Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, AND AFFILIATE AGREEMENT (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND ONE CLICK SYSTEM, INC AND ITS RESPECTIVE OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “ONE CLICK SYSTEM,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH ONE CLICK SYSTEM RELATED TO THE PLATFORM.

IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE PLATFORM. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED HEREIN BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

One Click System reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

Use of Platform

Age Restrictions

To ensure a responsible and legally compliant environment, the Platform mandates that users must be at least 18 years of age to create an account and engage with its services. This age requirement aligns with the need for users to possess the maturity and legal capacity to understand and agree to the Terms of Service. For minors aged 13 to under 18, parental or legal guardian oversight is required, including supervising the minor's use of the Platform, assuming responsibility for their actions on the Platform, and ensuring that the content is appropriate for the minor. This provision ensures that younger users are safeguarded while allowing them to access the Platform under responsible supervision.

Platform Account Ownership

Registration for a Platform Account necessitates the provision of accurate and current information. The Platform is designed primarily for professional or business use, thereby requiring that the individual registering the account either owns the account personally or is acting on behalf of a business entity. In the latter case, the entity becomes the account owner. This distinction clarifies the account ownership structure and ensures that individuals or entities engaging with the Platform have the appropriate authority and intention.

Intended Use

The Platform is to be used solely for lawful purposes and in a manner consistent with the Terms. This includes the prohibition of any use that violates laws or regulations, ensuring that all necessary licences and permits for operation are obtained, and taking full responsibility for the actions of oneself and one’s customers on the Platform. It also encompasses the accurate representation of the Platform and its services, the legal ownership or control of content provided to the Platform, and the responsibility for the quality and integrity of data shared. Additionally, users are expected to cooperate with law enforcement or regulatory requests, emphasising the Platform’s commitment to legal compliance and ethical operation.

Privacy

The clause emphasises the importance of user consent to One Click System’s handling of personal information in accordance with its Privacy Policy, underscoring a commitment to transparency and user privacy. It stipulates the user's responsibility to adopt and enforce their own privacy policy when providing access to the Platform to their customers, ensuring a level of protection comparable to One Click System’s standards. This section also highlights the necessity for users to obtain explicit consent from their customers for the handling of their data, reflecting a proactive approach to privacy and data protection in line with regulatory requirements.

Login Credentials

Security and confidentiality of login credentials are paramount under this provision, assigning users the full responsibility for safeguarding their account access details and for all activities conducted under their account. It establishes the expectation for users to immediately report any unauthorised access, reinforcing the platform's security posture. The clause also grants One Click System the discretion to disable accounts as a measure against potential breaches or terms violations, emphasising the importance of secure and compliant use of the platform.

Use of Communication Services

This section outlines the user's responsibility when utilising communication features provided by the Platform, such as SMS, MMS, email, and voice calls. It stresses the user's obligation to comply with relevant communication laws, like the TCPA and the CAN-SPAM Act, highlighting the legal complexities associated with digital communications. One Click System positions itself solely as a technology service provider, distancing itself from the content and compliance obligations related to the communications initiated by users through its platform. This distinction underlines the platform's role as an enabler of communication while placing the onus of legal and regulatory compliance squarely on the user, thereby navigating the regulatory landscape surrounding digital communications.

Third Party Services

This clause highlights the use of third-party services within the Platform, noting One Click System's lack of responsibility for their performance and the implications of pausing or deleting parts of a user's Platform Account. It underscores the potential loss of features or functionality, particularly with services like LeadConnector phone numbers or email services, and One Click System's right to release or delete account features to mitigate ongoing costs. This provision emphasises the user's need to understand the integration and dependency on third-party services and the consequences of account changes.

Third Party Content

Users are cautioned about the risks associated with engaging with third-party content on the Platform, emphasising user discretion and the absence of One Click System's endorsement or responsibility for such content. This clause serves to distance One Click System from the opinions, accuracy, and legal implications of third-party content, placing the onus of risk assessment and compliance on the user.

Customisations

This section addresses the user's ability to modify aspects of the Platform for branding purposes but also outlines limitations and One Click System's authority to remove customizations. It emphasises the user's responsibility for intellectual property concerns related to customization and sets boundaries on the extent of such customizations to prevent any misrepresentation of independently developed solutions.

Excessive Use Restrictions

One Click System delineates its stance on data usage, indicating measures that may be taken against excessive or abusive use that impacts Platform performance. This clause underscores a tiered pricing model that accommodates varying levels of data processing and reserves the right to enforce upgrades or restrict usage in response to excessive consumption, safeguarding the Platform's integrity and operational efficiency.

Platform Updates

The provision grants One Click System the flexibility to update or change the Platform without commitment to maintaining specific functionalities or services. This clause ensures users are aware that the Platform's evolution may alter its operation, emphasising the dynamic nature of the service and the absence of guarantees regarding future features or services.

International Use

This section addresses restrictions on use in embargoed countries or by sanctioned individuals and cautions about the appropriateness and legal compliance of accessing the Platform from outside the United States. It highlights the user's responsibility for adhering to local laws, especially concerning Internet-based transactions and international access, underscoring the global considerations and legal complexities of using the Platform from various jurisdictions.

Prohibited Users

Age Restrictions

The following actions constitute Prohibited Uses of the Platform, and engaging in any of these activities constitutes a material breach of this Agreement. Violation may result in immediate suspension or termination of your Platform Account, in line with these Terms:

  • Utilising the Platform in a manner that breaches any applicable law or regulation.

  • Employing the Platform to exploit, harm, or attempt to exploit or harm individuals in any way.

  • Using the Platform to send, receive, upload, download, use, or re-use materials that fail to comply with these Terms.

  • Utilising the Platform to transmit, or facilitate the transmission of, any unlawful advertising or promotional material, including “junk mail,” “chain letter,” “spam,” or any similar solicitation.

  • Impersonating or attempting to impersonate One Click System, a One Click System employee, another user, or any other person or entity (including, without limitation, using email addresses or usernames associated with any of the aforementioned).

  • Engaging in behaviour that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by One Click System, could harm the Platform users or expose them or One Click System to liability.

  • Using the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real-time activities through the Platform.

  • Using any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.

  • Employing any manual process to monitor or copy any material on the Platform or for any other unauthorised purpose without our prior written consent.

  • Using any device, software, or routine that interferes with the proper working of the Platform.

  • Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

  • Attempting to gain unauthorised access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.

  • Launching a denial-of-service attack or a distributed denial-of-service attack against the Platform.

  • Otherwise attempting to interfere with the proper working of the Platform.

Compliance with these provisions is essential for maintaining a safe, legal, and productive environment for all users of the Platform.

Payment

a. Fees. Your commitment to using the Platform entails the obligation to pay all associated Fees promptly. Be aware that Fees are subject to change over time. Importantly, all Fees are quoted excluding any Communication Surcharges, which you are also responsible for covering. These Surcharges will be clearly itemised on your invoice for transparency. Please note, both Fees and Communication Surcharges are nonrefundable, ensuring you are aware of the commitment upon payment. Fees will be charged to the credit card information we have on file for you. Subscription Fees will be billed in advance, aligning with the provision of Services. It is crucial that you provide accurate and complete billing information, including any necessary updates within 10 days of such changes, to avoid any billing issues.

b. Noncancellable Fees. Certain service subscriptions include a non-cancellable minimum subscription commitment, ensuring a fixed duration of service that cannot be terminated prematurely. Fees associated with these non-cancellable commitments will continue to be billed automatically until the specified commitment period is completed, underscoring the importance of understanding the terms before entering into such agreements.

c. No Mark Ups. The terms prohibit the practice of marking up or increasing One Click System Fees when passing these costs onto your customers or third parties. You bear full responsibility for all Fees and related expenses passed through, including refunds and chargebacks. One Click System's role does not extend to mediating disputes or resolving issues related to these pass-through Fees between you and your customers, emphasising the need for clear communication and agreement on these matters independently.

d. Taxes. You are solely responsible for any taxes and other governmental assessments (“Taxes”) related to your use of the Platform, including all Taxes associated with transactions between you and your customers. One Click System may collect Taxes from you as part of the Fees as legally required or as One Click System deems appropriate, and all One Click System determinations regarding what Taxes to collect are final. One Click System may recalculate and collect additional Taxes from you if it determines that they are due at any point. You will indemnify One Click System for all claims related to Taxes that are associated with your activities on the Platform, including any Taxes related to your transactions with your customers. Taxes are nonrefundable.

e. Overdue Amounts. If your credit card company declines or refuses to pay the amount owed for the Services purchased, you agree that we may suspend or terminate your use of the Platform and/or delivery of Services and may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

f. Payment Disputes. You will notify us in writing within sixty (60) days of the date we bill you for any invoiced Fees or charges you wish to dispute. You must pay all invoiced Fees and charges while the dispute is pending, or you waive the right to pursue the dispute. You must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All One Click System determinations regarding your obligation to pay invoiced Fees and charges are final.

g. No Refunds or Credits. Except as described below, all Fees assessed by One Click System are non-refundable. You are solely responsible for any excess Fees incurred by you as a result of an error or omission made by you or a third party. One Click System does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions. If you sign up for a subscription but do not access the Service or Platform, you are still responsible for all Fees during the term of your subscription. Except as may be required by law, One Click System reserves the right to issue or deny a refund or credit in its sole discretion, at any time, for any reason, and One Click System’s determination to issue or deny a refund or credit is final.

h. Cancellations. You are solely responsible for the cancellation of Services associated with your account, and you will be responsible for all Fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the Services associated with your account.

i. Your Responsibility For Financial Transactions. You are solely responsible for all financial transactions between you and your customers on the Platform or using the Services, including transactions conducted using billing tools enabled by the Services. You are exclusively responsible for all chargebacks related to activities of you and your customers, regardless of the reason for the chargeback.

Affiliate Program

One Click System offers an Affiliate Program under which customers may receive commissions for referring new accounts to One Click System. Your participation in the Affiliate Program is subject to One Click System’s approval and your acceptance of the Affiliate Agreement, a copy of which is available here and is incorporated herein by reference. You must establish a payment account linked to your One Click System account in order to earn and receive commission payouts. Commissions may be forfeited if One Click System is unable to submit payment to your payment account for any reason.

Intellectual Property

Platform Content: The Platform and Platform Content are the property of One Click System or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below. One Click System grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive licence to access and use the Platform Content while using the Platform for the purpose of making the Platform available to You and Your customers. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of One Click System is strictly prohibited.

One Click System Marks: One Click System Marks are trademarks and services marks of One Click System and may not be used without advance written permission of One Click System, including in connection with any product or service that is not provided by One Click System, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresented One Click System. You may not remove any One Click System Marks or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform or Platform Content. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners. Third-party websites may feature One Click System Marks, with or without authorization, and such usage of One Click System Marks does not constitute or imply any approval, sponsorship, or endorsement by One Click System.

User Contributions: User Contributions are deemed non-confidential and non-proprietary. You grant One Click System, our service providers, and each of their licensees, successors, and assign the perpetual right to use, reproduce, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for any purpose. You also grant One Click System the right to use Your Information and User Contributions to improve the Platform, develop new services, and/or improve One Click System’s overall product offerings and business model. One Click System is not responsible or liable to any third party for the content or accuracy of any User Contributions, nor do we endorse the User Contributions of third parties. One Click System is not responsible for any failure or delay in removing User Contributions that violate the Terms. One Click System reserves the right to delete or otherwise remove any User Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. You represent and warrant that: (i) You own or control all rights in and to the User Contributions and have the right to grant the licence granted above; (ii) All of your User Contributions comply with these Terms; and (iii) You understand and acknowledge that you are responsible for the legality, reliability, accuracy, and appropriateness of your User Contribution.

Prohibited User Contributions: You are prohibited from posting User Contributions on the Platform that: (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or include graphic descriptions of sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) Breach the security of, compromise or otherwise allow access to secured, protected, or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via your Platform account.

Feedback: If you provide Feedback, you agree and acknowledge that your submission of Feedback is voluntary, non-confidential, and gratuitous, and One Click System has no obligation to use the Feedback. You grant One Click System and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free licence to use any Feedback you submit to One Click System without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The licence includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, licence the Feedback, and all rights therein, in the name of One Click System or its designees throughout the universe in perpetuity in any and all media now or hereafter known. You represent that the Feedback is your own original work, you have all necessary rights to disclose the Feedback to One Click System, and neither your disclosure of the Feedback nor One Click System's review and/or use of the Feedback will infringe upon the rights of any other individual or entity. If your Feedback is the subject of a patent that is pending or has been issued, you are required to disclose that fact to One Click System.

Feedback Waiver: You hereby irrevocably release and forever discharge One Click System from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against One Click System with respect to the Feedback, including without limitation how One Click System directly or indirectly uses the Feedback. You agree that you are responsible for the content of the Feedback and further agree (at One Click System's option and at your sole expense) to defend, indemnify, and hold One Click System harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys' fees, which One Click System may incur as a result of use of the Feedback in accordance with these Terms.

Copyright: Digital Millennium Copyright Act. If you believe that Your copyrights have been infringed, or that your intellectual property rights have been otherwise violated by a third party’s use of our Platform, you should notify us of your infringement claim in accordance with the procedure set forth below. We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to support@oneclicksystem.ai (Subject line: “DMCA Takedown Request”) and mailed to the designated copyright agent address below.

To be effective, the notification must be in writing and contain the following information:

  • An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest.

  • A description of the copyrighted work or other intellectual property that you claim has been infringed;

  • A description of where the material that you claim is infringing is located on the Platform, with enough detail that we may locate it;

  • Your address, telephone number, and email address;

  • A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright or intellectual property owner, its agent, or the law; and

  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner's behalf.

Counter-Notice: If you believe that your User Contribution that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload or display the content in your User Contribution, you may send a written counter-notice containing the following information to the above-listed Copyright Agent:

  • Your physical or electronic signature;

  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

  • A statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

  • Your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, we will send a copy of the counter-notice to the original complaining party, informing that person that One Click System may repost the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be reposted, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

We may, at our sole discretion, limit access to the Platform and/or terminate the account of any user who infringes any intellectual property rights of others.

Disclaimers


THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT ONE CLICK SYSTEM HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT ONE CLICK SYSTEM IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.

ONE CLICK SYSTEM MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION

Limitation of Liability, Indemnification, and Mitigation


Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability.

IN NO EVENT SHALL ONE CLICK SYSTEM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS OR SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THIRD PARTIES THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold One Click System harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform (“Claims”), including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms by you, your employees, agents, or customers; (c) the wrongful use or possession of any One Click System property by you, your employees, agents, or customers; (d) any negligence, gross negligence or wilful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers; (f) violation(s) of applicable law by you, your employees, agents, or customers; (g) your actions and the actions of your employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email, or other communications using the Services; (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users, (2) you and your client(s), and/or (3) your customers. If the Platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the Platform non-infringing; or (c) require you to immediately cease any use of the Platform.

Limitation On Time To File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to One Click System for which monetary damages would not be an adequate remedy, and One Click System shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

Waiver And Severability

You agree that a breach of these Terms will cause irreparable injury to One Click System for which monetary damages would not be an adequate remedy, and One Click System shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

No waiver by One Click System of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of One Click System to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Change of Control

One Click System may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without One Click System’s prior written consent which may be withheld at One Click System’s sole discretion.

Entire Agreement

Except as noted below, these Terms constitute the sole and entire agreement between you and One Click System with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.  These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorised representative of One Click System.

One Click System may enter into a separate agreement with you. The terms of any separate agreement between you and One Click System will be considered a part of your entire agreement with One Click System. To the extent there is a conflict between these Terms and the terms of your separate agreement with One Click System, your separate agreement with One Click System will control.

Term and Termination

These Terms will remain in full force and effect so long as you maintain a Platform Account. The sections of these Terms that are intended to survive termination of your Platform Account will remain binding even after you are no longer a Platform user.

a. Grounds for Termination. You agree that One Click System, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs, or losses resulting therefrom. Any suspected fraudulent, abusive, or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. One Click System reserves the right to delete Platform Accounts that have remained inactive for at least one (1) year.

b. No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. One Click System is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regard to your Platform access.

c. How to Terminate or Make Adjustments. If you, for any reason, would like to terminate your access to the Platform or make adjustments, One Click System requires written notice at least 30 days before your next billing date.

d. No Termination by Third Party Users. One Click System has limited access to subscriptions not directly purchased from us. Any user who has been given access to the Platform by any party other than One Click System must contact the party who originally provided access to the Platform for any inquiries related to termination.

e. Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labour disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the State of Victoria, Australia, will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws.

Any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration administered in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Rules, then in effect, unless otherwise agreed upon by the parties. This arbitration provision is subject to the Commercial Arbitration Act 2011 (Vic). The arbitration proceedings shall be held in Melbourne, Victoria. Any arbitration award may be entered in a court of competent jurisdiction within Victoria.

All claims and disputes within the scope of this arbitration agreement must be arbitrated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

Communications and Contact Information

All notices to a party shall be in writing and shall be made via email. Notices to One Click System must be sent to support@oneclicksystem.ai. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record. Notices are effective on receipt.

One Click System may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact information. If you no longer wish to receive communications from One Click System, you can click on the “unsubscribe link” provided in such communications or contact us at support@oneclicksystem.ai.

When you create a Platform account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. One Click System will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from One Click System, do not respond to the email and notify One Click System by emailing us at support@oneclicksystem.ai.

For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please contact us at support@oneclicksystem.ai.

Definitions

“Communication Surcharges” means any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges related to your use of the Platform.

"Feedback” means ideas You provide to One Click System regarding improvements, enhancements, new features, new products, or other concepts related to the Platform, Services, or other matters related to One Click System’s business.

“Fees” means any fees associated with the Platform, including but not limited to the monthly subscription services fee and any fees associated with add-in Services that you may purchase.

"One Click System Marks” means the One Click System name and related logos and service marks of One Click System.

“Information” means data about You and Your customers that One Click System collects on the Platform, including but not limited to information required to create a Platform Account and use the Platform for the intended purpose.

“Login Credentials” means the username and password used to access your Platform Account.

“Platform” means any Services, Training, content, functionality, communication channels, and software or other services or features offered to customers on or through One Click System’s website or mobile application.

“Platform Account” means the account you created in order to access and use the Platform.

“Platform Content” means content, data, features, and functionality, including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform. Platform Content does not include User Contributions.

“Prohibited Conduct” means the behaviours described in Section 3.

“Services” means the variety of product integrations and services that One Click System makes available on the Platform. Services may include Third Party Services

“Sub-Account” means a subscription for one business under a Platform Account.

“Third Party Content” means content, promotions or offers provided by third parties or links to external third-party websites that may be accessible on the Platform.

“Third Party Services” means any Services or other services owned and provided by a third-party vendor that One Click System makes available to You as a Service on or through the Platform.

“Training” means any training, information or suggested usages conveyed by One Click System about the Platform.

“User Contributions” means content or materials that you post, submit, upload, publish, display, or transmit on or through the Platform or to One Click System directly.

“You” or “you” or any derivatives thereof means the individual who accepted the Terms or the business entity that the individual represents. “You” also includes any and all agents, employees, or third parties that are authorised to act on your behalf.