These Platform Terms of Service (“Terms”) govern access to and use of Onsharp's hosted software platforms and subscription services, including Onsharp Core and Onsharp Connect, and any related websites, applications, and services we make available (collectively, the “Services”).
These Terms form a legally binding agreement between Onsharp, Inc. (“Onsharp,” “we,” “us,” or “our”) and the entity or individual accessing or using the Services (“Customer,” “you,” or “your”).
By accessing or using the Services, you agree to these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
1. Definitions
For purposes of these Terms:
- “Authorized Users” means Customer's employees, contractors, agents, and other individuals permitted by Customer to access and use the Services under Customer's account.
- “Customer Data” means all data, content, files, information, and materials submitted to, stored in, or transmitted through the Services by or on behalf of Customer or its Authorized Users.
- “Documentation” means user guides, training materials, technical documentation, and other instructions we make available for the Services.
- “Order Form” means an ordering document, subscription agreement, online checkout flow, or similar ordering process that references these Terms and specifies the Services purchased, subscription term, and applicable fees.
- “Professional Services” means implementation, onboarding, configuration, consulting, training, integration services, development services, or other professional services performed by Onsharp.
- “Subscription Term” means the period during which Customer has agreed to subscribe to the Services as specified in an Order Form.
- “Subprocessor” means a third-party service provider engaged by Onsharp to process Customer Data to support delivery of the Services.
2. Scope; Access to the Services
2.1 Access Grant
Subject to these Terms and timely payment of all applicable fees, Onsharp grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services and Documentation for Customer's internal business purposes.
2.2 Service Updates
We may modify, update, or enhance the Services from time to time. We may add or remove features or functionality, provided we do not materially reduce the core functionality of the Services during an active paid Subscription Term.
2.3 Beta / Pre-Release Features
From time to time, we may offer features identified as alpha, beta, preview, early access, or similar (“Beta Features”). Beta Features may be changed or discontinued at any time and are provided “as is” without warranties or service commitments.
3. Accounts; Authorized Users
3.1 Account Responsibility
Customer is responsible for all activity occurring under its account, including activity by Authorized Users.
3.2 Credentials
Customer will ensure that all Authorized Users keep their login credentials confidential and will promptly notify Onsharp of any unauthorized access or suspected compromise.
3.3 Compliance
Customer is responsible for ensuring its use of the Services complies with applicable laws and regulations.
4. Acceptable Use
Customer and Authorized Users must comply with Onsharp's Acceptable Use Policy (“AUP”), which is incorporated into these Terms by reference and available at: Acceptable Use Policy.
Without limiting the AUP, Customer will not (and will not permit any Authorized User to):
- use the Services for unlawful, harmful, fraudulent, or abusive purposes;
- attempt to gain unauthorized access to systems, networks, or data;
- interfere with or disrupt the Services or compromise system integrity;
- reverse engineer, decompile, or attempt to discover source code or underlying components of the Services (except to the extent prohibited by law);
- upload or transmit malware or malicious code.
We may suspend or terminate access to the Services for violations of this Section or the AUP.
5. Customer Data; Privacy; Security
5.1 Ownership of Customer Data
As between the parties, Customer retains all rights, title, and interest in and to Customer Data. Onsharp does not claim ownership of Customer Data.
5.2 Use of Customer Data
Onsharp may access, process, and use Customer Data solely to: (a) provide, maintain, and support the Services; (b) secure the Services and prevent fraud or abuse; (c) comply with applicable law; and (d) improve the Services as permitted in Section 5.5.
5.3 Privacy Policy
Our Privacy Policy is incorporated by reference and available at: Privacy Policy.
5.4 Security
Onsharp will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. Such safeguards include, as applicable, access logging and monitoring of production systems, logical segregation of customer environments, and encryption of Customer Data in transit and at rest. Onsharp may make additional information about its security practices available to Customer upon request.
5.5 Aggregated / De-identified Data
Onsharp may create and use aggregated and/or de-identified data derived from Customer Data or use of the Services for analytics, benchmarking, and product improvement, provided such data does not identify Customer or any individual and does not contain personal information.
5.6 Restricted Data
Customer will not submit to the Services any data regulated under HIPAA, PCI DSS, GLBA, or similar laws or industry standards (“Restricted Data”) unless expressly agreed in writing by Onsharp.
5.7 Security Incident Notification
Onsharp will notify Customer without undue delay after Onsharp confirms an unauthorized access to or disclosure of Customer Data (a “Security Incident”), and will provide information reasonably necessary for Customer to meet its notification obligations under applicable law.
5.8 Customer Cooperation
Customer will promptly notify Onsharp if it becomes aware of any unauthorized access to Customer's account or credentials and will reasonably cooperate with Onsharp's investigation and remediation efforts.
6. Fees; Billing; Taxes
6.1 Fees
Customer will pay all fees set forth in the applicable Order Form.
6.2 Payment Terms
Unless otherwise stated in the Order Form: (a) fees are due in advance; and (b) fees are non-refundable except as required by law or expressly stated in the Order Form.
6.3 Renewal
Subscriptions may renew automatically for successive terms equal to the prior Subscription Term unless either party provides written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.
6.4 Late Payments
If Customer fails to pay fees when due, Onsharp may suspend access to the Services until amounts are paid.
6.5 Taxes
Fees are exclusive of all taxes. Customer is responsible for applicable taxes, duties, and governmental charges, excluding taxes based on Onsharp's income.
7. Third-Party Integrations
The Services may integrate or interoperate with third-party products and services (e.g., HubSpot). Customer's use of third-party services is governed by the third party's terms. Onsharp is not responsible for third-party products or services.
8. Subprocessors
Customer acknowledges that Onsharp may use Subprocessors to support delivery of the Services. Onsharp will maintain appropriate contractual protections with Subprocessors designed to protect Customer Data and will remain responsible for its Subprocessors' performance of their obligations to the extent applicable to the Services. Onsharp may make available a list of Subprocessors upon request.
9. Intellectual Property
9.1 Onsharp IP
As between the parties, Onsharp retains all right, title, and interest in and to the Services, Documentation, and all related technology and intellectual property.
9.2 Customer IP
Customer retains all right, title, and interest in Customer Data and Customer's pre-existing intellectual property.
9.3 Feedback
If Customer provides feedback, suggestions, or ideas regarding the Services, Customer grants Onsharp a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such feedback without restriction or obligation.
10. Support; Service Levels
10.1 Support
Onsharp will provide support in accordance with the support plan included in the applicable Order Form or Documentation.
10.2 Service Levels
If Onsharp offers a Service Level Agreement (“SLA”) for a specific plan or product, it will be posted at the /legal page or referenced in the applicable Order Form.
11. Professional Services
Professional Services (if any) are not governed by these Terms. Professional Services will be governed by a separate written agreement, such as a Master Services Agreement (“MSA”) and one or more Statements of Work (“SOWs”).
12. Confidentiality
Each party (“Receiving Party”) may receive Confidential Information of the other party (“Disclosing Party”). “Confidential Information” means non-public information disclosed by the Disclosing Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, product plans, security information, pricing, and business and technical information.
The Receiving Party will (a) protect the Confidential Information using at least reasonable care, (b) use Confidential Information only to perform its obligations or exercise its rights under these Terms, and (c) not disclose Confidential Information to any third party except to its employees, contractors, and Subprocessors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.
Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known by the Receiving Party prior to receipt from the Disclosing Party; (iii) is received from a third party without breach of any obligation; or (iv) is independently developed without use of the Confidential Information.
If the Receiving Party is required by law to disclose Confidential Information, it will (to the extent legally permitted) provide the Disclosing Party with prompt notice and reasonable assistance to seek protective treatment.
Upon termination of these Terms, each party will return or destroy the other party's Confidential Information upon request, except that the Receiving Party may retain copies as required for legal, regulatory, or legitimate business recordkeeping purposes, provided such retained information remains protected.
13. Term; Termination
13.1 Term
These Terms begin on the earlier of (a) Customer's acceptance of these Terms or (b) Customer's first access to the Services, and continue until terminated in accordance with these Terms.
13.2 Termination for Cause
Either party may terminate these Terms or an Order Form if the other party materially breaches and fails to cure the breach within thirty (30) days after written notice. Onsharp may terminate immediately for serious violations of the AUP or security-related misuse.
13.3 Effect of Termination
Upon termination: (a) Customer's right to access and use the Services will end; and (b) Customer will remain responsible for fees accrued through the termination date.
13.4 Customer Data Export and Deletion
Customer is responsible for exporting Customer Data prior to closing its account. Following account closure or termination, Customer Data will be retained for thirty (30) days in an “expired” state, after which Customer Data will be deleted or de-identified, unless Onsharp is legally required to retain it. Customer acknowledges that Customer Data may remain in backups for a limited period consistent with Onsharp's backup and retention practices. Onsharp will delete Customer Data in a manner consistent with its secure deletion standards.
14. Disclaimers
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONSHARP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
ONSHARP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
15.1 Exclusion of Damages
IN NO EVENT WILL ONSHARP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Liability Cap
IN NO EVENT WILL ONSHARP'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE AMOUNT PAID BY CUSTOMER TO ONSHARP FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Some jurisdictions do not allow certain limitations, so some of the above may not apply.
16. Indemnification
16.1 By Customer
Customer will indemnify, defend, and hold harmless Onsharp and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data; (b) Customer's use of the Services in violation of these Terms or the AUP; or (c) Customer's violation of applicable law.
17. Suspension
Onsharp may suspend Customer's access to the Services immediately if: (a) Customer violates the AUP; (b) Customer's use poses a security risk or may adversely impact the Services or other customers; (c) Onsharp is required to do so by law; or (d) fees are overdue. We will use reasonable efforts to provide notice of suspension when practicable.
17.1 Suspended Accounts
If Customer's account is suspended for non-payment or material violations of these Terms or the AUP, Customer will have a thirty (30) day grace period to cure the issue and restore the account to good standing. During suspension, Customer may not be able to access the Services or export Customer Data. If Customer does not cure within the grace period, the account may be closed and Customer Data will be retained for an additional thirty (30) days in an expired state before deletion, unless legally required to retain it.
18. Vulnerability Management (Informational)
Onsharp maintains a vulnerability management program designed to identify, assess, prioritize, and remediate security vulnerabilities affecting the Services.
19. Changes to These Terms
We may update these Terms from time to time. If changes are material, we will provide notice (for example by posting within the Services or by email). Continued use of the Services after the effective date of the updated Terms constitutes acceptance.
20. Informal Resolution; Governing Law; Venue
20.1 Informal Resolution
Before either party initiates any legal action or proceeding relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute informally. The party raising the dispute must provide written notice describing the nature of the dispute and the relief requested. The parties will use good faith efforts to resolve the dispute within thirty (30) days after receipt of such notice. Nothing in this section prevents either party from seeking injunctive or equitable relief to prevent actual or threatened misuse of intellectual property, unauthorized access, or security breaches.
20.2 Governing Law
These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the State of North Dakota, without regard to its conflict of laws rules.
20.3 Venue
The parties agree that any legal action or proceeding arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Cass County, North Dakota, and each party irrevocably submits to the personal jurisdiction and venue of such courts.
21. Miscellaneous
21.1 Assignment
Customer may not assign or transfer these Terms without Onsharp's prior written consent. Onsharp may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.
21.2 Entire Agreement
These Terms, together with any applicable Order Form and referenced policies, constitute the entire agreement between the parties regarding Customer's use of the Services and supersede all prior or contemporaneous agreements relating to the Services.
21.3 Severability
If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.
21.4 Waiver
Failure to enforce any provision of these Terms is not a waiver.
21.5 Force Majeure
Onsharp will not be liable for delays or failure to perform due to causes beyond its reasonable control.
22. Contact Information
Questions about these Terms may be directed to:
Onsharp, Inc.
3415 39th St S
Fargo, ND 58104
Email: legal@onsharp.com