Terms of Use (North America)
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Updated 19th of November, 2025
Welcome, and thank you for your interest in Oneflow. These Terms of use (the “Terms”) will be a part of the legally binding Agreement (as defined below) entered in between you (below “You” or “Your”) and Oneflow North America Inc., a Delaware corporation (below “Oneflow”) (together with You, each a “Party”, or collectively, the “Parties”) governing Your use of the Service (as defined below).
Terms of Use
- STRUCTURE OF THE AGREEMENT
1.1 This Agreement (the “Agreement”) consists of (i) the order form and all documents referenced therein; (ii) these Terms; and (iii) the Data Processing Agreement; and (iv) applicable Service descriptions (as available on our website https://oneflow.com).
1.2 In case of any inconsistencies, the documents shall take precedence in the order presented above. However, the Data Processing Agreement will take precedence over any other document related to Personal Data or the processing of Personal Data as defined in the GDPR or UK GDPR.
1.3 The Service governed by this Agreement consists of (a) the online, web-based applications, the application program interface and any documentation, source code, modifications, or fixes thereto, and (b) any computerized system provided by Oneflow in relation to this Agreement.
1.4 By agreeing to an order form, registering on our website https://oneflow.com, or by using Oneflow via an Oneflow authorized partner You accept and enter into this legally binding Agreement and agree to subscribe to the Service and to be bound and abide by these Terms. If you do not want to agree to these Terms, or the Agreement, you must not access or use the Service.
1.5 To access the Service you may be asked to provide certain registration details or other information. You agree to provide Oneflow with correct, current, accurate and complete information and to promptly notify Oneflow in the event of any changes to any such information. By agreeing to be bound and abide by these Terms, and the Agreement, on behalf of an organization, You represent, warrant and guarantee that You have the authority to enter into legally binding Agreements in the name of said organization.
1.6 Any and all additional, inconsistent or contrary terms set forth in Your purchase order form, procurement documents or any other document issued by You are expressly rejected and shall not apply to the Agreement, even if referred in or attached to Your purchase order or any other document submitted by You. - YOUR USE OF THE SERVICE
2.1 You are solely responsible for (i) making all necessary arrangements, (ii) maintaining the equipment, software, and communication services required to use the Service, (iii)maintaining the security of Your IT environment, and (iv) ensuring that all users who access the Service through Your access are aware of these Terms and comply with them. Any - violation of these Terms by any of Your users shall be deemed to be a violation thereof by You.
3.2 You will be liable for any actions or omissions to act via Your user account(s), whether such activities occur with Your permission or not. It is therefore of great importance that You make sure to keep all login details such as usernames and passwords safe and protected and treat such information as confidential. You acknowledge that each user account is personal to the respective user it is assigned to and agree not to provide any other person with access to the Service or portions of it using another person’s login details. You agree to notify Oneflow immediately if You become aware of any unauthorized access to or use of Your user account(s). You should use particular caution when accessing Your user account(s) from a public or shared computer so that others are not able to view or record your password, or other login details.
3.3 You agree to ensure that the total number of users does not exceed the maximum number of seats purchased from Oneflow. You may assign different individuals to the seats authorized by and purchased from Oneflow, so long as the total number of users at any time does not exceed the maximum number of seats authorized by and purchased from Oneflow.
3.4 We have the right to disable any user name, password, or user account, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. - USAGE RESTRICTIONS
4.1 You may not (i) sell, resell, or lease the Service to any third party; (ii) reverse engineer, decompile or create derivative works of the Service, or attempt or assist anyone else to do so, unless this restriction is prohibited by law, and except to the extent expressly permitted in writing by Oneflow or authorized within the Service (iii) access or attempt to access Service unless lawfully authorized to do so, (iv) use the Service to transmit or store any malicious code, (v) access the Services to create a competitive product, (vi) interfere with or disrupt the integrity or performance of the Services, (vii) remove or alter any proprietary materials,trademarks, or intellectual property (whether registered or unregistered) from the Services, (viii) use the Service to store or transmit any infringing, libelous, defamatory, unlawful, fraudulent or obscene materials or otherwise use the Service in a way that threatens to harm the Service or Oneflow, or (ix) use the Service in place of legal advice, or otherwise as a substitute for the advice or services of an attorney.
4.2 You represent, warrant, and guarantee that You will take action against any illegitimate web harvesting or scraping activity if Oneflow deems that such activity is affecting the use, profitability, or effectiveness of the Service. - THIRD-PARTY APPLICATIONS
5.1 “Third-Party Applications” means online, web-based applications, and offline software products or services that are (a) provided by third parties, (b) interoperate with Oneflow, and (c) may be either separate or conjoined with Oneflow whether or not such are indicated by Oneflow as being Third-Party Applications. For the avoidance of doubt, available integrations in Oneflow which are managed by You and require a separate agreement between You and the integration provider are not considered Third-Party Applications. If a Third-Party Application is a sub-processor, what’s stated in the Data Processing about sub-processors applies.
5.2 Oneflow may provide tools through the Service that enable You to export information, including User Data, to Third-Party Applications, including through features that allow You to link Your account in Oneflow with an account in the Third-Party Applications. By using one of these tools, You agree that Oneflow may transfer that information to the applicable Third-Party Application. Third-Party Applications are not under Oneflow’s control, and, to the fullest extent permitted by law, Oneflow is not responsible for any Third-Party Application’s use of Your exported information. The Service may also contain links to third-party websites. Linked websites are provided for Your convenience only, are not under Oneflow’s control, and Oneflow is not responsible for their content or any loss or damage that may arise from Your use of them. If You decide to access any of the third-party websites linked to the Service, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites. - PRICES AND PAYMENT
6.1 Oneflow agrees to provide the Service and You agree to pay for the Service as applicable. Your payment obligations will enter into force on the date stated in the order form. You agree to pay by the means of payment offered by Oneflow and in the currency stated on the invoice. Fees are non-refundable and non-cancellable except as required by law.
6.2 If You pay by invoice, payment is due thirty (30) days from the invoice date (“Invoice Payment Date”). If You pay for the Service by card, You authorize Oneflow to automatically charge the Service fee on the final day of Your current payment cycle (together with the Invoice Payment Date, the “Last Day of Payment”), unless otherwise agreed in writing. If You do not have sufficient available funds on Your card to cover the transaction on the Last Day of Payment, we will make another attempt to charge the fee on the card a few days later. If You still do not have sufficient funds on Your card Oneflow reserves the right to send You an invoice of the total sum owed to Oneflow.
6.3 To ensure a balance between the fee charged and the scope and cost of providing the Service, Oneflow reserves the right to adjust the fee for the Service annually by up to five percent (5 %) of the then-current fees. Any such adjustment shall be effective at the beginning of Your next renewal term.
6.4 All prices are exclusive of applicable taxes. You are responsible for all applicable taxes and related liability. We will only charge taxes when required to do so. If You are required by law to withhold any taxes, You must provide us with an official tax receipt or any other appropriate documentation to ensure that we can handle the tax correctly.
6.5. If payment is late,incomplete, or otherwise unpaid, Oneflow is entitled to charge interest on such overdue payment at the lesser of (i) 1.5% per month (18% annually) or (ii) the maximum rate permitted by applicable law. Oneflow may also recover reasonable costs of collection, including attorneys’ fees and third-party collection agency charges, to the extent allowed by law.
6.6. In addition to any other available remedies under the Agreement, if full payment is not received within ten (10) days from the Last Day of Payment, Oneflow may suspend the Service or terminate the Agreement with immediate effect. - USER DATA
7.1 You hold all rights, including intellectual property rights, to Your Data. Your “Data” means all content, personal data, and other data or information processed and/or submitted directly or indirectly by You or on Your behalf (with or without Your permission) in relation to Your use of the Service.
7.2 You grant us a worldwide, transferable, non-exclusive, royalty-free, revocable license to use Your Data (excluding any Personal Data as defined in the Data Processing Agreement) for the limited purposes of operating, protecting, developing, customizing, and improving the Service and creating new services.
7.3 The license You give us allows us to store, reproduce, use, publish and publicly display to You, modify and create derivative works of and permit our service providers to process Your Data solely to provide our Service, to prevent or address service or technical problems or at Your request in connection with customer support matters.
7.4. You also grant Oneflow a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use and/or incorporate into the Service or any other product of Oneflow, any suggestions, enhancement requests, recommendations, or other feedback provided by You relating to the operation of Oneflow. The license includes the right to modify and further develop any of the aforesaid. Any sub-licensee shall have the corresponding rights, as decided by Oneflow. - INTELLECTUAL PROPERTY RIGHTS
8.1 Subject to Your complete and ongoing compliance with these Terms, as determined by Oneflow in its sole discretion, Oneflow grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service. Oneflow or its third-party licensors hold all rights, including all current and future intellectual property rights, related to the Service and any therein included visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, promotional content, patents, copyrights, trade secrets, design rights, moral rights, trademarks and all other elements of the Service provided by Oneflow. Oneflow reserves all rights to the materials not granted expressly in these Terms.
8.2 Nothing in this Agreement shall be interpreted as a transfer of any Party’s rights, or part thereof, to the other Party unless specifically agreed in writing. Should the Service in any way require Oneflow’s use of intellectual property rights held by You or Your licensor(s), Oneflow is granted a non-exclusive royalty-free license by You to utilize such intellectual property rights for the said purpose for as long as the Service is provided to You.
8.3 You are encouraged to publicly state that You use the Service. However, neither of the Parties may remove, change, or in any other way misuse the trademark of the other Party in any way.
8.4 We are proud of our customers and by signing this Agreement, You give us the right to use Your name or logo in sales and marketing materials. If You do not want us to use Your name or logo, please send an e-mail to customersuccess@oneflow.com and we will use commercially reasonable efforts to not to use Your name or logo in such materials. - CONFIDENTIAL INFORMATION
9.1 “Confidential Information” means all confidential and proprietary information of a Party, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Terms, the Service, documentation, business and marketing plans, technology and technical information, product designs, and certification and business processes. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the other Party; (ii) was publicly known prior to its disclosure without breach of any confidential obligation; (iii) was independently developed by the other Party without breach of any confidentiality obligation; or (iv) is received from a third party without breach of any confidentiality obligation.
9.2 No Party shall disclose any Confidential Information for any purpose other than as necessary to fulfil its obligations under this Agreement or to provide the Service, except with the other Party’s prior written consent. The receiving Party shall protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own Confidential Information of like kind (but in no event using less than reasonable care). Both Parties shall promptly notify the other Party if it becomes aware of any actual or reasonably suspected breach of the other Party’s Confidential Information.
9.3 If a Party is required to disclose the other Party’s Confidential Information pursuant to any applicable law, regulation court order, subpoena, or requirement of a governmental authority, regulatory body, or stock exchange, it shall provide the other Party with prior notice of such disclosure (to the extent reasonable and legally permitted) and reasonable assistance, at the other Party’s cost, if the other party wishes to contest the disclosure. If disclosure is ultimately required, the disclosing Party shall disclose only that portion of the Confidential Information that is legally required and shall use reasonable efforts to ensure the continued confidentiality of such information.
9.4 Upon any termination of this Agreement, the Parties shall continue to maintain the confidentiality of the Confidential Information as long as it remains confidential and, upon request, return to the Disclosing Party or destroy all materials containing such Confidential Information. - CHANGES
10.1 You may at any time choose to upgrade or downgrade Your Subscription Plan directly through the Service or by contacting Oneflow. A downgrade will come into effect at the time of the next renewal date of Your Subscription Plan provided that Your request is made within the notice period stated in the applicable order form, as determined by Oneflow in its sole discretion. Otherwise, the downgrade will take effect as of the second renewal date from Your request.
10.2 Oneflow reserves the right to update, make improvements, additions, and changes, or to remove functions of the Service from time to time at Oneflow’s own discretion. Where such modification, although unlikely, removes a material function of the Service, You will be notified by Oneflow and You may terminate the Agreement with immediate effect. Oneflow will post information on relevant changes on its website https://oneflow.com.
10.3 Oneflow also reserves the right to make changes, amendments, and updates to these Terms. Such changes, updates, or amendments will have effect thirty (30) days after Oneflow’s notification of such changes. You are entitled to terminate the Agreement with immediate effect would said change, in Your reasonable opinion, imply a material change to our Agreement; provided, however, that price changes and updates pursuant to Section 5.3. shall not be deemed a material change. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. - PERSONAL DATA
11.1 As applicable, the Parties have agreed to enter into a Data Processing Agreement included in the Agreement. The Data Processing Agreement, as applicable, shall remain effective independently of the Agreement for as long as Oneflow processes Personal Data on behalf of You.11.1 As applicable, the Parties have agreed to enter into a Data Processing Agreement included in the Agreement. The Data Processing Agreement, as applicable, shall remain effective independently of the Agreement for as long as Oneflow processes Personal Data on behalf of You.
- INDEMNIFICATION
12.1 You shall indemnify, release and hold harmless Oneflow and its licensors and suppliers, and each of their respective officers, directors, employees, and agents, from and against any loss, liability (including settlements, judgments, fines, and penalties), and costs (including reasonable attorney fees, court costs, and other litigation expenses) relating to any claim, demand, action, or proceeding brought by a third party that is based on, relates to or arises out of (i) Your access to or use of the Services or software, (ii) Your violation or breach of this Agreement, or (iii) Your infringement, misappropriation, or violation of any intellectual property or another right of any person or entity.12.1 You shall indemnify, release and hold harmless Oneflow and its licensors and suppliers, and each of their respective officers, directors, employees, and agents, from and against any loss, liability (including settlements, judgments, fines, and penalties), and costs (including reasonable attorney fees, court costs, and other litigation expenses) relating to any claim, demand, action, or proceeding brought by a third party that is based on, relates to or arises out of (i) Your access to or use of the Services or software, (ii) Your violation or breach of this Agreement, or (iii) Your infringement, misappropriation, or violation of any intellectual property or another right of any person or entity. - LIMITATION OF LIABILITY
13.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ONEFLOW, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS), ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON OR AVAILABLE THROUGH THE SERVICE, WHETHER CAUSED BY OR BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ONEFLOW ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
13.2 To the fullest extent permitted by law, our aggregated liability under the Agreement and these Terms will not exceed the amount paid by You to Oneflow under the Agreement during the twelve (12) month period immediately preceding the event(s) giving rise to such liability.
13.3 To the fullest extent permitted by law, in no event will You be liable to Oneflow for any indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to Your access to or use of, or Your inability to access or use, the Service or any materials or content on or available through the service, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not You have been informed of the possibility of damage.
13.4 You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Oneflow and You.
13.5 Neither Party is liable for damages unless the other Party notifies the liable Party about it in writing no later than 90 days after the actual damage or loss was noticed or should have been noticed, however no later than six (6) months from when the damage occurred. - THIRD-PARTY INFRINGEMENTS
14.1 Oneflow represents that the Service, to the best of Oneflow’s knowledge, does not infringe any third-party intellectual property rights or any other rights of a third party. Oneflow shall defend or settle any claim made against You based on Your use of the Service, or part thereof, infringing any such third-party intellectual property rights. Oneflow’s obligations in accordance with this clause are subject to You only having used the Service in accordance with the conditions outlined in the Agreement and shall only apply for such claims by third parties in Your country.
14.2 Oneflow’s liability under this section only applies provided that You, without undue delay, notify Oneflow in writing of the claims brought against You, allow Oneflow to control the defense and to solely decide in all related settlement negotiations, and act in accordance with Oneflow’s instructions and cooperate with and assist Oneflow to the extent reasonably requested by Oneflow.
14.3 Subject to the conditions under this section, Oneflow shall only be liable for such damages, liabilities, costs, or expenses awarded in a final judgment or settlement which has been approved in writing by Oneflow.
14.4 If it is finally determined by a court of competent jurisdiction that there is an infringement of a third party’s intellectual property rights for which Oneflow is liable under these Terms, Oneflow shall at its own discretion either (i) procure for You the right to continued use of the Service modify the Service so that it does not infringe upon such third party’s rights, (ii) replace the Service, or part thereof, with an equivalent Service which does not infringe or (iii) cancel the Service and repay the fees that You have paid for the Service without interest and with deduction of any reasonable benefit You might have obtained from the Service, in Oneflow’s sole discretion.
14.5 With respect to Third-Party Applications, Oneflow’s liability for errors or intellectual property infringements is restricted and limited to an obligation to report the fault/infringement to the relevant third supplier immediately. Oneflow shall implement any potential solution from the third supplier, provided this can be done without material negative interference with the Service.
14.6 This section constitutes the entire obligation of Oneflow towards You with respect to any infringement of a third party’s intellectual property rights.
- DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICE, ITS CONTENT, AND ANY SERVICES OR MATERIALS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. EXCEPT WHAT HAS BEEN AGREED IN THE AGREEMENT, TO THE FULLEST EXTENT PROVIDED BY LAW, ONEFLOW DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER ONEFLOW NOR ANY PERSON ASSOCIATED WITH ONEFLOW MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE OR THE CONTENT THEREIN, EXCEPT AS OTHERWISE AGREED IN WRITING. WITHOUT LIMITING THE FOREGOING, NEITHER ONEFLOW NOR ANYONE ASSOCIATED WITH ONEFLOW REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT, OR ANY SERVICES OR MATERIALS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY SERVICES OR MATERIALS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. FOR THE PURPOSE OF CLARITY, THIS MEANS THAT ONEFLOW ONLY WARRANTS THAT THE OPERATION OF THE SITE, SERVICE, AND SOFTWARE WILL MEET REQUIREMENTS AGREED UPON BETWEEN THE PARTIES IN WRITING IN THIS AGREEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
AT NO TIME DOES ONEFLOW REVIEW YOUR CONTRACTS, OR OTHERWISE REVIEW ANY DELIVERABLES PRODUCED BY YOU USING THE SERVICE, FOR LEGAL SUFFICIENCY, NOR DOES ONEFLOW DRAW LEGAL CONCLUSIONS, PROVIDE LEGAL ADVICE, OPINIONS OR RECOMMENDATIONS ABOUT YOUR LEGAL RIGHTS, REMEDIES, DEFENSES, OPTIONS, SELECTION OF FORMS, OR STRATEGIES, OR APPLY THE LAW TO THE FACTS OF YOUR PARTICULAR SITUATION, INCLUDING THROUGH THE USE OF ANY AI FEATURES (AS FURTHER DISCUSSION IN THE BELOW AI FUNCTIONALITY APPENDIX) INCLUDING, BUT NOT LIMITED TO, THE AI REVIEW & INSIGHTS FEATURE. ONEFLOW IS NOT A LAW FIRM AND MAY NOT PERFORM SERVICES PERFORMED BY AN ATTORNEY. ONEFLOW, ITS SERVICE, AND ITS FORMS OR TEMPLATES ARE NOT LEGAL SERVICES AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR THE ADVICE, GUIDANCE OR SERVICES OF A QUALIFIED ATTORNEY.
- FORCE MAJEURE
Except for the payment obligations set forth in these Terms, in no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond the non-performing Party’s reasonable control (a “Force Majeure Event”), including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, epidemics, pandemics or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; and/or (vii) shortage of adequate power, communications or transportation facilities. In the event of a Force Majeure Event, the affected Party shall promptly notify the other Party in writing of the occurrence of such event and its expected duration, and shall use commercially reasonable efforts to mitigate the effects of its non-performance.
Except for the payment obligations set forth in these Terms, in no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond the non-performing Party’s reasonable control (a “Force Majeure Event”), including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, epidemics, pandemics or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; and/or (vii) shortage of adequate power, communications or transportation facilities. In the event of a Force Majeure Event, the affected Party shall promptly notify the other Party in writing of the occurrence of such event and its expected duration, and shall use commercially reasonable efforts to mitigate the effects of its non-performance. - TERM AND TERMINATION
17.1 The Service is provided on a subscription basis by the Subscription Plan or such other trial period or free subscription period applicable for Your use of the Service as stated in Your order form (where applicable). Unless otherwise specifically agreed in the order form, Your Subscription Plan will automatically renew until terminated by one of the Parties in accordance with this Section 16.
17.2 Unless otherwise specifically agreed in the order form, You may terminate the Subscription Plan by sending an email to Oneflow at support@oneflow.com. For Subscription Plans with a term of one (1) year or longer, such notice must be given at least three (3) months prior to the renewal date. Termination will take effect at the end of the then-current subscription term, provided that notice is given within the applicable notice period.
17.3 You shall not be entitled to recover any excess amount paid in advance unless the Agreement is terminated by Oneflow, and the termination was caused by actions outside of Your control.
17.4 Either Party is entitled to terminate the Agreement with immediate effect by providing written notice if (i) the other Party commits a material breach of the Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof, (ii) the other Party becomes insolvent, is declared bankrupt, is subject of an application or order for bankruptcy or company reorganization, suspends payments or is otherwise reasonably presumed to be insolvent, or (iii) the other Party is, or becomes, subject to financial sanctions, trade restrictions or embargoes under applicable laws or regulations. - CONSEQUENCES OF TERMINATION
18.1 Unless otherwise agreed between the Parties, Oneflow may, upon the termination of the Subscription Plan, automatically move You to a free subscription of the Service.
18.2 Oneflow lets You retrieve or delete Your Data currently in Oneflow’s possession through the Service in such generally accepted format as provided by Oneflow from time to time. If this Agreement is terminated or otherwise expires for any reason, You shall promptly return to Oneflow or destroy any Confidential Information, or other materials in Your possession belonging to Oneflow and all rights and licenses granted to You by Oneflow under this Agreement shall terminate, where applicable.
18.3 All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, confidentiality, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and miscellaneous provisions. - MISCELLANEOUS
19.1 Oneflow is entitled to engage subcontractors for the performance of its obligations under this Agreement. Oneflow is responsible for the subcontractors’ work as for its own work. For the avoidance of doubt, where applicable, subcontractors acting as sub-processors to Oneflow shall be handled by the Data Processing Agreement.
19.2 The Agreement constitutes the entire understanding between the Parties with respect to the Services and supercedes all written or oral agreements, representations or warranties relating to its subject matter.
19.3 You may not assign or transfer this Agreement, in whole or in part, to a third party without Oneflow’s prior written consent and any attempted assignment without such consent shall be null and void. Oneflow may transfer and assign any of its rights and obligations under this Agreement without Your prior consent.
19.4 Both Parties represent, warrant and guarantee that the execution and delivery of, and the performance obligations under this Agreement, will not result in a violation or breach of any applicable law or regulations.
19.5 In the event the Agreement consists of any translated versions of order forms, documents, or any related materials, these Terms and Oneflow´s English versions of such material shall take precedence and be considered the governing version.
- GOVERNING LAW AND DISPUTES
20.1 Agreement is governed by and construed in accordance with the laws of the State of Illinois, United States, without regard to its conflict of law principles .
20.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be submitted to the American Arbitration Association (“AAA”) for arbitration in Chicago, Illinois pursuant to such Association’s rules for commercial arbitration. The arbitration proceedings shall be in English and the number of arbitrators shall be three (3).
20.3 All information about the arbitration proceedings and the award thereof shall be considered confidential information about this Agreement and be kept in strict confidence of the Party for an indefinite time.
Data processing Agreement
- GENERAL
1.1 Where applicable, his Data Processing Agreement (below “DPA”) forms part of the Agreement.
1.2 The DPA is conducted between You, below the “Controller,” and Oneflow, below the “Processor” or “Oneflow,” together referred to as Party or Parties.
1.3 The Parties seek to implement a DPA that complies with the requirements of the current legal framework in relation to data processing and with the GDPR and the UK GDPR.
1.4 Definitions used in this Agreement not defined herein shall have the meaning set forth in the GDPR, the UK GDPR or the Terms, as applicable. - SCOPE AND APPLICABILITY OF THIS DPA
2.1 This DPA applies where and only to the extent that Oneflow processes Personal Data on behalf of the Controller in the course of providing the Service and such Personal Data is subject to Data Protection Laws of the European Union, the European Economic Area, Switzerland, or the United Kingdom.
2.2 As between Oneflow and Controller, the customer is the Controller of Personal Data. Nothing in the Agreement or this DPA shall prevent Oneflow from using or sharing any data that Oneflow would otherwise collect and process independently of the Controller’s use of the Services.
- CONTROLLER OBLIGATION
3.1 Controller Obligations. Controller agrees that it shall comply with its obligations as a Controller under Data Protection Laws in respect of its processing of Personal Data and any processing instructions it issues to Oneflow; and that it has provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection Laws for Oneflow to process Personal Data and provide the Services pursuant to the Agreement and this DPA, if applicable.3.1 Controller Obligations. Controller agrees that it shall comply with its obligations as a Controller under Data Protection Laws in respect of its processing of Personal Data and any processing instructions it issues to Oneflow; and that it has provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection Laws for Oneflow to process Personal Data and provide the Services pursuant to the Agreement and this DPA, if applicable. - ONEFLOW PROCESSING OF PERSONAL DATA
4.1 As a Processor, Oneflow shall process Personal Data only for the following purposes: (i) processing to perform the Services and fulfill the Agreement; (ii) to comply with other reasonable instructions provided by Controller to the extent they are consistent with the terms of this Agreement and only in accordance with Controller’s documented lawful instructions. The Parties agree that this DPA and the Agreement set out the Controller’s complete and final instructions to Oneflow in relation to the processing of Personal Data. Any additional instructions shall be provided to Oneflow in writing and signed by the Parties.
4.2 Nature of the Data. Oneflow handles Personal Data as provided by the Controller. Such data may contain special categories of data depending on how the Services are used by Controller and as agreed in Sub-Appendix 1. The Controller Data may be subject to the following process activities: (i) storage and other processing necessary to provide, maintain and improve the Services provided to Controller; (ii) to provide Controller and technical support to Controller; and (iii) disclosures as required by law or otherwise set forth in the Agreement.
4.3 Oneflow Data. Notwithstanding anything to the contrary in the Agreement (including this DPA), Controller acknowledges that Oneflow shall have a right to anonymize Personal Data and to use such anonymized data to improve and develop the Service. - SUB-PROCESSING
5.1 Authorized Sub-processors. Controller agrees that Oneflow may engage Sub- processors to process Personal Data on Controller’s behalf. The Sub-processors currently engaged by Oneflow and authorized by Controller are listed here. By signing this Agreement the Controller accepts the current sub-processors.
5.2 Sub-processor Obligations. Oneflow shall: (i) enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Personal Data to the standard required by Data Protection Laws to at least similar level to this DPA; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause Oneflow to breach any of its obligations under this DPA.
5.3 Changes to Sub-processors. Oneflow shall provide Controller reasonable advance notice if it adds or removes Sub-processors. Oneflow will send an e-mail to the Controller from support@oneflow.com. Oneflow will also post the information on its webpage https://oneflow.com.
5.4 Objection to Sub-processors. Controller may object in writing to Oneflow’s appointment of a new Sub-processor on reasonable grounds relating to data protection by notifying Oneflow promptly in writing within fourteen (14) calendar days of posting.
5.5 Controller’s notice in accordance with Section 5.4. Such notice shall explain the reasonable grounds for the objection. In such event, the Parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If this is not possible, either Party may terminate the applicable Services that cannot be provided by Oneflow without the use of the objected-to-new Sub-processor. - SECURITY
6.1 Security Measures. Oneflow shall implement and maintain appropriate technical and organizational security measures to protect Personal Data from Data Breach and to preserve the security and confidentiality of the Personal Data, in accordance with Oneflow’s security standards described in Sub-Appendix 2 (“Security Measures”).
6.2 Confidentiality of Processing. Oneflow shall ensure that any person who is authorized by Oneflow to process Personal Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
6.3 Data Breach Response. Upon becoming aware of a Data Breach Oneflow shall notify the Controller within 48 hours.
6.4 Updates to Security Measures. Controller acknowledges that the Security Measures are subject to technical progress and development and that Oneflow may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Controller.
- SECURITY REPORTS AND AUDITS
7.1 Oneflow shall maintain records of its security standards. Oneflow shall provide written responses (on a confidential basis) to all reasonable requests for information made by Controller, including responses to information security and audit questionnaires, that Controller (acting reasonably) considers necessary to confirm Oneflow’s compliance with this DPA, provided that Controller shall not exercise this right more than once per year.
7.2 Oneflow will also allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller.
7.3 The Controller will reimburse Oneflow for its reasonable costs in relation to this clause. - INTERNATIONAL TRANSFER
8.1 Oneflow may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Controller. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on the relevant standard contractual clauses for the transfer of personal data. This means that Oneflow uses the “new” SCC:s from 2021 for transfers from the EU and the “old” SCC:s for transfers from the UK. - RETURN OR DELETION OF DATA
9.1 Upon deactivation of the Services, all Personal Data shall be handled in accordance with the clause on termination in Agreement or as otherwise agreed between the Parties. - COOPERATION
10.1 Oneflow shall, taking into account the nature of the processing, provide reasonable cooperation to assist Controller by appropriate technical and organizational measures, in so far as is possible, to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. Controller will reimburse Oneflow for any reasonable and proven costs related to this clause.
10.2 If any such request is made directly to Oneflow, Oneflow will re-direct such communication to the Controller. If Oneflow is required to respond to such a request, Oneflow shall promptly notify Controller and provide it with a copy of the request unless legally prohibited from doing so.
10.3 To the extent Oneflow is required under Data Protection Law, Oneflow shall (at Controller’s expense) provide reasonably requested information regarding Oneflow’s processing of Personal Data under the Agreement to enable the Controller to carry out data protection impact assessments or prior consultations with data protection authorities as required by law. - LIABILITY
11.1 Controller shall indemnify and hold Oneflow harmless of any and all direct damages, including as a result of claims by data subjects or administrative fines, incurred by Oneflow as a result of your breach of this data processing agreement, your act or omission to act in accordance with applicable data protection, any other circumstance attributable to your side or Oneflow’s violations of applicable laws and regulations, including data protection law, due to vague, unlawful or absence of instructions or information from you. - GOVERNING LAW
12.1 This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement unless required otherwise by Data Protection Laws.
Sub-Appendix 1 – Instructions on processing of personal data
In addition to what is set forth in the Agreement, you instruct Oneflow to process personal data for which you are the data controller in accordance with the below instructions:
| Purposes of the processing: Specify all purposes for which personal data will be processed by Oneflow | Oneflow is an end-to-end solution for contract handling. Users will build contract templates in Oneflow (either web based or upload documents), invite participants to contracts, edit and comment in contracts, electronically sign, archive, analyse and manage the lifecycle of contracts.Personal data relating to both users as well as counterparties to the contracts is processed to facilitate the contract process for the users, to manage your subscription to the Service and to maintain your relationship with Oneflow. |
| Types of personal data: Specify the types of personal data that will be processed by Oneflow | Name, email address, phone number, title, work place and personal identity number relating to users and counterparties to contracts.As to contracts stored in the Service, personal data included therein (and thereby processed by Oneflow) may vary depending on which type of document you upload. |
| Categories of data subjects: Specify the categories of data subjects whose personal data will be processed by Oneflow | Employees and consultants of you, persons mentioned in contracts as well as the counterparties or representatives of counterparties to the contracts that the Service is used to process. |
| Duration of the processing: Specify the duration of the processing of personal data performed by Oneflow before data will be deleted. | Personal data processed by Oneflow will be processed until deleted as per your instructions directly through the Service. |
Sub-appendix 2 – Security
| Oneflow Security Standards | Oneflow is committed to maintaining the confidentiality, integrity, and availability of the data it processes. We do this with the use of both technical, i.e access control, encryption, redundancy, and non-technical means i.e, policies, procedures, and guidelines. |
AI Functionality Appendix
Last updated January 2025
This AI Functionality Appendix (“AI Appendix”) is a supplement to, and shall be seen as an integral part of, Your Agreement with Oneflow. The additional terms in this AI Appendix apply to the extent Your use of the Services includes an “AI Feature”. By AI Feature(s) we mean an AI enabled feature from Oneflow whether in the Oneflow platform, via an API or otherwise. By using an Oneflow AI Feature You agree to the specific terms relevant for such AI Feature(s), as further described in this AI Appendix. If you do not agree to the terms in this AI Appendix, you must not use any of the AI Feature(s) and ensure that all AI Feature(s) are switched off in Your Oneflow account’s Data Management page. In case of discrepancies between the Terms and this AI Appendix, the AI Appendix takes precedence when it comes to issues related to AI Features.
- When using the Oneflow AI Features You agree, between You and Oneflow, that:
1.1 by “AI” we mean artificial intelligence;
1.2 such parts of Your Data which You provide to the AI Features (“Input”), and output You receive from the AI Features based on Your Input (“Output”) shall, to the extent permitted by law and where it can be reasonably regarded as directly attributable to You, be regarded as Your Data as per the definition in the Agreement;
1.3 You acknowledge and accept that Output generated by the AI Features is not human-generated and can not be assumed as unique for You. Other Oneflow customers and users may receive a similar output from the AI Features. Further You acknowledge and agree that Outputs are not, and shall not be considered to be, legal conclusions, legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies, or as applying the law to the facts of Your particular situation.;
1.4 Oneflow must not use Your Data to train any AI models. Oneflow may only use Your Data for the purposes, explicitly agreed to in this AI Appendix or otherwise in writing, to comply with applicable laws, and to enforce Oneflow’s rights under the Agreement;
1.5 Oneflow may use feedback from Your usage of the AI Feature(s) (provided by Your users through the app or otherwise) to validate and improve the accuracy of our AI Features;
1.6 to the maximum extent permitted by law, the AI Features and Output is provided to You ‘as is’ without any warranties whether express, implied, statutory or otherwise;
1.7 You understand that AI Features may produce incorrect Output that does not accurately reflect real facts, numbers, circumstances, recommendations or laws (including advice from authorities). You are strongly advised to carry out human review of the Output to identify and correct any errors before using the Output for Your intended purposes;
1.8 You are responsible for ensuring that all use of the Oneflow AI Features by You and any of Your users is legal and in compliance with the Agreement, all applicable laws and regulations as well as any policies (external or internal) applicable for Your use of the AI Features;
1.9 Output must not be used to develop AI models or services that compete with the Oneflow Services;
1.10 You must not (and must ensure Your users do not) include any personal data of children under the age of 13 or the applicable age of digital consent in the Input;
1.11 if Oneflow is made aware that You use the AI Features in violation of the Agreement or in a manner which could pose a security risk to Oneflow or any third party, Oneflow has the right to suspend the Services for You and/or prevent You from using the relevant AI Feature and (if the violation or security risk is material) terminate the Agreement with You with immediate effect. The same rights for Oneflow applies if Oneflow reasonably suspects that You use the AI Features in violation of the Agreement and has contacted You to resolve such suspected violation in good faith but we have failed to resolve the matter with You within seven (7) days from the date You were informed of the suspected violation. Oneflow will reactivate Your access to the AI Feature(s) and Services if You make it probable that You have not used the AI Feature(s) in violation of the Agreement and there is no other reason for Oneflow to terminate the Agreement with You;
1.12 Oneflow may terminate Your access to AI Features immediately by giving notice to You if Oneflow deems that as necessary to comply with the law or government requests. The same right applies for Oneflow if changes in Oneflow’s relationships with third-party LLM suppliers means Oneflow can no longer provide the AI Feature(s) to You; and
1.13 any termination or suspension of AI Features under this AI Appendix does not entitle You to any compensation, claim, reduction, refund, or credit of fees.
- If You are using generative AI functionalities You agree that:
2.1 generative AI is based on third-party LLM supplier(s) technology which means that Your use of generative AI is also subject to the terms and usage policies of such third-party LLM supplier(s). Information on which third-party LLM supplier(s) are used and links to the relevant terms can always be found in Your Oneflow account’s Data Management page. When using generative AI, You acknowledge and agree to, in addition to the Agreement, comply with the applicable terms and policies of the third-party LLM supplier(s);
2.2 Your use of generative AI means You instruct Oneflow to send such parts of Your Data (prompts and highlighted text) used as Input from time to time relevant third-party LLM supplier(s) for processing in accordance with their terms and usage policies;
2.3 Oneflow has the right to analyze such parts of Your Data (prompts and highlighted text) used as Input for the purpose of improving Your use of our Services;
2.4 it is Your sole responsibility to ensure that Your use of generative AI functionalities, including the data used as Input to interact with generative AI, does not violate the Agreement or terms and usage policies of the third-party LLM supplier(s);
2.5 where Your use of generative AI involves processing of personal data as defined in the Regulation (EU) 2016/679 (General Data Protection Regulation / “GDPR”), You are responsible to ensure that such processing is lawful and in accordance with applicable Data Protection Laws;
2.6 any and all of Oneflow’s liability- and indemnification undertakings, confidentiality obligations and agreed service levels under Your Agreement with Oneflow are excluded in relation to Your use of generative AI functionalities;
2.7 We reserve the right to immediately cease Your use of generative AI if we identify any suspected or confirmed violation of the Agreement or the terms and policies of the third-party LLM supplier(s); and
2.8 When You use generative AI, Oneflow may continue to use the Input questions and Output responses to maintain Your history in generative AI in accordance with the third-party LLM supplier(s) then-current terms and policies.
- If you are using AI Review & Insights, AI Extract and/or AI Search You agree that:
3.1 AI Review & Insights is a Oneflow AI Feature that allows You to analyze the contents of a contract in Oneflow used as Input to identify business risks as set up by You in the Service;
3.2 AI Extract is a Oneflow AI Feature with which You can automatically extract key information (presented as Output) from imported contracts in Oneflow which You include as Input;
3.3 AI Search is a Oneflow AI Feature which purpose is to make it possible for You to query your contract library (where used as Input) in Oneflow for specific documents or answers found within Your documents in Oneflow;
3.4 Your use of AI Review & Insights, AI Extract and/or AI Search means that You instruct Oneflow to access and process the relevant contract content (Your Data) used as Input in its entirety for the purpose of and if deemed legitimately necessary to i) provide You with and support Your use of the applicable AI Feature(s); and ii) improve the quality of and validate Your Output; and
3.5 Your instruction per above shall be regarded as an instruction from You as the Controller to Oneflow as a data processor to, in accordance with and subject to, where applicable, the Oneflow Data Processing Agreement, process any such parts of Your Data used as Input which is personal data (as defined in the GDPR), for the limited purposes mentioned in clause 3.4 above.