SAAS Terms of Service
SAAS Terms of Service
These are the Terms of Service that govern your use of the OneLine Software web-based Software-as-a-Service (SAAS) platform. Please carefully read and understand these terms before accessing or using our services.
These Terms of Service outline the rights and responsibilities of users and OneLine Software. They cover important aspects such as user registration, compliance with laws, intellectual property rights, payment and fees, limitations of liability, and termination.
If you have any questions or concerns regarding these Terms of Service, please contact us at legal@onelinesoftware.com.
1. Acceptance of Terms
1.1 – Agreement to Terms
By using or accessing the OneLine Software (“Company”, “we”, “us”) software platform (the “Services”), you (“User”, “you”) are agreeing to these Terms of Service (“Terms”). These Terms form a legally binding agreement between you and us, and they govern your access to and use of the Services, which includes any information, data, text, graphics, photos, software, tools, features, and other materials provided, submitted, or made available to you through the Services (collectively referred to as “Content”).
1.2 – Declining the Terms
If you do not agree to these Terms, you must not access or use our Services. By accessing or using our Services, you indicate that you have read, understood, and accept these Terms and any other applicable law.
1.3 – Modifications to Terms
We may change these Terms from time to time. If we do, we will post the modified Terms on our website or otherwise provide you with notice of the modification. It is your responsibility to regularly check our website to ascertain if any changes have been made. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.
1.4 – Agreement on Behalf of an Organization
If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and represent that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will refer to that organization.
1.5 – Right to Refuse or Limit Access
We reserve the right to refuse access to the Services to anyone for any reason at any time. We may also, at our discretion, limit or terminate your access to the Services without notice or liability, for any reason, including but not limited to violation of these Terms.
1.6 – Headings
The headings used in these Terms of Service are for convenience and readability only and shall not be used to interpret or determine the legal meaning or intent of any provision.
2. Description of Services
2.1 – Description
The Company provides an online, software-as-a-service platform that allows users to view, edit, manage, and store their electrical one-line diagrams, including comprehensive information about the associated equipment and related documents. This service enables users to digitally manage one-lines for multiple properties, buildings, or facilities, view entire one-line diagrams in an easily accessible digital format, and store and retrieve detailed information about every piece of equipment depicted in the electrical one-lines; this encompasses location details, electrical specifications, manufacturer information, associated documents, servicing procedures, and more.
2.2 – Features and Functionality
The specific features and functionalities of the Services are outlined on our website and in our product documentation. We reserve the right to update, add to, modify, or discontinue any feature, functionality, or part of the Services at our sole discretion, with or without notice. We make no guarantees on the availability or continuity of specific features or functionalities.
2.3 – Service Availability
While we make reasonable efforts to ensure the Services are available at all times, we do not guarantee, represent, or warrant that your access to our Services will be uninterrupted or error-free. We reserve the right to perform maintenance and updates that may occasionally cause downtime or slow service response times.
2.4 – Solely a Service
This agreement is strictly a service agreement. No license to any software is granted under this agreement, nor do users have any rights to own or access the software outside of this service. The use of the software is provided solely as a service, and users neither receive a copy of the software nor are granted any rights or licenses in the underlying software.
3. User Registration
3.1 – Registration
To use the Services, you must register an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your account and your access to the Services if any information provided during the registration process or thereafter proves to be inaccurate, false, or misleading.
3.2 – Administrator Oversight
Accounts associated with your organization may be initially registered by an administrator from your organization or from OneLine Software (“Admins”). Whether registered by you or an Admin, you acknowledge and agree that the Admins, whether from your organization or OneLine Software, have the authority to manage all aspects of your account. This includes but is not limited to setting or changing your password, accessing or editing your account information, and managing your content. You understand and consent to the Admins’ right to exercise these privileges at any given time.
3.3 – Password Protection
You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your account.
4. User Responsibilities
4.1 – Compliance with Laws
In using the Services, you commit to abide by all local, state, national, and international laws, rules, and regulations, especially those concerning data privacy, international communications, and the transmission of personal or technical data. OneLine Software does not oversee or control the content of the information you transmit through our Services. You pledge not to distribute or upload any content protected by intellectual property rights, privacy rights, or copyright without the appropriate permissions.
4.2 – Unauthorized Use & False Information
It is your responsibility to inform OneLine Software immediately in case of any unauthorized use of your password, user ID, or any other security breach. If you detect or suspect unauthorized usage of the Services, you must promptly notify OneLine Software and make reasonable efforts to halt it. Providing false identity information to gain access to or use the Services is prohibited.
4.3 – Administrator Access
If you are an Admin, you bear the responsibility for your Admin Users’ actions. OneLine Software is not accountable for any data loss or functionality issues caused directly or indirectly by the Admin Users.
4.4 – User Content
You hold sole responsibility for the creation, input, submission, posting, sharing, transmission, and storage of your data, files, or other content on the platform. You affirm that your User Content does not infringe or violate any third party’s rights, including intellectual property rights, privacy rights, or confidential information rights.
4.5 – License from User
Subject to this Agreement’s terms and conditions, you grant OneLine Software a limited, non-exclusive, and non-transferable license to copy, store, configure, perform, display, and transmit User Content solely to provide the Services.
4.6 – Ownership and Restrictions
You retain ownership and intellectual property rights in your User Content. All ownership and intellectual property rights regarding the Services and anything developed and delivered under this Agreement remain with OneLine Software or its licensors. The terms of the third-party technology license agreement govern your rights to use any third-party technology necessary for the Services, not this Agreement.
4.7 – Suggestions
OneLine Software shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by you, including Users, relating to the Services.
4.8 – Ethical Use
You pledge not to use the Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.
4.9 – Data Backup
While OneLine Software provides robust data backup mechanisms, you are solely responsible for backing up any data, information, or other content you use or store with the Services. OneLine Software is not liable for any failure to store or transmit, or for the deletion of, any content or communication maintained by the Service.
5. Restrictions
As a user, you agree not to, and not to permit anyone else to:
6. Payment and Fees
6.1 – Orders
Your order for our Services will be made in accordance with terms set out in an agreed Purchase Order or similar agreement (“Order”). All Services purchased by you will be governed exclusively by this Agreement and the applicable Order. In the event of a conflict between the terms of an Order and this Agreement, the terms of the Order shall take precedence.
6.2 – Invoicing and Payment
Unless otherwise stipulated in the Order, OneLine Software will invoice you for all fees on the Order’s effective date. You will pay all undisputed invoices within thirty (30) days of receipt. Except as expressly provided otherwise, all fees are non-refundable. All fees are denominated in United States Dollars and must be paid to OneLine Software in United States Dollars.
6.3 – Late Payments
Any payment not received from you by the due date may accrue late charges at OneLine Software’s discretion. This will be at a rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date the payment was due until the date paid.
6.4 – Subscription Renewals
If applicable, your subscription to our Services will automatically renew for the same subscription period unless you notify us of your decision not to renew your subscription at least thirty (30) days prior to your next scheduled billing date.
6.5 – Price Changes
OneLine Software reserves the right to modify any fees or charges and to institute new charges at any time, provided we give you thirty (30) days’ prior notice (which may be sent by email).
6.6 – Additional Costs
If applicable, any additional costs arising from over-usage or additional features requested by you will be communicated to you prior to billing.
6.7 – Taxes
Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, such as value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases. If we have a legal obligation to pay or collect Taxes for which you are responsible under this section, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
7. Privacy
7.1 – General
Your privacy is of utmost importance to us. Our Privacy Policy, which is incorporated into these Terms by reference, explains how we collect, use, protect, and disclose information and data when you use the Services.
7.2 – Information We Collect
We may collect and receive information about users of our Services from various sources, including through your user registration process, your use of the Services, from third parties, and through various security technologies.
7.3 – Data Protection
We employ stringent security measures to protect your data from unauthorized access, maintain data accuracy, and ensure the correct use of information.
7.4 – Access to Privacy Policy
The Privacy Policy is accessible on our website, and you agree to review the Privacy Policy periodically to be aware of any modifications.
7.5 – Consent
By using our Services, you acknowledge you have read the Privacy Policy and agree to be bound by its terms and consent to our collection, use, and disclosure of your information as described in the Privacy Policy.
8. Content Ownership
8.1 – Intellectual Property Rights in Your Content
As between you and OneLine Software, you retain all rights, title, and interest in and to all intellectual property rights in your Content. OneLine Software does not claim any ownership rights in your Content. You grant OneLine Software a limited, non-exclusive, worldwide, royalty-free, and non-transferable license to host, copy, transmit, display, and use your Content, but solely as necessary for us to provide the Services to you.
8.2 – Intellectual Property Rights in the Services
OneLine Software and its licensors retain all rights, title, and interest in and to all intellectual property rights in the Services, and all related technology, templates, formats, scripts, interfaces, and “look and feel”, and any updates, modifications, or enhancements thereto. You do not acquire any rights, title, or interests in or to the Services, except for the limited rights expressly set forth in this Agreement.
8.3 – Confidentiality and Use of Your Content
Unless it receives your prior written consent, OneLine Software: (a) shall maintain your Content in confidence, (b) shall not disclose your Content to any third party, and (c) shall not use your Content for any purpose other than providing the Services to you. These restrictions do not apply to Content that you intentionally mark as publicly viewable in our software, is publicly available, independently developed by OneLine Software, already rightfully in OneLine Software’s possession not due to a breach, or required to be disclosed by law or any regulatory authority.
8.4 – Responsibility for Accuracy and Legality of Content
You are solely responsible for the accuracy, content, and legality of all Content. You represent and warrant to OneLine Software that you have all necessary rights, consents, and permissions to collect, share, and use all Content as contemplated in this Agreement, and that no Content violates or infringes upon the rights of any third party.
9 Multi-Tenancy
The OneLine Software platform operates on a multi-tenant architecture. Multi-tenancy refers to a software architecture where a single instance of the software serves multiple independent customers, known as “tenants.” Each tenant accesses and utilizes the software in a separate and secure environment, ensuring the privacy, security, and isolation of their data and operations.
9.1 – Separate and Secure Tenant Environments
Each tenant (customer) using our SaaS platform will have their own separate and secure environment, isolated from other tenants, through which they can access and manage their data.
9.2 – Data Separation and Privacy
The data and information entered by each tenant into the SaaS platform will be stored separately and will not be accessible or visible to other tenants, unless explicitly authorized by the tenant or required by law.
9.3 – Security and Data Protection
The tenant acknowledges and agrees that while we employ appropriate measures to ensure the security and privacy of their data, we cannot guarantee absolute protection against unauthorized access, disclosure, or loss of data. The tenant is responsible for implementing their own security measures to protect their login credentials and data.
9.4 – Shared Resources and Infrastructure
Our SaaS platform may include shared resources and infrastructure that are utilized by multiple tenants. We will take reasonable measures to ensure that the activities of one tenant do not interfere with or impact the performance, security, or availability of the platform for other tenants.
10. Usage Limitations
Despite any representations about “unlimited” storage or one-line sizes in our marketing materials or elsewhere, practical limits may apply to these features due to technical constraints and/or business considerations. OneLine Software reserves the right to enforce these practical limits at its discretion, and will attempt to provide reasonable notice of any such enforcement.
11. Term and Termination
11.1 – Term of Agreement
The term of this Agreement shall commence on the Effective Date and continue until terminated by either party as outlined in this Section.
11.2 – Termination
Either party may terminate this Agreement immediately upon a material breach by the other party that remains uncured within thirty (30) days after receipt of notice of such breach.
11.3 – Suspension for Non-Payment
OneLine Software reserves the right to suspend delivery of the Services if the Customer fails to make timely payment of any undisputed amounts due to OneLine Software under this Agreement, but only after OneLine Software notifies the Customer of such failure and such failure continues for fifteen (15) days. Suspension of the Services shall not exempt the Customer from its payment obligations under this Agreement.
11.4 – Suspension for Ongoing Harm
OneLine Software reserves the right to suspend delivery of the Services if OneLine Software reasonably concludes that the Customer’s or the Customer’s users’ use of the Services is causing immediate and ongoing harm to OneLine Software or others. Should an extraordinary situation arise that necessitates OneLine Software to suspend the delivery of the Services, OneLine Software shall immediately notify the Customer of the suspension, and the parties shall diligently work to resolve the issue.
11.5 – Effect of Termination
(a) Upon termination of this Agreement or expiration of the Subscription Term, OneLine Software shall immediately cease providing the Services and all usage rights granted under this Agreement shall terminate.
(b) If OneLine Software terminates this Agreement due to a breach by the Customer, then the Customer shall immediately pay to OneLine Software all amounts currently due under this Agreement and those due during the remaining term of this Agreement, had it not been for such termination.
(c) Upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party shall immediately return or destroy any tangible Confidential Information and provide written certification of such destruction. However, the receiving party’s legal counsel may retain one archival copy of such information for potential future disputes between the parties.
(d) In the event OneLine Software ceases to sell, distribute, or support the Services as a product, the Customer shall have the right to purchase the software as it exists at that time for $1.00. This purchase provides a perpetual license and does not transfer ownership of any proprietary technology developed by OneLine Software as defined in Section 7 of this Agreement. Thereafter, modifications to the proprietary technology are not permitted unless required to maintain the usability of the software.
12. Modifications to Terms
12.1 – Changes to Agreement
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. The most current version of these Terms will supersede all previous versions.
12.2 – Notification of Changes
When changes are made, we will notify you by making the revised version available on this webpage and will indicate at the top of this page the date that revisions were last made. We will also endeavor to provide you with additional notice of any substantial changes, such as via email or through our Services.
12.3 – Continued Use
Your continued use of our Services following the posting of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, in whole or in part, you should stop using the Services.
13. Warranties
13.1 – Warranty
OneLine Software represents and warrants that it will provide the Services in a professional manner consistent with general industry standards, and that the Services will perform substantially in accordance with any provided documentation and intended use. For any breach of this warranty, the Customer’s exclusive remedy shall be as provided in Section 11, Term and Termination.
13.2 – Limited Warranty
OneLine Software warrants that the Services will perform in all material respects in accordance with the provided documentation and intended use. However, OneLine Software does not guarantee that the Services will be error-free or uninterrupted, nor does it commit to correcting all Service errors. The Customer acknowledges that OneLine Software does not control data transfer over communications facilities, including the Internet, and that the Service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by OneLine Software (express or implied) with respect to the subject matter of this Agreement. Neither OneLine Software nor any of its licensors or other suppliers warrant or guarantee that the operation of the Service will be uninterrupted, virus-free or error-free. Further, neither OneLine Software nor any of its service providers will be liable for unauthorized alteration, theft, or destruction of the Customer’s or any user’s data, files, or programs.
14. Governing Law
This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Wisconsin, United States, excluding its conflicts of law provisions. The parties agree that any legal action or proceeding relating to this Agreement shall be brought exclusively in any state or federal court located in Milwaukee County, Wisconsin. Each party waives any objection to venue or claim of inconvenient forum. The parties consent to the personal jurisdiction of these courts. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
15. Limitation of Liability
To the fullest extent permitted by applicable law, OneLine Software shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the Services; (b) any conduct or content of any third party on the Services; (c) any content obtained from the Services; or (d) unauthorized access, use, or alteration of your transmissions or content. In no event shall the aggregate liability of OneLine Software exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim.
16. Indemnification
You agree to indemnify, defend, and hold harmless OneLine Software, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third-party claims, losses, liability, damages, penalties, fines, forfeitures, costs, and/or expenses (including but not limited to reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or relating to: (i) your access to or use of the Services; (ii) your violation or alleged violation of these Terms; (iii) your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (v) any misrepresentation made by you; or (vi) your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. OneLine Software reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with OneLine Software in asserting any available defenses.
17. Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by OneLine Software without restriction or notice.
18. Severability
In the event that any provision of these Terms is held to be invalid or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect.
19. Waiver
No waiver of any term of these Terms by OneLine Software shall be deemed a further or continuing waiver of such term or any other term, and OneLine Software’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
20. Complete Agreement
These Terms, together with any amendments and any additional agreements you may enter into with OneLine Software in connection with the Services, shall constitute the entire agreement between you and OneLine Software concerning the Services.
21. Questions and Contact Information
For any questions or comments about the Services, you can contact us using the following methods:
Email: legal@onelinesoftware.com
Mailing Address:
OneLine Software, LLC Legal Dept.
1121 Marlin Court
Waukesha, WI 53186
Phone: 262-299-9655