Terms and Conditions of Service
Introduction & Scope.
Welcome, these are the Terms and Conditions of Service (hereinafter, the “Terms”) for our platform available through the One Channel mobile application software (the “App”), along with the URL www.onechannel.one (the “Site”), including its sub-domains and its mobile optimized versions, along with any products and services offered thereby.
These Terms shall supplement our Privacy Policy (the “Policy”, available at — URL —), incorporated herein by reference.
The Site, the App and any provided products and services are proudly delivered by the Instinct Technology Ltd. team (hereinafter all defined terms and the legal entity shall all be collectively referred to as “One Channel”).
The following terminology applies to our Terms, Policy and other guidelines and agreements indicated by us from time to time: “client”, “user”, “you” and “your” refers to you, the person logged on this Site and in compliance with our terms and conditions. The words “ourselves”, “we”, “our” and “us”, refers to us and our parent and holding companies. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to the same.
All terms hereof refer to the offer, acceptance, and consideration of payment necessary to undertake the process of our assistance to the user in the most appropriate manner for the express purpose of meeting each of our customer’s needs in respect of the provision of One Channel’s stated Services, in accordance with and subject to prevailing applicable laws for our sale of goods.
Henceforth, by accessing One Channel, on behalf of yourself or the entity that you represent, you represent and warrant that you have the right, authority, and capacity to enter into both these Terms and our Policy (on behalf of yourself or the entity that you represent), in accordance with all applicable laws and regulations. If you do not agree with any of these Terms, you are prohibited from using or accessing One Channel. Please, ensure that you read them thoroughly, because, by using One Channel, you consent to these Terms.
Finally, these terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
Services Offered.
One Channel provides a password management mobile application software platform which allows users to securely manage access to certain credentials to third party platforms such as Netflix, HBO, Disney, Hulu and Amazon (the “Platforms”); all this in order for users to set up a main admin account which will provide main access credentials (the “Data”) for the Platforms in a free, secure, temporary, encrypted and readily available manner (the “Admin Account”); and for other users to create enjoyer accounts which will be able to temporary receive access to the Data from the Admin Account and, in turn, use One Channel as a secure pass-through means to access the Platforms on their mobile device (the “Enjoyer Account”).
Accordingly, One Channel allows users to split the cost of subscribing to the Platforms while not disclosing any username or password to any third party. The aforementioned functionalities and other functionalities which may be provided by One Channel from time to time shall be referred to as the “Services”, which will be provided to: (i) visitors that browse the Site; (ii) registered users; and (iii) any other users that have opened an account, all subject to the following Terms.
There are additional terms and conditions and privacy policies which all users will need to accept, particularly the ones of Apple Inc. and Google Inc. and their affiliates and subsidiaries (the “App Stores”). One Channel makes notice that such third party entities not related to the Services, and all users ought to read, understand and accept such independent documents. Upon the case of any conflict among these Term and the ones of any third party entity, the latter will govern the relationship with the end user.
In summary, once you create a paid Enjoyer Account, you will be able to use the App to automatically and securely receive encrypted Data to access one of your preferred Platform via the password manager options of the latest versions of the App Stores.
Limited Guarantee.
One Channel shall make all commercially reasonable efforts to ensure that any interface or integration with the App Stores and the Platforms and any other third party provider or system which is part of the Services operates correctly. Notwithstanding, you acknowledge that the successful operation of any interface or integration is dependent upon the technical set up of said third party systems, including cloud services, mobile carrier, Internet connection and other infrastructure.
Accordingly, you agree that: (i) One Channel cannot be held liable for any failures in the operation of the interface or integration of our platforms resulting from acts or omissions by you or the third party; (ii) One Channel shall have no liability or obligation whatsoever to you in relation to the content on or use of, or correspondence with any third party website or service made available via the Services.
One Channel cannot guarantee that any Platform will detect multiple Enjoyer Accounts entering from various IP addresses and, in turn, cancel the Admin Account or ban the IP of the Enjoyer Account or not.
Admin Accounts are subject to the main user to have a valid subscription and payment account with the Platforms, which due to the nature of our Services, are provided for free in furtherance of our user community and business goodwill. Users may cancel their Admin Accounts at any moment, without liability. They may also decide to change their password or username to the Admin Account at any time.
While we cannot fully guarantee that you will have access to any Platform at any moment, by subscribing to the Service the users get access to the pool of Admin Accounts, and thus all Enjoyer Accounts should gets access to the Platforms any time they request in through the App. Upon the case where the Admin Account changes the password, One Channel will automatically match the Enjoyer Account with another Admin Account. Upon the case where the Admin Account is banned by a Platform, One Channel will automatically match the Enjoyer Account with another Admin Account.
If an issue arises with regard to the effective operation of an interface or integration to a third party provider or system, One Channel will use its commercially reasonable efforts to resolve the issue.
Account Registration, Verification and Safety.
In order to use our Services, you must create an account, including all mandatory fields on the registration form. You must provide accurate and complete information, and you hereby agree to keep the password chosen upon creating your account as confidential and not to communicate it to third parties.
If you lose or disclose it, you must promptly inform us. You are solely responsible for the activity that occurs on your account and for keeping your password secure and confidential, and must notify us immediately of any breach or unauthorized use of your account.
Account Suspension & Termination.
One Channel encourages you to report violations of our guidelines and Terms. We reserve the right, at our sole and final discretion, to deactivate, freeze, suspend or terminate any account upon any factual or alleged breach of these Terms. You must notify us immediately of any change in your eligibility to use our platform, or if you suspect a breach of security or unauthorized use of your account.
Users undertaking conducts that may constitute a factual –or even alleged– breach of these Terms, including but not limiting, using automated mechanisms to make fraudulent communications, may become subject to immediate account suspension/termination, at our sole and final discretion, without notice and without responsibility.
You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to One Channel or our Services.
You may terminate your account at any time by going to the “delete account” button located inside the “Edit Profile” section which can be accessed through the dropdown at the side of your username. We may terminate or suspend your One Channel account if you go contrary to any One Channel policies or for any other reason(s), which we will notify you about. Upon termination of customer accounts, we will inform each customer of the matter, indicating the time remaining for data retrieval before final inaccessibility.
Payment Terms.
In the future, we may rely on authorized third-party payment processors in order to bill you through a payment account linked to you, and henceforth you hereby authorize us to charge the pertinent fees through your indicated payment processing account. Sensitive financial details are stored only by our payment providers.
Such third party payment processors are also the ones that process, manage, operate and deliver the payments of your end customers, not One Channel. For more information, please refer to the terms of use of our third party payment processing platform, which may include Stripe and others.
Accordingly, One Channel shall not be held responsible for any and all errors, fees and currency conversion fees by our payment processors, and you should review its terms and policies from time to time, which will govern the provision of services to you.
Billing and Subscription Terms.
Some of our Services offering will be provided free of cost to users while and other will be available only to registered users. Most portions of our Service will be available for users paying a recurring subscription, and in such case we will indicate the payment options (e.g. monthly, quarterly or yearly), where your payment processing account will be charged an mount periodically. Your paid account will automatically renew until before the end of the then current subscription period. Your account will be charged for renewal prior to the end of the current period (e.g. on a 30 day period, billing will be done on the 31st day). All information and personal data provided during a paid or free trial subscription will be treated as per the terms of our Policy and/or the privacy policies of our third party service providers.
You can change or cancel your current subscription during the active period, and you will be able to use the paid functionalities of the Services until the subscription period ends. You can elect to upgrade, downgrade or cancel your subscription at any time, by accessing your account and following the necessary steps or by contacting us.
Disputes & Charge-Backs.
In the future, users may provide us with valid and current billing information. Except as expressly set forth herein, all payment charges are final and non-cancelable. If we detect any chargeback or if any payment is not received by us or our payment processors for any reason, you will promptly pay us any and all amounts due to us upon notice. Any failure or inability by us to process any payment hereunder does not relieve you from your payment obligations.
A chargeback is typically caused when a customer disputes a charge that appears on their bank or payment processing statement. A charge-back may result in the reversal of a transaction, with the amount charged back to you. You can be assessed charge-backs for: (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with payment processor network rules or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by our payment processor or the institutions handling the transaction.
When a chargeback is issued, you are immediately liable to One Channel for the full amount of payment of the chargeback, plus any associated fees, fines, expenses or penalties (including those assessed by our payment processor or the financial institutions handling the transaction). Accordingly, you hereby represent and warrant that you expressly appoint One Channel as your agent, with full power to recover these amounts by debiting your account or setting off any amounts owed to you by us.
If we are unable to recover funds related to a charge-back for which you are liable, you will pay us the full amount of the chargeback immediately upon demand; thus you agree to pay all costs and expenses, including without limitation, costs assessed by our payment processor, legal fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid charge-backs unpaid by you.
Refund Policy.
If you have a problem with your payment, please contact us as soon as possible. Depending on each case, you may be cancel payment for your Enjoyer Account at no charge within the first seven (7) days after purchase. For other concerns, please include a description of the Service’s functionality in question, including the reason for your technical query, your name, address, account info and payment details. Our refund policies apply only to our Services, and not to the services which the Platforms or App Stores.
Updates & Amendments.
One Channel reserves the right to modify, amend, suspend, terminate, upgrade, update, or otherwise modify these Terms, the Policy and the Services at any time and without notice. Any changes will be displayed in the Site and the App, and we may notify you by email. Please refer to the last effective date where changes were last undertaken by us. Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.
Parental Notice.
One Channel encourages parents, legal guardians and responsible adults to be actively involved in the safe use of the Internet by children and minors. One Channel does not knowingly provide its Services to persons under the age of eighteen (18). If you are under such age, you may only access One Channel and our Services under the direct supervision of your parent or legal guardian.
We reserve the right to request any and all applicable proof of identification and consent proof from our users, at any moment, without prior notice, and at our sole and final discretion. Upon the failure to provide such proof of age, we reserve the right to immediately freeze, block or cancel the account, with no liability.
Users are prohibited from providing One Channel with personally identifiable information of persons under the age of thirteen (13) without the consent of their parents or legal guardians. One Channel does not knowingly collect any kind of information from any person under the age of thirteen (13), and will delete any related information thereto. For more information, please read our Policy.
User Privacy.
By disclosing any data and personally identifying information to us, you agree to our Policy, including the collection, process, storage and disclosure of such personally identifiable information, including to our affiliates, partners and clients. We will ask for your express consent, including for inclusion into our newsletters, updates, and follow ups. Using One Channel means that you accept our Policy, regardless of whether you are a registered user or not.
App Store Terms.
This section will apply to the latest version of our App which now or in the future might be distributed via the App Stores. You hereby acknowledge and agree that these Terms are executed between One Channel and you, and not between the App Stores. Henceforth, the license granted to you for the App is also limited to a non-transferable license to use the App an authorized third party device activated product that you own or control, and as permitted by the terms of use set forth in the applicable App Store.
These Terms may not provide for usage rules for the App that are less restrictive than the usage rules set forth for licensed applications that otherwise are in conflict with the App Stores’ terms of service or that otherwise are in conflict with their respective of use, the more restrictive terms shall govern.
One Channel, and not any such third party app store provider, shall be solely responsible for the App, the Services and any and all content thereof. One Channel is solely responsible for the App, the Services and any content therein.
As our end user, you hereby represent and warrant that you will comply with any and all applicable third party terms of agreement when using the App (e.g. wireless data carrier terms, Wi-Fi’s hotspot terms).
In the event of any failure of the App to conform to any applicable warranty, you may notify either App Store, and they may refund you the purchase price for the App only (if any); and, to the maximum extent permitted by applicable law, neither App Store will have other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be One Channel’s responsibility.
One Channel is solely responsible for providing any maintenance and support services with respect to the App, and neither App Store shall have any obligation to furnish any maintenance and support services thereof.
One Channel, and not the App Stores, is the one responsible for addressing any claims of the end user or any third party relating to the App or the end user’s possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App’s use by One Channel.
These Terms may not limit One Channel’s liability to the end user beyond what is permitted by applicable law. In the event of any third party claim that the App or the end user’s possession and use of that App infringes that any third party’s intellectual property rights, One Channel and/or the end user, and not the App Stores, will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
In the event of any failure of the App to conform to any applicable warranty, you may notify the App Stores, and they may refund you the purchase price for the App only (if any); and, to the maximum extent permitted by applicable law, neither App Store will have other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will One Channel’s responsibility.
You hereby acknowledge and agree that the App Stores (and their affiliates), are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, the App Stores will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as third party beneficiaries thereof.
If any of the terms and conditions in these Terms are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement, located at http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/ or the App Store Terms and Conditions, located at http://www.apple.com/legal/internet-services/itunes/ca/terms.html, the terms and conditions of the Apple EULA Terms or Apple App Store Terms, as applicable, will apply and prevail to the extent of such inconsistency or conflict.
If any of the terms and conditions in these Terms are inconsistent or in conflict with Google’s Google Play Developer Distribution Agreement located at https://play.google.com/about/developer-distribution-agreement.html, the terms and conditions of Google EULA Terms will apply and prevail to the extent of such inconsistency or conflict.
In-App Purchase Terms.
If in the future we may allow any user to make purchases through the App, where you will be prompted to enter details for your account with your selected app store account, which will be charged for the in-app purchase in accordance with the terms disclosed to you at the time of purchase as well as the general terms for in app purchases that apply to your app store account. Some App Stores may charge you sales tax, depending on where you live.
If you purchase an auto-recurring periodic subscription through an in-app purchase, your app store account will be billed continuously for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your app store account and follow instructions to cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted our mobile application from your device.
Please take note that deleting your Enjoyer Account on One Channel or deleting our App from your device may not cancel your ongoing subscription; and in such case, we will retain all funds charged to your app store account until you cancel your subscription.
One Channel Licenses.
Limited License by One Channel. One Channel grants you a limited, non-exclusive, revocable, royalty free and non-transferable license to utilize and access One Channel and the Services. You are prohibited from duplicating, re-engineering, reverse engineering, modifying or otherwise using One Channel, in whole or in part. One Channel does not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information; and you shall have no right, either directly or indirectly, to own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, modify, adapt, improve or create any new or derivative works from, or display, distribute, perform or in any way exploit any downloaded Services and computer applications, in whole or in part.
Feedback License. All users hereby grant One Channel an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories through the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any suggestions, feedback, recommendations, comments and know how that you provide to One Channel regarding the Services.
Intellectual Proprietary Rights.
The trademarks, copyright, service marks, trade names and other intellectual property rights and proprietary notices displayed on One Channel and the Services are the property of or otherwise are licensed to One Channel and its licensors and affiliates, whether acknowledged (or not), and which are protected under intellectual property laws, including copyright laws and treaties and other jurisdictions throughout the world.
Respective title holders may or may not be affiliated with us or our affiliates, partners and advertisers. No section hereof shall be construed as intent to grant to you any right transfer or interest in One Channel or our Services, in whole or in part.
For ease of understanding, ‘intellectual property rights’ shall mean any and all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of the United States and other applicable jurisdictions.
You acknowledge and agree that any and all infringing use or exploitation of copyrighted content in One Channel and/or the Services may cause us, our affiliates, licensors or content providers irreparable injury, which may not be remedied solely at law, and therefore our affiliates, licensors or content providers may seek remedy for breach of these Terms, either in equity or through injunctive or other equitable relief.
If you think content on One Channel infringes these Terms or otherwise infringes any applicable law (apart from copyright infringements) or other One Channel policies, you may use the report button located under each question or answer, or you can use the “Contact Us” page, or email us at support@onechannel.com.
We are under no obligation to remove or delete content that you subjectively find objectionable or offensive. We promise to respond promptly to requests for content removal, consistent with our policies and applicable law.
Third-party Websites and Content.
From time to time, One Channel may contain hyperlinks to other websites. These links are for your personal convenience and to provide you with further information which may be of interest to you. The provision of such links does not imply any endorsement of such third-party websites (or their products and services). Please review the applicable terms and policies of such websites, including their privacy and data collection practices.
We may place ads and promotions from third-party sources on One Channel. Accordingly, your participation or undertakings in promotions of third-parties other than One Channel, and any terms, conditions, warranties or representations associated with such undertakings, are solely between you and such third-party. One Channel is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on One Channel.
Community Guidelines and User Code of Conduct.
As our user, you agree not to undertake, motivate, or facilitate the use or access of One Channel or the Services in order to:
Infringe these Terms or allow, encourage, or facilitate others to do so.
Plagiarize and/or infringe on the intellectual property rights or privacy rights of any third party, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from the title holder.
Republish, sell, rent, or sub-license content or materials from One Channel without our authorization.
Disseminate any content that attacks or disparages an individual or group based on race, gender, religion, nationality, ethnicity, political group, sexual orientation or another similar characteristic. Any generalizations about these topics should be phrased as neutrally as possible.
Undertake any kind of abusive behavior directed towards private individuals is not allowed, including make threats against others or advocate violence, including self-harm. Repeated and unwanted contact constitutes a form of harassment.
Distribute, post, or otherwise make available any content that: (i) infringes on or endangers the intellectual property rights of any person (e.g. trademark, moral rights, trade secret, copyright, ancillary rights or other); (ii) enables any act that could promote or cause discrimination, racism, harm, libel, hatred, or violence against any individual or group; (iii) endangers children and underage persons; (iv) is or allows illegal or fraudulent activities to take place; (v) is or may constitute a criminal or capital offense or otherwise infringes on any applicable law; and/or (vi) is or can be considered to be obscene, sexually explicit material, pornographic, threatening/defamatory, plagiarized, firearms, tobacco, alcohol, marijuana, gambling, binary options, Forex, pornographic, or analogous material.
Use any automated tool, such as artificial intelligence or machine learning pursuant to create derivative works of our content and materials.
Create any service in rivalry with One Channel or for other commercial reasons, except as expressly permitted by these Terms or the written consent of One Channel.
Bypass or attempt to bypass any security or access control technology implemented on our platform.
Use any automated or manual process to obtain, copy, process, access and/or use One Channel or any part therefrom to capture unauthorized data or content, for any purpose.
Enable, undertake, program or execute any type of system, computer program or technique in order to data-mine, retrieve, scrape, index or otherwise extract unauthorized information from One Channel or any portion or data feeds therefrom. For purposes of clarification, such actions will include the use of persons, website search/retrieval applications, software ‘robots’ and ‘spiders’ and any analogous data gathering and extraction tools, regardless of the type and amount of information intended for extraction.
Use of our Services to disseminate any type of computer viruses, worms, defects, trojan horses or other items of a destructive nature.
Undertake any action that will or may cause an unreasonable load on One Channel’s and/or its partners’ and affiliates’ technology or infrastructure, or otherwise make excessive traffic demands from One Channel.
Intercept or monitor activity via One Channel, without our express authorization.
Otherwise reverse engineer, decompile or extract the proprietary code of One Channel.
No Spam Policy.
We reserve the right to screen any user generated content to locate and delete any spam or deceiving coupon, code, offer or link to any product or service. We will not tolerate, and we will not allow others to undertake though One Channel, any and all massive delivery of unsolicited bulk communications to our users or to any third party.
Any commercial electronic communication that you receive from us, our partners, licensors, suppliers and affiliates will require your prior consent to such communication. Our commercial communications will include measures in order for you to stop receiving them, usually through an unsubscribe link. Please see our Policy for more information.
User Support.
You can always contact our team with questions about our Services at support@onechannel.com, and we will strive to answer them and work together in order to resolve any such inquiries. You must provide us with full details of your service query, so we can clearly assess your concerns.
If you have any questions or complaints regarding One Channel and our Services, please contact us by email as indicated on our contact web page. We will undertake commercially reasonable efforts in order to answer as quickly as possible.
Advertising, Opt-out.
We may support One Channel and our Services through advertising and other commercial opportunities. These advertisements may be tailored to the content of One Channel, and the nature and extent of such advertising by us is subject to change without prior notice. Please refer to our Policy for information regarding certain advertisement opt-out.
Newsletters.
One Channel may allow you to create and/or subscribe to a newsletter service, which may be provided by us or through an authorized third party. As a user, you will receive a conspicuous communication indicating subscription therefore and you will be able to select the amount and type of emails received by you. If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our electronic communications and also in your account preferences.
Service Level Agreement.
For technical inquiries, please contact our tech support team. Notwithstanding the foregoing, some of the Services and functionalities of One Channel are offered by third party platforms such as Amazon Web Services. Accordingly, any and all functionalities of One Channel are subject to their terms and conditions and Service Level Agreements, available online for your reference.
Content Liability.
We shall not be held responsible for any content that appears on any of the Platforms or App Stores. You agree to protect and defend us against all claims that are arising from content on One Channel. No link(s) should appear on any website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of any third party rights.
Removal of links from One Channel.
If you find any link on One Channel that is offensive for any reason, you are free to contact and inform us at any time. We will consider requests to remove links, but we are not obligated to do so or to respond to you directly.
You acknowledge and agree that One Channel shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services. Each visitor or user is solely responsible for the contents of his or her communications and may be held legally liable or accountable for the content of his or her comments or other material or information.
No Endorsement.
The images, texts, posts, information, photographs and other content and media displayed on or through One Channel are not necessarily available and any results therefrom – which we cannot ultimately control – are out of our ultimate and complete control. Some or all of the images shown on One Channel are licensed and/or purchased stock photos and are only shown for illustration purposes. Some or all of the content displayed in One Channel is delivered by external third parties, and does not reflect One Channel’s opinions, nor does One Channel, its affiliates, subsidiaries, officers, employees and agents guarantee its actual veracity or make any endorsement thereof.
Confidentiality.
Neither party shall disclose any Confidential Information to any third party except to its employees, attorneys, tax or accounting professionals who have a legitimate need to know and who have agreed to be bound by the provisions of a confidentiality agreement at least as stringent as the ones herein. Each party shall further protect the Confidential Information to the same extent as it protects its own information of a similar type.
For the purposes herein stated, “Confidential Information” shall be defined as the digital, verbal and/or written disclosures, documents or communications, stored in either written, graphic, digital, optical electromagnetic form or in software as a service systems, commonly known as “the cloud”, e-mails, optical disks, memory cards or removable drives or any other means that can retain information.
Confidential Information shall not include, information that: (i) is in the public domain at the time of disclosure; (ii) becomes publicly available through no fault of the recipient party and without breach of these Terms, (iii) is already in the lawful possession of a party without restriction prior to disclosure; (iv) becomes rightfully known to a party without restriction from a source other than the disclosing party; or that (v) is required to be disclosed by virtue of an order of a competent court or a legal requirement; shall not be deemed Confidential Information.
User Representations and Warranties.
You hereby represent, warrant and covenant that: (i) your use of our Site, App and Services and personal data shall be at all times compliant with these Terms and all local, state, federal and international laws and regulations applicable to you and your organization; (ii) you have obtained all necessary rights, releases and permissions to provide any data to One Channel and its affiliates, licensors and agents; and to grant the rights granted to One Channel in these Terms, including without limitation any intellectual property rights or rights of publicity, privacy and any use, collection and disclosure authorized.
Term, Termination.
The term hereof shall begin on the date that comes first among: (i) first access to the Site or App; (ii) your first access or execution of our Services; or (iii) One Channel begins providing its Services to you.
The term hereof will automatically end on the earlier date of either your: (i) account deactivation, suspension, freezing or deletion; (ii) access termination or revocation for our Services; (iii) One Channel’s termination of these Terms, at its sole and final discretion; (iv) the termination date indicated by One Channel to you from time to time; or (v) One Channel’s decision to make the Site, the App or the Services no longer available for use, at its sole and final discretion.
Termination for Cause by One Channel.
These Terms, along with any and all licenses granted hereof may or will automatically terminate if you breach any of the terms and conditions contained herein. Upon termination for breach, your rights to use our Site, our App, our Services and any information provided or generated thereby shall cease and you shall not be entitled to any compensation, credit, remedy or refund of any nature. In this case, please contact our support department in order to initiate the process of receiving a backup copy of your user data, if any, subject to the terms and conditions of our providers, such as Amazon Web Services.
Disclaimer of Warranty.
To the fullest extent permissible under applicable law, the Site, the App and the Services are provided to you “as is,” with “all faults” and “as available,” without warranty of any kind. One Channel, and its affiliates, clients, agents, officers, licensors and/or distributors do not make, and hereby disclaim, any and all express, implied or statutory warranties, either by statute, common law, custom or otherwise, however arising, including implied warranties of description, quality, fitness for a particular purpose, non-infringement, non-interference with use and/or enjoyment, peaceful enjoyment, and any warranties emanating out of course of dealing or trade usage.
Nothing in this disclaimer will limit or exclude our or your liability for death or personal injury resulting from negligence; limit or exclude our or your liability for fraud or fraudulent misrepresentation; limit any of our or your liabilities in any way that is not permitted under applicable law; or exclude any of our or your liabilities that may not be excluded under applicable law.
One Channel expressly disclaims any representation or warranty that One Channel complies with all applicable laws and regulations. If you make use of One Channel, you expressly fully comprehend and consent that it is your responsibility to determine compliance with variant laws, regulations, or customs that may apply in connection with your use of One Channel.
No Damages.
In no event shall One Channel, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized third party, be held liable for any special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use, inaccessibility or malfunction of One Channel or the Services including, but not limited to, loss of revenue, profits, business, loss of use or lack of availability of computer resources, business glitch, defamation, or loss of data (notwithstanding that we might have been advised of the possibility of such damages or such damages are foreseeable); whatsoever arising out of or related thereto, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not One Channel, its affiliates, clients, licensors and/or distributors have been advised of the possibility of such damages; emanating from or connected, in any way, with your use of, or inability to use One Channel. Your singular redress for dissatisfaction with One Channel is your prompt withdrawal from using One Channel.
Limitation of Liability.
If a user suffers loss or damage as a result of One Channel’s negligence or failure to comply with these Terms, any claim by such user against us will be limited in respect of any one incident, or series of connected incidents, to the amount paid to One Channel in connection with its Services within the three (3) months before the action giving rise to the liability.
These Terms provide you with specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction. Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Indemnification.
You agree and acknowledge to indemnify, hold harmless, and defend One Channel, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representatives, and the officers, directors and employees of each (jointly, the “One Channel’s Indemnitees”) from and against any and all third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such One Channel’s Indemnitees arising out of or relating to: (i) any breach of any warranties, representations and/or covenants made by you hereunder (to the extent not arising substantially from any breach hereof by One Channel); (ii) your use of One Channel; (ii) any content on the Platforms; (iii) your conduct or interactions with other users of One Channel; (iv) your violation of any part of these Terms; and/or (v) any third party claim arising out of or in relation to One Channel or our Services or use thereof in combination with another platform, including without limitation, any claim One Channel or the Services violate, infringe, or misappropriate any proprietary or intellectual property right of any third party, including without limitation, any privacy right of any person.
We will immediately notify you of any such claim and will provide you (at your own expense) with assistance in defending the claim. Unless our prior written consent is first obtained, you will not settle any claim the defense of which we need to participate in. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that circumstance, you will be under no obligation to defend us in that matter.
Generals
Assignment. These Terms will inure to the benefit of any successors of the parties. We may assign any rights or obligations hereunder to any current or future affiliated company and to any successor in interest. Any rights not expressly granted herein are thereby reserved. We reserve the right, at any time, to transfer some or all of One Channel’s assets in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.
Force Majeure. One Channel is not liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond One Channel’s reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure, from acts of nature, forces or causes beyond our control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, government mandated lockdowns, pandemics, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
Interpretation. In understanding or interpreting the terms of these Terms: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting these Terms.
Entire Agreement. These Terms constitute the complete and exclusive statement of the agreement between the Parties with respect to the subject matter of these Terms, and these Terms supersede any and all prior oral or written communications, proposals, representations, and agreements. The Terms may be amended only by mutual agreement expressed in writing and signed by both parties, and any attempted amendment in violation of this section shall be void.
Equitable remedies: You hereby acknowledge and agree that if these Terms are not specifically enforced, One Channel will be irreparably damaged, and therefore you agree that One Channel shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of these Terms, in addition to any other available remedies.
Language. These Terms may be translated into other languages, but English shall be and remain the official language of this agreement and in any conflict between the English language version and any other version, the English language version shall control.
No Embargo. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S.A., European Union or other government’s embargo, or that has been designated as a “terrorist supporting” country; and (ii) you are not listed on any government list of prohibited or restricted parties or activities.
Notices. All notices and other communications given or made pursuant to these Terms must be in writing and will be deemed to have been given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified; (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. Each party agrees to receive electronic documents and to accept electronic signatures, which shall thereto be considered valid substitutes for hardcopy documents and hand inked signatures.
You agree to receive correspondence from us by email in accordance with these Terms and applicable law. You consent and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.
No Waiver. Failure by One Channel to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.
No Relationship. You and One Channel are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.
Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms will remain in full force and effect.
Taxes. You are responsible for complying with all tax obligations associated with your account. It is important that you keep complete and accurate contact details in order for us to remit invoices, especially payment processing account details.
Applicable Law. You agree to submit to the applicable laws in Hong Kong, which will govern these Terms and any claim, without regard to conflict of law provisions.
Forum. For the application of this arbitration agreement, and of other matters appertaining these Terms, the parties hereto agree to submit to the personal jurisdiction of the courts located in Hong Kong.
If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so.
Contact
If you have any questions or queries about us, the Site, the App, our Services or these Terms, please contact us via support@onechannel.com. Note that communications made by email or the “Contact Us” page does not constitute legal notice to the One Channel entity.
Date of last effective update is 29.03.2021.