The OneSaas website and application are owned by, and content is published by OneSaas Integrations Pty Limited A.C.N. 154 537 836 (“OneSaas”).

These End User Terms apply only to the OneSaas Application and Website and do not apply to any Bigcommerce services or the Bigcommerce website. In the event of any conflict between these End User Terms and the Bigcommerce terms of use and privacy policy, the Bigcommerce terms of use and privacy policy will apply.

By accessing the Website or the Application, or both, you (“User”) acknowledge and confirm that you have read, understood and agree to be bound by these End User Terms (including the OneSaas Website Terms and Conditions, if applicable). User acknowledges and confirms that it has had the opportunity to read the OneSaas Privacy Policy.

User acknowledges and confirms that in order to keep up to date with regulatory, technical and organisation changes, OneSaas may from time to time vary these End User Terms and the OneSaas Website Terms and Conditions by publishing updated terms on our Website or by notifying the User in any other way. Please be sure to visit our Website regularly to keep up to date with any changes.

Capitalised words used in these terms of use have the meaning given in the dictionary at the beginning of these terms and conditions.

1. DEFINITIONS AND INTERPRETATION

1.1.   Definitions

1.1.1.In these End User Terms, including the recitals the following expressions shall have the following meanings unless inconsistent with the context:

1.1.2.”Application” means the multi-point integration platform as a service software which is known as “OneSaas”;

1.1.3.”Commencement Date” means the date on which the Supplier provides the User with access to the Application;

1.1.4.”User” means the person who registers to use the Website or the Application, or both, and where the context permits, includes any entity on whose behalf that person registers to use the Application, and any person or organization that uses the Services with the authorization of that person or entity;

1.1.5.”User Access Facilities” means telecommunications, networks, systems and any other facilities used or required by or on behalf of the User for accessing and making use of the Application other than the facilities actually provided by OneSaas from time to time under these End User Terms;

1.1.6.”User Data” means data to which the Supplier is provided access by the User for the purpose of the Application;

1.1.7.”OneSaas Privacy Policy” means the privacy policy of the Supplier, accessible at http://www.onesaas.com/privacy-policy/ or at such other location as notified by the Supplier from time to time;

1.1.8.”OneSaas Website Terms and Conditions” means the terms and conditions of the Website, accessible at http://www.onesaas.com/terms-and-conditions or at such other location as notified by the Supplier from time to time;

1.1.9.”Website” means the website located at www.onesaas.com or any other website located at a URL containing the trade mark “OneSaas”.

2. Duration

2.1.   These End User Terms will apply for the duration of the term of the User’s agreement pursuant to which it uses the Application.

3. Provision of access

3.1.   Subject to this agreement, OneSaas will provide the User with access to the Application.

3.2.   The User agrees that it may only acquire and make use of the Application for the sole purpose of meeting the internal business needs of its business

3.3.   Other than for OneSaas’ obligation to give the User access to the Application as part of the Services, if any consents (which may include, without limitation, consents for OneSaas to access use, store and disclose the User Data) are required for OneSaas to provide the Services, the User must procure those consents for OneSaas. The obligation of OneSaas to provide access to the Application is conditional on those consents having been procured. The User shall comply with the reasonable requests of OneSaas for confirmation of this.

3.4.   OneSaas may configure its system and determine the nature and manner of its internal technical support in its discretion. The User agrees to comply with such access and use procedures (including as to communications and security) as OneSaas notifies the User from time to time.

3.5.   Other than as expressly permitted by these End User Terms, the User shall not do or permit anything to be done in respect of the Application. Without limiting the preceding sentence, the User shall not:

3.5.1.remove or modify any Application markings or any notice of OneSaas’ rights;

3.5.2.make programs or materials resulting from the Application available to any third party for use in the third party’s business without the prior written consent of OneSaas and subject to any requirements of OneSaas;

3.5.3.commercially exploit the Application (including by making it available to any third party) without the prior written consent of OneSaas and subject to any requirements of OneSaas; and

3.5.4.distribute or transmit any part of the Application by any means without the prior written consent of OneSaas and subject to any requirements of OneSaas.

3.6.   The User shall use reasonable efforts to prevent unauthorized third parties from accessing the Application.

3.7.   The User agrees not to make or permit any use of the Application in a way which is unacceptable. Use is unacceptable if:

3.7.1.it involves anything which is false, defamatory, harassing or obscene;

3.7.2.it involves unsolicited electronic messages;

3.7.3.it would involve the contravention of any person’s rights (including intellectual property rights);

3.7.4.it may offend any laws;

3.7.5.it may otherwise be regarded by OneSaas, on reasonable grounds, to be unacceptable (OneSaas may from time to time notify the User of the circumstances which OneSaas regards as unacceptable);

3.7.6.it involves any fraudulent activity;

3.7.7.it involves the sale or promotion of any illegal business activities or prohibited products or services.

3.8.   The User agrees that OneSaas may immediately suspend all or any part of the Application, and remove or disable access to anything that contravenes those restrictions or is otherwise in breach of these End User Terms.

4. Data and access

4.1.   The Supplier agrees, on the terms of Bigcommerce Services Merchant Agreement (Confidentiality) that the User Data is the User’s Confidential Information.

4.2.   The User agrees that it has sole responsibility for the accuracy, quality, integrity, legal compliance, reliability, appropriateness and rights ownership in all the User Data. The User also agrees that there are limitations to the Application’s ability to assist in the User’s business. The User agrees that the Application does not detect faulty or aberrant input data, do not take into account all of the matters that should be considered in decision making regarding matters of relevance to the User’s business and should not be used as a substitute for the User’s independent and appropriately qualified decisions regarding matters of relevance to the User’s business. The User warrants that it will not make or permit any access to or use of the Application unless it has in place appropriate strategies, in addition to (and not reliant on) its use of the Application to manage all risks attendance on its business.

4.3.   The User shall be responsible for providing its own User Access Facilities.

4.4.   The User shall ensure that all User Access Facilities meet reasonable security standards (including any reasonable security standards communicated to User by the Supplier from time to time, unless User notifies OneSaas that such compliance is infeasible) and are and will remain free from any circumstances (including viruses) which may adversely affect OneSaas or the Application and are otherwise reasonably appropriate for use in conjunction with the Application.

4.5.   OneSaas owns all rights, including intellectual property rights, in the Application.

4.6.   Third party facilities, including software programs, may be necessary or appropriate for access to or use with the Application. The User agrees that its right to make any use of such facilities is governed by the terms of the relevant third party license/services agreement and not by these User terms.

5. Privacy

5.1.   In providing the Application, OneSaas shall comply with the OneSaas Privacy Policy. OneSaas’privacy terms are subject to change from time to time, provided that any such change will not materially reduce the level of privacy protection for the User Data during the period the Application is in use.

5.2.   OneSaas may provide the Application from any locations, and/or through the use of contractors, worldwide.

5.3.   Without limiting clauses 3.7 and 8.1, the User agrees to provide any information, and to obtain any consents, relevant to its use of the Application, including those in relation to the collection, use, disclosure and storage of personal information of any individual whose personal information may be included in the User Data.

6. Compliance with law

6.1.   OneSaas is not liable to the User if and to the extent the User’s access to or use of the Application is contrary to any obligations, including those owed under contract or any laws.

6.2.   OneSaas may (but is not bound to) make the User Data and any other information (in any form) relevant to the User’s use of the Application available to any person who provides reasonable evidence to OneSaas of their right to this, including a law enforcement officer, a person representing any professional or industry standards organization and representatives of any person to whom the User Data pertains.

7. The User shall indemnify OneSaas against all costs, expenses, damages and liability by the User as a result of OneSaas’ collection, use, disclosure or storage of User Data as directed by User as a result of its use of the Application.

8. Conditions of Use.

8.1.   The User represents to the Supplier that all material submitted by the User to the Supplier, affiliate or reseller:

8.1.1.complies with these End User Terms;

8.1.2.does not contain data that is inappropriate, inaccurate, defamatory or otherwise offensive;

8.1.3.does not infringe any law, regulation, standard or relevant industry code; and

8.1.4.does not infringe any intellectual property rights of any person.

9. Termination

9.1.   Without limiting the generality of any other clause in these End User Terms, OneSaas may suspend User’s use of the Application (for such period as OneSaas specifies) immediately by notice in writing if the User is in breach of these End User Terms and such breach is not remedied within seven (7) days of its receipt of notice from OneSaas.

9.2.   The User agrees that on expiry or termination of the agreement entitling it to use of the Application, all of its rights in respect of the Application (including its right to access the Application) shall end.

9.3.   The User agrees and acknowledges that the Supplier has no obligation to retain any information relating to the User (including User Data) and that all such information may be irretrievably deleted by OneSaas after one (1) month from the date User finally ceases use of the Application.

10. Implied terms

10.1.                   Subject to clause 10.2, any condition or warranty which would otherwise be implied in these User Terms is hereby excluded.

10.2.                   Where legislation implies in these End User Terms any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying application of or exercise or liability under such condition or warranty, the condition or warranty will be deemed to be included in this agreement. However, the liability of OneSaas for any breach of such condition or warranty will be limited to permitting the reuse of the Application.

10.3.                   To the full extent permissible by law, OneSaas does not provide any guarantee in relation to the performance of the business of the User as a result of the use of the Application.

11. Liability of OneSaas

11.1.                   To the extent permitted by law, OneSaas, and any officer, agent, employee and related entity of OneSaas exclude all liability of any of them in respect of any injury, loss or damage (including loss of profits, loss of goodwill, loss of data and any special, direct or consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in any way in connection with these End User Terms (including in respect of the Application). If any liability is not able to be excluded by law, OneSaas and any officer, agent, employee and related entity of OneSaas limit their liability for all claims in aggregate, to paying an amount equal to the Charges paid by the Customer for the services giving rise to the cause of action during to the period in which the first claimed breach occurred.

11.2.                   Without limiting the following sentence, the User warrants that it has not relied on any representation made by OneSaas which has not been stated expressly in this agreement, or upon any descriptions, illustrations or specifications in any way relating to the Application including catalogues, website or publicity material produced by OneSaas. The User acknowledges that to the extent OneSaas has made any representation which is not otherwise expressly stated in this agreement, the User has been provided with an opportunity to independently verify the accuracy of that representation.

11.3.                   The User shall at all times indemnify and hold harmless OneSaas and its officers, employees, contractors and agents (“those indemnified”) from and against any loss (including legal costs and expenses and liability) incurred or suffered by any of those indemnified arising from any claims against those indemnified where such loss or liability was caused by a breach by the User of its obligations under these End User terms or any willful, unlawful or negligent act or omission of the User.

  1. In respect of any claim between the parties under or in connection with these End User terms, User and Supplier each agree that to the maximum extent permitted by law, these End User terms exclude the operation of any laws which would apportion any liability to the

12. GENERAL

12.1.                   A notice, approval, consent or other communication in connection with these End User Terms must be in writing unless expressly specified otherwise.

12.2.                   Unless a later time is specified in it a notice, approval, consent or other communication takes effect from the time it is received.

12.3.                   Any present or future legislation which operates to vary an obligation or right, power or remedy of a party in connection with this deed is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.