ONEFAN IQ Terms of Use

These Terms of Use (these “Terms”) are a binding agreement between ONELIVE, LLC, a Texas limited liability company with offices at 4101 Smith School Road, Building 3, Suite 300, Austin, Texas 78744 (“ONELIVE,” “we,” or “us”), and the business entity that accesses or uses the Platform (“Client” or “you”). These Terms govern access to and use of ONEFAN IQ, a business intelligence platform provided by ONELIVE, LLC, together with its related features (the “Platform”).

1. Acceptance and Structure of These Terms

1.1 Acceptance
BY CLICKING “I AGREE” (OR A SIMILAR CONTROL), CREATING AN ACCOUNT, OR ACCESSING OR USING THE PLATFORM, YOU AGREE TO THESE TERMS. IF YOU ACCEPT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND “CLIENT” REFERS TO THAT ENTITY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.

1.2 Relationship to Other Agreements
These Terms are intended to apply in two ways: (a) as a standalone click-through agreement accepted online; and (b) where ONELIVE and Client have a signed agreement between them (however titled, an “Agreement”) that references or incorporates these Terms, as part of that Agreement. If a signed Agreement between the Parties expressly addresses a subject covered by these Terms, the Agreement controls as to that subject; in all other respects these Terms apply. Pricing and plan details are set out in the applicable Agreement, order, plan selection, or Schedule A (the “Order”).

1.3 The DPA
ONELIVE's processing of personal data in connection with the Platform is governed by the ONEFAN IQ Data Processing Agreement (the “DPA”), which is incorporated into these Terms by reference. In the event of a conflict between these Terms and the DPA regarding the processing of personal data, the DPA controls.

2. Definitions

“AI Features” means the Platform features that use artificial intelligence or large language models, including natural-language query, analysis, insights, and performance recommendations.

“Client Data” means data that Client connects to, uploads to, or makes available through the Platform, including data drawn from Connected Sources, and data about Client's own customers and contacts.

“Connected Source” means a third-party platform, service, or data source that Client connects to the Platform, or that ONELIVE integrates on Client's behalf, as a source of Client Data.

“Designated Recipient” means a person or address, internal or external to Client, to whom Client directs the Platform to deliver a scheduled report.

“Derived Data” means aggregated, de-identified, anonymized, statistical, or benchmarking data derived from Client Data or platform usage that does not identify, and cannot reasonably be used to identify, Client or any individual.

“Order” means the plan selection, order form, or Schedule A that sets out Client's plan, fees, and applicable limits.

“Personal Data” means information relating to an identified or identifiable natural person, as defined under applicable data-protection law; the term is further addressed in the DPA.

“Plan” means the subscription tier Client selects (for example, Standard or Pro), as described in the Order.

“Seat” means a single named user authorized to access the Platform under Client's account.

“Token” means the unit by which the Platform meters consumption of AI Features, as described in the Order.

“Usage Limits” means the Token, Seat, and other quantitative limits applicable to Client's Plan, as set out in the Order.

3. The Platform and Access

3.1 Access Grant
Subject to these Terms and payment of applicable fees, ONELIVE grants Client a non-exclusive, non-transferable, revocable right to access and use the Platform during the term for Client's internal business purposes, limited to the data of the stores and accounts Client owns or is authorized to access.

3.2 Data Segregation
The Platform is designed so that each Client can access only the data of the stores and accounts it owns or is authorized to access, and not the data of any other ONELIVE client. ONELIVE maintains technical and organizational measures intended to enforce this segregation.

3.3 Service Nature
The Platform is provided as a hosted service. ONELIVE may modify, update, or enhance the Platform from time to time, provided that ONELIVE will not materially reduce the core functionality of a paid Plan during a paid term without notice.

4. Accounts, Seats, and Security

4.1 Accounts and Seats
Access is provided through named-user Seats. Client is responsible for all activity under its account and Seats. Seats are for individual named users and may not be shared; Client may reassign a Seat to a new user when the prior user no longer requires access. Client's number of Seats is subject to the Usage Limits for its Plan (Section 5).

4.2 Credentials and Authentication
Client will keep account credentials confidential, require its users to do the same, and use any authentication measures ONELIVE requires (which may include single sign-on and multi-factor authentication). Client will notify ONELIVE promptly of any unauthorized access or use.

4.3 Client Responsibility for Users
Client is responsible for its users' compliance with these Terms and for all acts and omissions of its users as if they were Client's own.

5. Plans, Tokens, Seats, and Fees

5.1 Plans
The Platform is offered in Plans (for example, Standard and Pro). The features, Usage Limits, and fees for each Plan are set out in the Order and Schedule A. Higher-tier Plans may include additional features, including additional AI Features.

5.2 Usage Limits: Tokens and Seats
Each Plan includes Usage Limits, including a number of Tokens (metering AI Feature consumption) and a number of Seats, as set out in the Order. Client may purchase additional Tokens or Seats, or upgrade its Plan, at the rates in the Order.

5.3 Overages
If Client's usage exceeds its Usage Limits, then, as specified in the Order, ONELIVE may (a) bill the excess at the applicable overage rate, and/or (b) limit or suspend the affected feature until Client purchases additional capacity or upgrades. ONELIVE will make commercially reasonable efforts to make usage information available so Client can monitor consumption.

5.4 Fees and Payment
Client will pay the fees stated in the OrderOrder. Except as stated in the Order Order or required by law, fees are non-refundable, are exclusive of taxes (for which Client is responsible other than taxes on ONELIVE's net income), and are due per the Order's Order’s billing terms. ONELIVE may change fees effective as of the next renewal term on prior notice.

5.5 Non-Payment and Suspension
If Client fails to pay undisputed fees when due and does not cure within a reasonable period after notice, ONELIVE may suspend access to the Platform until payment is made, without limiting its other remedies. Suspension for non-payment does not relieve Client of its payment obligations.

6. Connected Data Sources

6.1 Connecting Sources
The Platform draws Client Data from Connected Sources that Client connects or authorizes ONELIVE to connect. The current categories and list of supported Connected Sources are made available by ONELIVE and updated from time to time. ONELIVE may add or change supported Connected Sources.

6.2 Client Authorization and Platform Terms
Client represents that it is authorized to connect each Connected Source and to allow ONELIVE to access and process the Client Data available through it. Client's connection and use of each Connected Source remains subject to that source's own terms; Client is responsible for complying with those terms, including any restrictions a source places on how its data may be used, combined, or shared.

6.3 Governed and Client-Provided Sources
Connected Sources accessed through an established platform integration are referred to as governed sources. Client may also seek to provide data to the Platform outside such integrations — for example, ticketing or events data, or fan or contact lists provided by Client or its representatives (“Client-Provided Data”). ONELIVE is not obligated to ingest Client-Provided Data and may require, as a condition of doing so, information sufficient to confirm the source and permitted use of that data.

6.4 Client Warranties for Client-Provided Data
For any Client-Provided Data, Client represents and warrants that (a) it has the right to provide the data to ONELIVE and to have it processed through the Platform; (b) all notices and consents required for the Platform's processing of that data (including analytics and AI processing) have been obtained; and (c) the data was lawfully collected. Client will indemnify ONELIVE for breaches of these warranties under Section 16.

7. Client Data; Ownership and License

7.1 Ownership of Client Data
As between the Parties, Client owns Client Data. Client grants ONELIVE a non-exclusive, worldwide license to access, store, process, and use Client Data to provide and support the Platform, to secure and improve it, and as otherwise permitted by these Terms and the DPA.

7.2 Derived Data
ONELIVE may create and use Derived Data, and owns all Derived Data and the benchmarks, models, and analytics generated from it, provided that Derived Data is aggregated, de-identified, or anonymized so that it does not identify, and cannot reasonably be used to identify, Client or any individual. ONELIVE's creation and use of Derived Data — including for cross-client benchmarking and to inform its models — is further described in, and subject to, the DPA.

7.3 Platform Ownership
ONELIVE and its licensors own the Platform and all software, technology, and intellectual property in it. Except for the limited access right granted here, Client receives no right, title, or interest in the Platform.

8. Data Protection and Privacy

ONELIVE's processing of Personal Data in connection with the Platform is governed by the DPA and described in ONELIVE's Data Privacy Notice (including any BI-specific supplement). Client is responsible for providing the notices and obtaining the consents required for ONELIVE's processing of Client Data as contemplated by these Terms and the DPA, including in respect of Client's own customers and contacts. ONELIVE processes Personal Data as described in the DPA and will make its current sub-processors available on its sub-processor list.

9. AI Features and Outputs

9.1 AI Features
Certain Plans include AI Features that generate analysis, insights, summaries, and recommendations. AI Features are metered in Tokens and subject to the Usage Limits in the Order.

9.2 Informational Only
AI FEATURE OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY. THEY MAY BE INCOMPLETE, INACCURATE, OR NOT SUITABLE FOR A PARTICULAR PURPOSE, AND MUST NOT BE RELIED ON AS THE SOLE BASIS FOR ANY DECISION. CLIENT IS RESPONSIBLE FOR REVIEWING OUTPUTS BEFORE RELYING ON OR ACTING ON THEM.

9.3 No Automated Decisions About Individuals
Client will not use AI Feature outputs as the sole basis for any decision that produces a legal or similarly significant effect concerning an individual.

9.4 Model Training
ONELIVE's third-party AI providers process data to generate outputs and, under ONELIVE's agreements with them, do not use ONELIVE or Client data to train their models. ONELIVE's own use of Derived Data to inform its models is governed by Section 7 and the DPA. These are distinct: the first is a commitment ONELIVE obtains from its providers; the second is ONELIVE's use of anonymized Derived Data.

10. Scheduled Reports and Designated Recipients

10.1 Scheduled Reports
The Platform allows Client to configure scheduled reports that deliver selected dashboards and data to Designated Recipients, who may be internal or external to Client.

10.2 No Personal Data in Scheduled Reports
The Platform is designed so that scheduled reports contain aggregated and non-personal data only and do not include Personal Data of consumers. Client will not attempt to circumvent this limitation or use scheduled reports to transmit Personal Data.

10.3 Client Responsibility for Designated Recipients
Client is solely responsible for the Designated Recipients it selects, for the accuracy of the delivery details, and for ensuring it has the right to share the reported data with each Designated Recipient. ONELIVE does not control or vet Designated Recipients. Client will ensure that its configuration and use of scheduled reports, and any onward use by Designated Recipients, comply with these Terms, the DPA, and applicable law, and Client will indemnify ONELIVE in respect of the Designated Recipients it selects and the data it directs the Platform to send, under Section 16.

11. Acceptable Use

Client will not, and will not permit any user or third party to:

access or use the Platform other than as permitted by these Terms, or access data Client does not own or is not authorized to access;
attempt to re-identify any individual from, or reverse any de-identification or aggregation of, Derived Data or any anonymized or aggregated output;
scrape, bulk-export, or systematically extract data from the Platform except through functionality ONELIVE provides for that purpose;
copy, modify, reverse-engineer, decompile, or create derivative works of the Platform, or attempt to access its source code, except to the extent this restriction is prohibited by law;
use the Platform to build or support a competing product or service, or for benchmarking the Platform for a competitor;
share Seat credentials, exceed Usage Limits by circumvention, or use automated means to inflate or evade metering;
misuse the AI Features, including by attempting to extract another client's data, to generate unlawful content, or to circumvent the no-Personal-Data limitation on scheduled reports;
or use the Platform in violation of applicable law or any Connected Source's terms.

ONELIVE may suspend access to address a material or ongoing violation of this Section that creates risk to the Platform, ONELIVE, or others, with notice as soon as reasonably practicable.

12. Service Availability

ONELIVE will use commercially reasonable efforts to make the Platform available, excluding scheduled maintenance, emergency maintenance, and factors outside ONELIVE's reasonable control. Any committed availability target and any related service credits, if offered, will be stated in the Order or a service-level schedule; absent such a statement, the Platform is provided on a commercially-reasonable-efforts basis without an availability guarantee.

13. Intellectual Property and Feedback

13.1 Ownership
As between the Parties, ONELIVE owns the Platform, the AI Features, all software and technology, and all Derived Data, benchmarks, models, and analytics, together with all intellectual property rights in them. Client owns Client Data as stated in Section 7.

13.2 Feedback
If Client provides suggestions or feedback about the Platform, ONELIVE may use it without restriction or obligation, and Client grants ONELIVE a perpetual, irrevocable, royalty-free license to use and incorporate it.

14. Confidentiality

Each Party may receive the other's non-public information that is marked or reasonably understood to be confidential (“Confidential Information”). The receiving Party will use Confidential Information only to exercise its rights and perform its obligations under these Terms, protect it with reasonable care, and not disclose it except to those with a need to know who are bound by confidentiality obligations, or as required by law (with notice where permitted). Confidential Information does not include information that is public without breach, independently developed, or rightfully received without restriction. The Platform, its non-public features, and ONELIVE's pricing are ONELIVE's Confidential Information; Client Data is Client's Confidential Information.

15. Warranties and Disclaimers

15.1 Mutual
Each Party represents that it has the authority to enter into these Terms.

15.2 Disclaimer
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ONELIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ONELIVE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE OR COMPLETE.

16. Indemnification

Client will defend, indemnify, and hold harmless ONELIVE and its affiliates and their personnel from and against third-party claims, and resulting losses, damages, and reasonable costs and attorneys' fees, to the extent arising from: (a) Client Data or Client-Provided Data, including any claim that ONELIVE's processing of it as authorized by Client infringed rights or violated law; (b) Client's breach of the warranties in Section 6 or of Sections 10 or 11; (c) the Designated Recipients Client selects and the data Client directs the Platform to send; or (d) Client's use of the Platform in violation of these Terms or applicable law.

17. Limitation of Liability

17.1 Exclusion of Indirect Damages
EXCEPT FOR THE EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

17.2 Liability Cap
EXCEPT FOR THE EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.3 Excluded Claims
THE LIMITATIONS ABOVE DO NOT APPLY TO (THE “EXCLUDED CLAIMS”): (A) CLIENT'S INDEMNIFICATION OBLIGATIONS; (B) CLIENT'S BREACH OF THE ACCEPTABLE USE OR CONFIDENTIALITY OBLIGATIONS; (C) AMOUNTS OWED FOR THE PLATFORM; OR (D) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

18. Term, Suspension, and Termination

18.1 Term
These Terms apply while Client has an account or accesses the Platform, and for any subscription term stated in the Order, including renewals.

18.2 Termination
Either Party may terminate for the other's material breach not cured within thirty (30) days after notice. ONELIVE may terminate or suspend immediately where Client's use creates risk to the Platform, ONELIVE, other clients, or any person, or for non-payment as described in Section 5. Client may stop using the Platform at any time; fees already due remain payable.

18.3 Effect of Termination
On termination, Client's right to access the Platform ends. ONELIVE will make Client Data available for export, and will delete or return Client Data, as and for the period described in the DPA (subject to routine backup and legal-hold retention). Provisions that by their nature should survive — including Sections 7, 13, 14, 16, 17, and 20 — survive termination.

19. Changes to These Terms

ONELIVE may update these Terms from time to time. For material changes, ONELIVE will provide reasonable notice (for example, by email or in-platform notice) before they take effect. Client's continued use of the Platform after the effective date of an update constitutes acceptance. If Client does not agree to an update, Client must stop using the Platform; for a paid Plan, material adverse changes will not take effect until Client's next renewal.

20. Governing Law and Dispute Resolution

20.1 Governing Law
These Terms are governed by the laws of the State of Texas, excluding its conflict-of-laws rules.

20.2 Venue
Subject to Section 20.3, the state and federal courts located in Travis County, Texas have exclusive jurisdiction over disputes arising out of or relating to these Terms, and each Party consents to that jurisdiction and venue. Each Party waives any right to a jury trial.

20.3 Injunctive Relief
Either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its confidential information or intellectual property or to prevent irreparable harm.

21. General

21.1 Assignment
Client may not assign these Terms without ONELIVE's prior written consent; ONELIVE may assign to an affiliate or in connection with a merger, reorganization, or sale of assets. These Terms bind and benefit the Parties and their permitted successors and assigns.

21.2 Notices
ONELIVE may provide notices by email, through the Platform, or by posting. Client notices to ONELIVE must be sent to [notice address / legal@onelive.com].

21.3 Force Majeure
Neither Party is liable for delay or failure (other than payment obligations) due to causes beyond its reasonable control.

21.4 Severability; Waiver
If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains in effect. No waiver is effective unless in writing, and no waiver is a continuing waiver.

21.5 Entire Agreement
These Terms, together with the Order, Schedule A, the DPA, and any document expressly incorporated, are the entire agreement regarding the Platform and supersede prior understandings on that subject, subject to the precedence rules in Section 1.

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