acknowledge and agree that;
  1. We process Application Data under your instructions and directions in accordance with the provisions of the Agreement, and that we have no direct control or ownership of Application Data;
  2. You grant to us a worldwide, perpetual, irrevocable, royalty free license to use and incorporate into our Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or your end users relating to the operation of our Services.
Deletion of account and Application Data
1. We will delete all your account and Application Data in accordance with our deletion schedule, as updated from time to time and made available on our website https://www.oncehub.com/trustcenter/data.
2. We reserve the right to retain aggregated or anonymized Usage Data that we have gathered from your use of our Services for analytical purposes.
3. We reserve the right to contact you using your contact information during the period between the date your account is terminated and the date we delete your account data from our systems.
Security
1. We will maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of Application Data, as detailed further on the Security page on our web site. Those safeguards will include measures designed to prevent unauthorized access to, or disclosure of Application Data.
2. You are responsible for reviewing the information we make available regarding our data security, including our audit reports, and you should make an independent determination as to whether the Services meet your requirements and legal obligations, including your obligations under applicable data protection law and our Agreement.
OnceHub Warranties
1. We warrant that during an applicable subscription term:
  1. The Agreement will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Application Data;
  2. We will not materially decrease the overall functionality or security of the Services; and
  3. The Services will perform materially in accordance with the applicable Service Documentation.
2. Except for the warranties stated in this clause 16, OnceHub makes no representation or warranty about the Services, including any representation that the Services will be uninterrupted or error-free. To the fullest extent permitted under applicable law, OnceHub disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose.
Mutual indemnification
1. OnceHub will defend and indemnify Customer and its Affiliates from and against all third-party claims to the extent resulting from, or alleged to have resulted from the Services’ infringement of a third party’s intellectual property right.
2. Customer will defend and indemnify OnceHub from and against all third-party claims to the extent resulting from, or alleged to have resulted from the infringement of a third party’s intellectual property right by any Application Data entered into our Services or otherwise provided by you.
3. Each party will promptly notify the other in writing of any third-party claim. The indemnifying party will control the defense of the claim and obtain the other party’s prior written approval of the indemnifying party’s settlement or compromise of a claim. The indemnified party will not unreasonably withhold or delay its approval of the request for settlement or compromise and assist and cooperate in the defense as reasonably requested by the indemnifying party at the indemnifying party’s expense.
Fees and payment
1. You agree to pay to OnceHub any fees for each Service you purchase or use in accordance with the pricing and payment terms presented to you for that Service. Fees are based on Services subscriptions purchased and not actual usage.
2. You provide OnceHub with a continuous authorization to charge any debit card, credit card, charge card, bank account, or PayPal account that you provide to us in your account for the Services purchased by you. To the extent permitted by applicable law and payment network rules, such charges may occur without further notice or consent from you.
3. You are responsible for maintaining accurate and updated payment information in your account at all times. Failure to do so may result in the suspension or termination of your account and the deletion of your Application Data. You will continue to be charged for the suspended or terminated subscription until all outstanding fees are paid in full.
Automatic renewal and term
1. The "Initial Subscription Period" commences on the date you purchase a paid subscription from us and continues for the duration of the subscription period selected by you when you purchase a subscription.
2. Upon the expiration of the Initial Subscription Period, the Agreement will automatically renew for successive periods (each, a "Renewal Subscription Period") equal in duration to the Initial Subscription Period.
3. Each Renewal Subscription Period will be charged to you at the then current fees.
Recovering from a failed recurring payment
1. If we are unable to process your payment for a Renewal Subscription Period at the start of your new billing cycle, you will immediately receive an email notification.
2. You will have a grace period to resume your subscription with a new payment method. During this time, you can continue to use our Services as normal.
3. If you do not resume your subscription your account will move to a no-subscription status and your data will be deleted in accordance with clause 14 "Deletion of account and Application Data".
4. We will send you email notifications when your payment cannot be processed, and again 3 days before your account and Application Data is set to be deleted.
Subscription upgrades or downgrades
1. If you add additional users or products to your subscription during your subscription period, the fees for the additional purchases will be adjusted as follows:
  MONTHLY SUBSCRIPTION
  1. Additional users or products are immediately added to your OnceHub subscription and available for you to assign to users; and
  2. On your next monthly billing date, you will be charged the prorated adjustment for the additional users or products added to your subscription during your previous billing cycle, together with the full amount for the total number of users or products on your subscription product for the following monthly billing cycle.
  ANNUAL SUBSCRIPTION
  1. Additional users or products are immediately added to your OnceHub subscription and available for you to assign to users;
  2. You are immediately charged a prorated adjustment for the users or products that you have added to your subscription for the remainder or your current yearly billing cycle; and
  3. On your next annual billing date, you will be charged the full amount for the total number of users or products on your subscription for the following yearly billing cycle.
Termination
1. You can delete your OnceHub Account at any time in the Account settings section of your OnceHub Account. When you select the option to delete your OnceHub Account you will be given the choice to put your account into a no-subscription status. Your data will be deleted in accordance with clause 14 "Deletion of account and Application Data".
2. You understand and acknowledge that cancellation of our Services shall have the effect of terminating the Agreement, and that you remain responsible for the payment of all applicable fees for the current subscription period.
3. We will, at our sole discretion, consider refund requests made within 3 days of the beginning of a monthly subscription period and within 2 weeks of the beginning of a yearly subscription. Any refund requests made after these time periods will be declined.
4. OnceHub reserves the right to terminate Customer’s use of any free, trial, beta or non-paid Services at any time, in its sole discretion.
Termination for cause and refund
1. Either party may terminate the Agreement if the other party materially breaches this MSA and such breach is incapable of being cured or fails to cure the breach within 30 days after receiving written notice of the breach ("Effective Date of Termination"). Any notice must specify in reasonable detail the nature of the alleged material breach.
2. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the Effective Date of Termination.
3. If this Agreement is terminated by you in accordance with this clause 23, we will refund you any prepaid fees covering the remainder of the term of your subscription after the Effective Date of Termination.
4. If this Agreement is terminated by us in accordance with this clause 23, you will pay any unpaid fees covering the remainder of the term of your subscription to the extent permitted by applicable law.
Confidentiality
1. The Receiving Party agrees to hold in confidence and not use or disclose to anyone Confidential Information of the Disclosing Party, except as necessary to carry out or enforce the terms of this Agreement, or as expressly authorized by the Disclosing Party in writing, and agrees to limit access to Confidential Information of the Disclosing Party to employees and contractors of the Receiving Party who have signed agreements containing confidentiality and data security protections no less stringent than those herein.
2. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, the Receiving Party agrees, to the extent allowed by applicable Laws, to give the Disclosing Party prompt notice of the compelled disclosure. The Receiving Party further agrees to give reasonable assistance to the Disclosing Party, to the extent legally permitted, and at the Disclosing Party’s expense, in any contest by the Disclosing Party to the compelled disclosure.
3. Confidential Information does not include information that:
  1. Became publicly known through no fault of the Receiving Party;
  2. Was properly and lawfully known to the Receiving Party, without restriction, prior to disclosure by the Disclosing Party;
  3. Became properly and lawfully available to the Receiving Party through a third party; or
  4. Was independently developed by the Receiving Party.
Integrating OnceHub with non-OnceHub applications
1. You may integrate your OnceHub account with Non-OnceHub Applications. By using Non-OnceHub Applications, you instruct and grant permission to us to allow the entity providing the application to access Application Data as required for the Non-OnceHub Applications to operate with our Services.
2. You are responsible for compliance with applicable terms of service of the Non-OnceHub Application provider and must promptly remove, modify or disable any Non-OnceHub Application that violates any applicable laws or third-party rights.
General provisions
1. Export compliance. The Services and other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States of America ("USA") and other jurisdictions. Each party represents that it is not named on any USA government denied party list. You shall not permit Users to access or use any of the Services in a USA embargoed country or in violation of any USA export law or regulation.
2. Anti corruption. Both parties shall always act in accordance with applicable law including, without limitation, all applicable anti-corruption laws. A breach of this paragraph shall be considered a material breach of the Agreement entitling the non-breaching party, without regard to any other clause in the Agreement:
  1. To immediately terminate the Agreement and any other agreement between parties without prior notice; and
  2. To compensation for any and all damages caused by such breach without regard to clause 7, "Limitation of liability".
3. Entire agreement and order of precedence. The Agreement is the entire agreement between OnceHub and you regarding your use of our Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a purchase order or in any other Customer order documentation is void.
4. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:
  1. A OnceHub order form or invoice (if applicable);
  2. The DPA;
  3. This MSA; and
  4. The Service Documentation.
5. Waiver. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right.
6. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect.
7. Reservation of rights. Subject to the limited rights expressly granted hereunder, we and our licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to you other than as expressly set out in the Agreement.
8. Surviving provisions. Clauses 18 – "Fees and payment", 24 – "Confidentiality", 17 – "Mutual indemnification", 7 – "Limitation of liability", 23 – "Termination for cause and refund" and 26 – "General provisions" will survive any termination or expiration of the Agreement, and clause 15 – "Security" will survive any termination or expiration of the Agreement for so long as OnceHub retains possession of Application Data.
9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, either party may assign the Agreement in its entirety, without the other party’s consent to its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
10. Changes. We reserve the right to modify this Agreement at any time. You are responsible to read this Agreement regularly. OnceHub will notify you of any changes to this Agreement by posting them on this webpage and updating the "Last Updated" date at the top of this webpage. We will also notify you by email in the case of material changes. Material changes will be effective ten calendar days from the date they were posted to this webpage. All other changes will be effective immediately. Use of our Services after the effective date of any changes to this Agreement will constitute your acceptance of those changes.
11. Titles and headings of sections of this MSA are for convenience only and shall not affect the construction of any provision of the Agreement.
12. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate the Agreement upon written notice. In the event of such a termination, OnceHub will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the receipt of the written notice by OnceHub. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Notices and governing law
1. The address to which Customer should direct notices under the Agreement is:
  OnceHub Inc.
  2093 Philadelphia Pike #5585
  Claymont, DE 19703,
  USA
2. This Agreement and all matters arising out of or relating to the same shall be governed by, and construed in accordance with, the laws of the State of Delaware, U.S.A, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Master Services Agreement

Product

Resources

Company

Contacts