1. TERMS
1.1. Terms and Order Forms. These OneSignal Pro Terms (these “Pro Terms”) together with a OneSignal Order Form (“Order Form”) are entered into between OneSignal, Inc. (“OneSignal”) and the customer (“Customer”) identified on the Order Form referencing these Pro Terms. These Pro Terms and each Order Form together form the “Agreement” with the effective date in the Order Form (“Effective Date”). Customer’s access to and use of the Services is governed by this Agreement. Any conflict between this Agreement, the Order Form and any exhibit hereto or linked document, will be resolved in the following order: (a) the Order Form, (b) any exhibit or linked document; and then (c) these Pro Terms.
1.2. Amendments. OneSignal may change this Agreement. If the change to this Agreement will materially impact Customer’s use of the Services, OneSignal will notify Customer at least 30 days before the changes become effective. If such material changes are unacceptable to Customer, Customer may terminate this Agreement by giving written notice to OneSignal, which notice must be received no later than 30 days after such changes are effective, and OneSignal will issue a pro-rated refund of Customer’s pre-paid Fees (if applicable) based on the number of full months remaining in the Subscription Period. Any other change is effective as of the date these Pro Terms are updated. Customer’s continued use of the Services after the effective date of the changes to these Pro Terms will indicate acceptance of such changes.
2. DEFINITIONS
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than percent (50%) of the outstanding voting securities or the ability to control the operations of the entity in question.
“Authorized User" means Customer’s employees, contractors, and agents that Customer has authorized to access and use the Services.
“Customer Content” means any notifications, text, messages, links, and other content that Customer shares or makes available via the Services.
“Customer Personal Data” means any Personal Data contained in Customer Content.
“Customer Properties” means the applications or websites owned or controlled by Customer that access the Services.
“Documentation” means any manuals, instructions, or other documents or materials that OneSignal provides to its customers which describe the functionality, features, or requirements of the Services, the current versions of which are located at documentation.onesignal.com.
“End Users” means users of the Customer Properties.
“Monthly Active Users (MAU)” means the total number of unique OneSignal subscription identifiers that access any Customer Property in the immediately preceding 30 day period as recorded by OneSignal. E.g., A single subscription identifier that accesses multiple Properties, or accesses one Property multiple times, in the 30 day period is counted as only one MAU.
"OneSignal Data" means information derived from the Services that excludes identification of the Customer, their End Users, or any natural person, or has been subjected to processes of anonymization, de-identification, or aggregation, effectively irreversibly eliminating such identification. This includes Customer Content transformed by OneSignal under the terms of this Agreement to achieve this non-identifiable state.
“OneSignal DPA” means the data protection addendum that contains the personal data processing-related terms for the Services, the current version of which is available at https://onesignal.com/dpa.
“Personal Data” means any information related to an identified or identifiable natural person (e.g. first and last name) or codes including a unique device identifier (e.g. IP address, advertising identifier) that alone or in combination with other data elements (e.g. commercial information, date of birth, or employment information) could enable an individual or unique device to be identified, directly or indirectly, or as otherwise defined in applicable data protection and security laws.
“SDK” means OneSignal’s open source software development kit.
“Sensitive Information” means sensitive personal data or information, sensitive data, or special categories of personal data or information as defined under applicable data protection laws. For example, Sensitive Information includes social security numbers or other government identifiers, information related to racial or ethnic origin, political opinions, religion or other beliefs, medical or health information or conditions, criminal background, trade union membership, sexual orientation, and precise geolocation.
“Services” means the products and services provided by OneSignal or its Affiliates including all updates, modifications, or improvement thereto, purchased by Customer under an Order Form or otherwise used by Customer, including the onesignal.com websites and any SDK’s and APIs offered by OneSignal but excluding any Third Party Services.
“Subscription Period” if applicable means the subscription period of each individual subscription Service in the applicable Order Form.
“Third Party Services” means any products, services, or software components that are used or purchased by Customer but provided by a third party and generally governed by a separate agreement between Customer and the third-party provider.
3. SERVICES
3.1. Access and Use. Subject to the terms and conditions of this Agreement OneSignal grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services specified in the Order Form, and related Documentation, during the Subscription Period, solely for its internal use by Authorized Users.
3.2. Registration; Integration. In order to use the Services, Customer must provide certain information to register and maintain its account on the Services dashboard, including account manager details. Customer will correctly implement and integrate the SDK and/or API into Customer Properties, in compliance with the Documentation and any reasonable written specifications that OneSignal may specify from time to time.
3.3. Support. OneSignal will make commercially reasonable efforts to promptly respond to general customer support requests 24/7 including holidays; and provide technical support during regular business hours, which are 9 a.m. to 5 p.m. Pacific Time, Monday to Friday, excluding U.S. holidays.
3.4. Optional Services. Customer may purchase optional Services, such as premium support or onboarding Services, if included in an Order Form.
3.5. Third Party Service Integrations. If Customer opts to include or enable any optional Third Party Service integrations in connection with Customer Properties, Customer will be bound by the terms and conditions and privacy policy of such third party. OneSignal is not responsible or liable for any Third Party Services, and the use of any data that Customer authorizes to disclose to them via the Services or otherwise.
3.6. License. Customer grants OneSignal a worldwide, royalty-free, non-sublicensable (except solely as required to provide Customer the Services) license, during the applicable Subscription Period, to (a) use and access the Customer Content and Customer Properties in order to provide the Services to Customer, in a manner consistent with the OneSignal DPA.
3.7. Trials and Betas. OneSignal may offer optional free, trial, beta or early access to the Services or a feature thereof (“Trials and Betas”). Use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated by OneSignal on the Order (or if not designated, 30 days). Either party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Notwithstanding anything else in this Agreement, OneSignal offers no warranty, indemnity, SLA or Support for Trials and Betas and its liability for Trials and Betas will not exceed US$1,000.
3.8. Customer Affiliates. Customer Affiliates may further separately purchase and use subscriptions to the Services subject to the terms of this Agreement by entering into an Order Form directly with OneSignal hereunder. This Agreement shall apply to such Affiliates and such Affiliates shall be deemed the “Customer” as contemplated herein. Note that the Services do not permit allocation of billing to specific Affiliates under a single account.
4. RESPONSIBILITIES AND RESTRICTIONS
4.1. Responsibilities. Customer will (and will cause its Authorized Users to): (a) comply with all applicable laws and regulations regarding the access and use of the Services, (b) comply with the OneSignal Acceptable Use Policy located at https://onesignal.com/aup ("AUP"), (c) ensure that the transfer and processing instructions of Customer Personal Data under this Agreement is lawful, (d) maintain the confidentiality of Customer’s access information including requiring two-factor authentication of its Authorized Users when accessing the Services, (e) notify OneSignal promptly of any unauthorized use of any password or account or any other known or suspected breach of security, (f) notify OneSignal promptly after discovery of any unauthorized use of any account access information and make reasonable efforts to stop such activity; and (g) notify OneSignal promptly of any authorized copying or distribution of the Services that is known or suspected by Customer or the Authorized Users and make reasonable efforts to stop such activity. Customer is liable for the acts and omissions of all Authorized Users in connection with this Agreement, as well as any access to and use of the Services by any person logging in under an ID registered under Customer’s account or providing and/or receiving Customer Content or other information through the Services. Customer agrees that OneSignal has the right to reasonably monitor its use of the Services to ensure compliance with this Agreement.
4.2. Restrictions. Customer will not (and will cause its Authorized Users to not) make any representations, warranties, guarantees or similar commitments on behalf of OneSignal regarding the Services.
5. FEES; PAYMENT
5.1. Fees; Payment. In consideration for accessing the applicable Services, Customer must pay the fees specified in the Order Form and any applicable overages (the “Fees”). All Fees are non-refundable except as expressly set forth in this Agreement. Customer billing information must be accurate and complete at all times. If Customer fails to pay any amounts when due Customer will be deemed in material breach of this Agreement. In the event of Customer’s failure to pay, OneSignal will notify Customer and may suspend Customer’s account for failure to pay after 30 days notice. Any failed payment transaction (e.g., insufficient funds in Customer’s account, credit card charge denied) will be automatically assessed a $15 fee. OneSignal may assess an additional 1.5% late charge (or the highest amount allowed by law, whichever is lower) per month from the payment due date until paid in full. Customer is responsible for any fees, including attorneys’ and collection fees, incurred by OneSignal in collecting any delinquent amounts.
5.2. Disputes. If Customer has a good faith dispute about overage fees in an invoice, Customer must email ar@onesignal.com within 30 days of invoice date to initiate a reconciliation. Any reconciliation resolved in Customer’s favor will result in a credit to be applied to Customer’s next invoice. After 30 days, all reported numbers are final and cannot be disputed.
5.3. Taxes. Customer is responsible for paying all sales, services, value added or other similar taxes, duties or charges applicable to this Agreement, other than taxes based on OneSignal’s income.
5.4. Fee Adjustments for Pass-Thru Cost Changes. If OneSignal’s direct cost for providing SMS/MMS/RCS or email services increase due to changes in fees from our partner or provider, OneSignal may increase its Fees by the amount of the direct cost increase (with no upcharge) for the impacted Service upon 30 days prior written notice to Customer via email.
6. OWNERSHIP
6.1. Reserved Rights. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for OneSignal’s express rights in this Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer Properties, and Customer Content provided to OneSignal. Except for Customer’s express rights in this Agreement, as between the parties, OneSignal and its licensors retain all intellectual property and other rights in the Services, the OneSignal Data, and related OneSignal technology.
6.2 Feedback. If Customer gives OneSignal feedback regarding improvement or operation of the Services, OneSignal may use the feedback without restriction or obligation. All feedback is provided “AS IS” and OneSignal will not publicly identify Customer as the source of feedback without Customer’s permission.
7. TERMINATION
7.1. Term. This Agreement begins on the effective date of the Order Form and expires at non-renewal or termination per this Agreement.
7.2. Termination Rights.
(a) Either party may terminate this Agreement and all Order Forms upon the other party’s material breach that remains uncured for 30 days following notice of such breach, except that in the event of a breach of the AUP, Section 4.1 (Responsibilities), or Section 4.2 (Restrictions), the cure period is five days.
(b) Customer may terminate this Agreement at any time for convenience, subject to the Customer paying OneSignal the fees for all Subscription Periods without any refunds or pro-rata adjustments.
7.3. Effect of Termination. Except as set forth in this Agreement, upon any termination of this Agreement: (a) all Fees owed to OneSignal will be immediately due and payable; (b) Customer’s right to access and use the Services and Documentation will immediately terminate; and (c) each party will promptly return to the other party such party’s Confidential Information or permanently erase all such information and material from all systems it directly or indirectly controls, except to the extent required by applicable law or in backup systems until deleted in the ordinary course, provided that all such information and materials will remain subject to the confidentiality and security requirements set forth in this Agreement.
7.4. Survival. The following Sections and any other right or obligation that by its nature should survive termination of this Agreement, will survive any termination of this Agreement: 4 (Responsibilities and Restrictions); 5 (Fees; Payment), 6 (Ownership), 7.3 (Effect of Termination), this 7.4 (Survival), 9 (Confidentiality), 11 (Indemnification), 12 (Limitation), and 13 (Miscellaneous) except 13.3.
8. REPRESENTATIONS AND WARRANTIES
8.1. Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as an entity under the laws of the jurisdiction of its organization; (b) it has the right, power and authority to enter into this Agreement and to perform its obligations and grant the rights and licenses under this Agreement; and (c) its representative is duly authorized to execute this Agreement.
8.2. Additional OneSignal Representations and Warranties. OneSignal represents and warrants to Customer that OneSignal will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.
8.3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” ONESIGNAL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ONESIGNAL MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR THE RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR LOSS OF DATA, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
9. CONFIDENTIALITY
“Confidential Information” means any proprietary or non-public information shared or made available by a Discloser in connection with this Agreement. Each party (a “Recipient”) shall not (a) use, or permit the use of, the other party’s (a “Discloser”) Confidential Information other than as necessary to perform Recipient’s obligations or exercise its rights under this Agreement and (b) disclose the Discloser’s Confidential Information to any third party without Discloser’s prior written consent, except that Recipient may disclose Discloser’s Confidential Information solely to Recipient’s employees, officers, directors, contractors, agents and advisors (“Representatives”) who have a need to know for purposes of the Recipients’ exercise of its rights or performance of its obligations under this Agreement and who are bound in writing to keep such information confidential pursuant to confidentiality agreements consistent with this Agreement. Recipient acknowledges and agrees that it is responsible and liable for any breach by its Representatives of this section of this Agreement. Recipient shall exercise due care in protecting Discloser’s Confidential Information from unauthorized use and disclosure and will not use less than a reasonable degree of care. The foregoing will not apply to any information that: (i) was or becomes generally known by the public through no fault of Recipient or its Representatives; (ii) was rightfully known to Recipient, without restriction, prior to disclosure by Discloser; (iii) was rightfully, and with authority, disclosed by a third party to Recipient, without restriction; or (iv) Recipient independently develops without use of Discloser’s Confidential Information. If the Recipient or any of its Representatives is required pursuant to a governmental order or proceeding to disclose any Confidential Information of Discloser, then, to the extent permitted by applicable law, the Recipient shall promptly, and prior to such disclosure, notify the Discloser of such requirement so that the Discloser can seek a protective order or other remedy.
10. DATA
10.1. DPA. Each party will comply with the OneSignal DPA.
10.2. Security. OneSignal will implement and maintain the security measures in the OneSignal DPA. Each party will comply with all data protection and security laws applicable to it in connection with this Agreement. Each party will implement and maintain reasonable administrative, physical and technical security procedures and practices appropriate to protect the personal information that is under its control or in its possession. Customer will not disclose or make available or accessible to OneSignal any Sensitive Information unless expressly agreed to in writing by OneSignal.
10.3. Usage Data. OneSignal may collect technical logs, data, and learnings about Customer’s use of the Services (“Usage Data”) and use it to operate, improve and support the Services, and for other lawful business purposes, including benchmarking, billing, and reports. However, Provider will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer, its Users or any other person and (b) aggregated with data across other customers.
11. INDEMNIFICATION
11.1. OneSignal will indemnify and defend Customer and its directors, officers, employees, consultants, agents and other representatives (“Customer Indemnitees”), from and against any and all damages, liabilities, losses, costs (including reasonable attorneys’ fees) and other expenses (“Losses”) arising out of any third party claim, demand or proceeding (“Claim”) against any Customer Indemnitee to the extent alleging that the Services as integrated with Customer Properties and used by Customer in accordance with this Agreement infringes or misappropriates the intellectual property rights or other rights of any third party. OneSignal has no obligation hereunder to the extent the Claim arose from (a) Customer’s or any Authorized User’s use of the Services other than as permitted under this Agreement; or (b) the modification of any of the Services by any party other than OneSignal, unless previously authorized by OneSignal in writing.
11.2. Customer will indemnify and defend OneSignal, its Affiliates, and its and their respective licensors, suppliers, service providers, directors, officers, employees, consultants, agents and other representatives (“OneSignal Indemnitees”), from and against any and all Losses arising out of any Claim against any OneSignal Indemnitee to the extent alleging or relating to: (a) Customer’s breach of the AUP, and (b) any allegation that Customer Content or Customer Properties (excluding the SDK and API), or other materials Customer submit to us or transmit via the Services, infringes or misappropriates the intellectual property rights or other rights of any third party or individual, or violates any applicable law.
11.3. Indemnity Process. Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim unless the settlement unconditionally releases the indemnified party of all liability for the claim and the indemnifying party obtains the indemnified party’s consent); (c) providing to the indemnifying party all available information and assistance in connection with the claim, at the indemnifying party’s request and expense; and (d) not compromising or settling such claim. The indemnified party may participate in the defense of the claim, at the indemnified party’s sole expense (not subject to reimbursement).
12. LIMITATION OF LIABILITY
12.1. To the fullest extent permitted by applicable law, excluding any breach of Section 9 (Confidentiality), neither party nor any of its respective directors, officers, employees, consultants, agents or other representatives, is responsible or liable to the other party for any indirect, incidental, consequential, special, exemplary, or punitive damages, including, without limitation, damages for loss of business, loss of data or lost profits, under any contract, negligence, strict liability or other theory arising out of or relating in any way to the Services or this Agreement.
12.2. To the fullest extent permitted by applicable law, excluding liability for fraud, gross negligence, or intentional misconduct, any breach of Section 6 (Ownership), 9 (Confidentiality), and any obligations under Section 11 (Indemnification), each party’s maximum aggregate liability to the other party is the total amount paid or payable by Customer in the first 12 months after the Effective Date (the “General Cap”); provided, that OneSignal’s maximum aggregate liability to Customer for personal data security breaches and all liabilities with respect to personal data is limited to two times the General Cap.
13. MISCELLANEOUS
13.1. Governing Law; Venue. This Agreement is governed by the laws of the State of California, without reference to conflicts of laws principles. The parties hereby submit to the exclusive jurisdiction of the courts of the federal and state courts in San Francisco, California.
13.2. Assignment. Neither party may assign this Agreement without the prior written consent of the other party which consent shall not be unreasonably withheld or delayed, except that OneSignal may assign this Agreement without Customer’s consent to an Affiliate or in connection with any sale of all or substantially all of its assets related to the Services purchased by Customer. This Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees.
13.3. Customer List: OneSignal may use Customer’s trade names, trademarks, service marks, logos, domain names, testimonials and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website listings (including links to Customer’s website) for the sole purpose of publicizing Customer’s use of the Services. OneSignal will comply with brand guidelines provided by Customer. All goodwill accruing from OneSignal’s use of the Customer Marks inure to the sole and exclusive benefit of Customer.
13.4. Remedies. The parties’ rights and remedies hereunder are cumulative, except as provided herein. Any breach of this Agreement relating to Section 6 (Ownership) and 9 (Confidentiality) will constitute irreparable harm to the other party for which monetary damages would be inadequate, and accordingly such party may seek injunctive relief as an appropriate remedy.
13.5. Subcontractors. Provider may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Provider remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. This does not limit any additional terms for subprocessors under a DPA.
13.6. Waiver; Severability. A party’s failure to enforce any provision in this Agreement will not constitute a waiver unless in writing. If any provision of this Agreement is unenforceable, it will be changed and interpreted to accomplish the objectives of such provision to the extent legally permissible and the remaining provisions will continue in full force.
13.7. No Third Party Beneficiaries. There are no third party beneficiaries under this Agreement.
13.8. Force Majeure. Neither party is liable for a delay or failure to perform this Agreement due to an unforeseen event beyond a party’s reasonable control, such as a strike, blockade, war or acts of war, pandemic, act of terrorism, embargoes, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above. This Section does not limit Customer’s obligations to pay fees owed.
13.9. Notice. Notices will be deemed given upon confirmed delivery or confirmed receipt via the email addresses set forth below.
Notice to OneSignal at legal@onesignal.com.
Notice to Customer to the legal notice email address in the Order Form
13.10. Relationship. The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. Neither party shall have any authority to contract for or bind the other party in any manner whatsoever.
13.11. Entire Agreement. This Agreement constitutes the final, exclusive agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter. No provision of this Agreement will be construed against either party as the drafter thereof. Any preprinted terms on any Customer purchase order have no effect on the terms of this Agreement and are rejected.