Terms used in these Terms of Service and not defined in-line have the meanings set forth below: 

a. “Contact” means a third party who sends messages to, or receives messages from, the OneDais Service. 

b. “Credit” means the virtual cost of sending or receiving a single message on behalf of the Customer by the OneDais Service. 

c. “Customer Data” means data transmitted by you, your Users (as defined below) and Contacts to the OneDais Service and includes Content (as defined below) and personal information. 

d. “Law(s)” means all laws, rules, regulations and other binding requirements of any governmental authority with jurisdiction. 

e. “Short Message Service” or “SMS” or “Message” means an SMS message which is sent or received by the OneDais Service. 

f. “OneDais Site” means https://onedais.io 

g. “Workspace” means the OneDais Site interface that enables a User to create flows, add channels and interact with Contacts. 

h. “AUP” means OneDais’s Acceptable Use Policy, available at https://www.OneDais.com/legal/ acceptable-usepolicy/. 

i. “Campaign” means a Messaging-based one-way or two-way conversation that an End User “opts in” to receive; Campaigns are assigned to one or more Short Code(s). 

j. “Electronic Tools” means service ordering/management systems, OneDais APIs, and/or any other computer software that OneDais makes available to Customer for use with the Services. 

k. “Inbound Calling” (or “Inbound Calls”) means a call from the PSTN through OneDais or another IP endpoint to Customer. 

l. “PSTN” means the Public Switched Telephone Network. 

m. “Short Code” means a 5, or 6-digit number that represents either the originating or terminating end of a Messaging conversation, as the case may be; Short Codes are associated with one or more Campaigns. 

n. “Toll Free Service” means an IP termination service for PSTN originated calls to terminate to TFNs provided by OneDais. 

o. “Usage” means call traffic (including SMS, MMS, or Short Code) measured in units, usually in minutes or seconds (except with respect to SMS).

 Messaging is a Short Message Service delivering messages between Customer’s IP address(es) or domain(s) and OneDais’s Messaging facilities. Additionally, A2P Messaging is a Short Message Service delivering messages betweenCustomer’s IP address(es) or domain(s) and OneDais’s Messaging facilities that enables delivery of messages betweenTNs, TFNs, and/or Short Codes (each as defined below) associated with applications and/or other communicationservice(s) to TNs, TFNs and/or Short Codes associated with individual End Users (“A2P Messaging”), as determined byOneDais in its reasonable discretion and interpreted in accordance with the applicable CTIA Messaging Principles (asdefined below) and applicable laws. Additionally, "Toll-Free Messaging" is a Short Message Service delivering messages(including messages that include multimedia content and/or two or more intended recipients) between Customer’s IPaddress(es) or domain(s) and OneDais’s messaging facilities for intended delivery of any such message(s) to or from a TFN. “Send-To” is an A2P Short Message Service add-on for the Microsoft Teams platform.

Compliance with CTIA Messaging Principles and Applicable Laws. Customer’s use of Messaging and A2P Messaging

must comply with any applicable CTIA Messaging Principles and all applicable laws. Customer will be solely responsible

for the evaluation and qualification of Customer’s actual and prospective End Users’ use cases to ensure such use cases

follow applicable CTIA Messaging Principles and, where applicable to A2P Messaging, subject to the provisions below

regarding “Campaign Registration and/or Approval and Related Matters.” Any SMS message that does not comply with

the CTIA Messaging Principles, applicable laws, and/or the provisions below regarding “Campaign Registration and/or

Approval and Related Matters” (if applicable) constitutes a violation of the AUP. “CTIA Messaging Principles” means (1)

the latest version of the CTIA Messaging Principles and Best Practices, as amended, supplemented and/or superseded

from time to time by the CTIA The Wireless Association; or (2) to the extent applicable, the latest version of the CTIA Short

Code Monitoring Handbook, as amended, supplemented and/or superseded from time to time by the CTIA The Wireless

Association; or (3) any other similar documents or guidelines promulgated from time to time by the CTIA The Wireless

Association.

TN and/or TFN Utilization. 

Unless OneDais agrees in writing, Customer will not use or enable any telephone number

provided by OneDais (or its Affiliates) on the network of any other carrier or provider for Usage, SMS or other forms of

traffic. This prohibition includes TNs and TFNs (as described below and collectively referred to as TNs). Except as may

be expressly permitted by the CTIA Messaging Principles from time to time, including, without limitation, with respect to  toll-free telephone numbers (each individually a “TFN” and collectively “TFNs”), Customer may not establish and/or operate peer-to-peer relationships with any third party(ies) with respect to any TNs provided by OneDais (or its Affiliates) at any time. OneDais will serve as the Responsible Organization (as defined below) with respect to all TFNs used by Customer in connection with Messaging and A2P Messaging, unless Customer serves as such Responsible Organization with any applicable TFN. “Responsible Organization” means the Party hereto that is responsible for managing and administering the account records in the Toll Free Service Management System Database. 

Customer may not use OneDais’s TNs or TFNs to route messages over any other provider’s network.

Maximum Messages Per Second. Messaging limits the maximum number of messages Customer may transmit measured on a per second basis. Unless otherwise determined by OneDais, the maximum number of messages per second that Customer may transmit with respect to any TN, TFN or Short Code is limited to one (1). For clarity, the foregoing maximum number of messages per second Customer may transmit includes all sent and/or received by all Customer’s End Users on an aggregated basis with respect to any one (1) TN, TFN or Short Code. For clarity, this paragraph does not apply to A2P Messaging.  

3.1. When Customer utilizes A2P Messaging, the following also will apply to A2P Messaging: a. Campaign Registration and/or Approval and Related Matters.

a. A “Campaign” is an SMS based, one-way or two-way conversation utilizing A2P Messaging that an End User consents to receive (or otherwise “opts in” to) in accordance with customary industry standards and applicable law. For Short Codes: Any Short Code Campaign (defined below) must be preregistered and pre-approved by wireless carriers. For TFNs: Any Campaign use cases must be pre-approved by OneDais; however, individual Campaigns delivering SMS messages from TFN(s) do not need to be pre-registered with OneDais. For TNs: Any Campaign must be preregistered pursuant to prevailing industry standards; however, in the absence of any applicable industry standards, as reasonably determined by OneDais, a Campaign use case must be registered with OneDais. 

b. Unless expressly authorized by OneDais in writing, Customer will not use A2P Messaging for any Campaign for: (a) Affiliate lead and/or commission generation, (b) advertisements for loan(s); (c) credit repair; (d) debt relief; (e) “work from home,” “secret shopper” or other similar advertising Campaigns; (f) lead generation Campaigns that state or imply sharing of collected information with third parties; (g) the improper creation or resale of phone verified accounts for services not owned by Customer; (h) third party debt collection; (i) any other message(s) (or types of message(s)) not in compliance with the recommendations of and/or prohibited by the then-effective CTIA Short Code Monitoring Handbook; and/or (j) any content or purpose in violation of the AUP. OneDais may revoke, at any time and in its sole discretion, any authorization provided by OneDais to permit any such use of A2P Messaging. 

c. Customer will not (i) use any methods designed or intended to evade fraud, spam and/or other similar controls utilized by OneDais and/or applicable wireless carriers; (ii) send SMS messages from more source TNs, TFNs and/or Short Codes than reasonably necessary to support the functioning of Customer’s application(s) (also known as “snowshoeing”); (iii) utilize dynamic routing that results in frequent changes to the delivery path of SMS message(s) delivered with A2P Messaging; or (iv) use URL shorteners other than in accordance with customary industry practices. 

d. Any Campaign must require End User consent to receive any SMS message(s) delivered with A2P Messaging. Any Campaign also must permit any applicable End User(s) to revoke any prior consent at any time and in any manner consistent with customary industry standards, including, without limitation, the text of the word “Stop.” Customer will ensure that End User(s) are informed of (and have readily available access to) a process to cancel receipt of SMS message(s) from any applicable Campaign and/or “opting out” of any such SMS message(s). Customer will immediately stop sending SMS message(s) to any End User who has “opted out” of any applicable Campaign. 

e. OneDais may block, without notice and in OneDais’s sole discretion, any A2P Messaging traffic that OneDais deems not to comply with these Product Terms. Customer will cooperate with OneDais to promptly resolve any End User complaints regarding any Campaign. Customer will use its reasonable efforts to promptly notify OneDais (but in no case more than three (3) days) if Customer receives complaints from End User(s) regarding any Campaign or otherwise becomes aware of alleged acts or omissions that otherwise would violate these Product Terms. Customer also will comply with any other existing or future regulatory obligations and/or customary industry standards that apply to any Campaign from time to time.

If applicable, OneDais will signal to applicable wireless carriers a Message Class for Customer’s A2P Messaging traffic. A “Message Class” designates a Customer’s risk profile, allowed per-number throughput, and can only be assigned by OneDais, wireless carriers, or a designated reviewing party; a Message Class only applies to long code A2P Messaging traffic. Customer will have access to a single Message Class, which will be designated after an initial Campaign review by OneDais, wireless carriers or a designated reviewing party. Customer acknowledges and agrees that any Message Class designated to Customer may result in Message Class tag(s) for any applicable A2P Messaging traffic from Customer and may affect per-number throughput to applicable wireless carriers and/or delivery of any applicable A2P Messaging message(s). In addition to any other rights OneDais may have pursuant to the Services Agreement and/or these Product Terms, failure to comply with these Product Terms, including, without limitation, may result in a change to Customer’s Message Class.  

Customer will remove de-activated TNs, TFNs and/or Short Codes (as applicable) from all A2P

Messaging Services using best efforts to remove such de-activated TNs, TFNs and/or Short Codes within twenty-four

(24) hours, but in no event more than forty-eight (48) hours of OneDais making available to Customer through existing

operational processes a file of de-activated TNs, TFNs and/or Short Codes.  

  4.1. Access to the OneDais Service. Before using the OneDais Service, you must designate a person within your organization to have the authority to administer your OneDais account (the “Administrator”). OneDais will provide the Administrator with a login and password to access an administrative console on the OneDais Service (the “Administrative Console”). The Administrator may use the Administrative Console to create and manage OneDais accounts registered to your organization (each, a “Login”) and monitor activity for all Logins. The Administrator may only create Logins for your employees, contractors or other persons that maintain an email or web address that is registered, owned or controlled by you (each, a “User”) or for Administrator(s). The Administrator may create up to 10 Logins on your OneDais account. Additional Logins are subject to additional fees. You will ensure that your Users secure their Login credentials at all times. You are responsible for any unauthorized access to a Login as a result of compromised Login credentials.

  4.2. Subscription types. You may place an order for Credits, Workspaces, Contacts, or other forms of the OneDais Service (each order, a “Subscription”) by selecting a Subscription through the Administrative Console. The Subscription will commence on the date that OneDais enables the Subscription on your Administrative Console and continue until you or OneDais close your OneDais account (the “Subscription Period”). We reserve the right to refuse any order placed through the OneDais Service.

  4.3. Free Trial. If you register on the OneDais Site for a free trial, we will make some features of the OneDais Service available to you free of charge on a trial basis until the earlier to occur of: (a) the expiration of the trial period indicated in your OneDais account; (b) the start date of a purchased Subscription; and (c) either party’s termination of the trial period. Any data you submit through the OneDais Service during the free trial will be permanently lost unless you purchase a Subscription before the end of the trial period.

5.1. Content. The OneDais Service enables Users to transmit, store, retrieve and share electronic files, materials, text, audio, video, images, data, statements or other content generated by a User through a Login (the “Content”) and share such Content through messages to and from Contacts. You agree that you are solely responsible for the nature and content of all Content and other visual, graphical, video, written or audible communications of any nature submitted by any User or Contact, or otherwise used through your Logins. In addition, you acknowledge that you are responsible for the use of electronic mail, SMS and any other messages in connection with your use of the OneDais Service. OneDais may provide you and your Users with access to pre-built forms that your Users may use in conjunction with the Content. OneDais reserves all rights to any pre-built forms it makes available through the OneDais Service. 

5.2. Customer Responsibilities. You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content, and its storage and transmission, comply with these Terms of Service, the Content Guidelines found here: [link], and any and all applicable Laws; (c) promptly handle and resolve any notices and claims relating to the Content; (d) promptly handle and resolve any notices sent to Customer by any person claiming that any Content violates any person’s rights, including take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (e) maintain appropriate security and protection to prevent unauthorized access to or use of the OneDais Service. You are responsible for any deletion, destruction, damage or loss of Content caused by or at the direction of you or a User. You will obtain all necessary licenses, rights, consents, releases or permissions from third parties to use, and to authorize OneDais to use, disclose and process the Content (including any personal information  included in the Content) through the OneDais Service in accordance with these Terms of Service and all applicable Laws.

  6.1. Restrictions on Use. You agree not to use, or permit the use of, the OneDais Service: (a) in violation of applicable Laws, including, without limitation, any U.S. denied party-list, embargoed country restriction, export law or regulation; (b) to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (c) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (d) in any manner that is likely to damage, disable, overburden, or impair the OneDais Service or interfere in any way with the use or enjoyment of the OneDais Service by others, including, without limitation, by circumventing security-related features; (e) to introduce any malicious activity to the OneDais Service, including, without limitation, any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros; (f) to circumvent a contractual usage limit; (g) to modify or create derivative works of the OneDais Service; (h) to reverse engineer the OneDais Service (except as permitted by applicable Law); (i) to engage in any automated use of the OneDais Service that is not authorized by OneDais, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools; (j) to deceive, defraud or mislead OneDais and other users, especially in any attempt to learn sensitive information; (k) to retrieve data or other content from the OneDais Service to create or compile, directly or indirectly, a collection, compilation, database or directory without OneDais’s prior written permission; or (l) in any way that constitutes or encourages conduct that could constitute a criminal offense. 

OneDais reserves the right, in its sole discretion, to change or require you to change your OneDais account user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the OneDais Service.

6.2. Service Limitations. Messaging and A2P Messaging do not provide any audio and/or voice capabilities and/or other features. In addition to any other rights or remedies that OneDais may have under any applicable circumstances, OneDais, in its sole and unfettered discretion, may block any Messaging and A2P Messaging traffic OneDais deems to be in violation of the Services Agreement, these Product Terms, the AUP, and/or any agreements, arrangements and/or practices of or between OneDais and any carriers and/or other service providers. Any violation of any of the foregoing provisions of this Section 3 could cause Customer’s TN, TFN, Short Code and/or any applicable TN, TFN, or Short Code to be blocked for outbound message transmission by OneDais and/or traffic blocking and/or black-listing by any applicable receiving carriers and/or other service providers; OneDais does not guarantee removal from any applicable black-listed status. OneDais may block at any time any messages deemed by OneDais in its sole and unfettered discretion to jeopardize the integrity of OneDais’s network (including, without limitation, due to any action taken and/or threatened by any third party carrier and/or other service provider) and any such blockage will be without prejudice to any other right or remedy that OneDais may have due to any such messages pursuant to the Services Agreement, these Product Terms, the AUP or otherwise. If any such blocking of any messages occurs, OneDais may, in its discretion, attempt to block only the TNs, TFNs, and/or Short Codes breaching these Product Terms and/or jeopardizing OneDais’s network. If the blocking of individual TNs, TFNs, or Short Codes is not feasible for any reason, as determined by OneDais in its sole and unfettered discretion, OneDais reserves the right to block all message(s) initiated by Customer and/or any applicable End Users of Customer. If OneDais blocks any messages pursuant to this Section 6.2, OneDais will make commercially reasonable attempts to notify Customer in advance of such blockage, provided, however, OneDais will be under no obligation to provide any such notification, including, without limitation, if circumstances do not permit delay of any blockage or other action by OneDais for any reason. Customer acknowledges and agrees that messages to or from Customer or Customer’s End Users may be blocked by carriers or other service providers for reasons known or unknown to OneDais; OneDais is under no obligation to investigate or remedy any such blockage for Customer or any of Customer’s End Users. OneDais does not guarantee delivery, regardless of the reason, of any messages.

With respect to any Messaging or A2P Messaging attributable to any TN(s) associated with Canada (also known as Zone Canada): Customer will not at any time utilize any Message Distribution Management (as defined below) and/or utilize Messaging or A2P Messaging in any manner that results in Disproportionate Messaging Distribution (as defined below) in connection with Customer’s use of Messaging or A2P Messaging in Canada. Customer acknowledges and agrees that the Rates applicable to the Services offered to Customer by OneDais are offered in reliance upon Customer’s foregoing agreement. “Messaging Distribution Management” means any process or system of analyzing, selecting and directing the use of Messaging in any manner based on cost. “Disproportionate Messaging Distribution” means any use of Messaging or A2P Messaging during any calendar month that results in the delivery of SMS and/or MMS messages to wireless operator(s) and/or other(s) in a manner that causes more than fifty percent (50%) of Customer’s aggregate SMS and/or MMS messages to any single wireless operator; for the purposes of calculating the applicable percentage with respect to any applicable calendar month with respect to each Canadian wireless operator, the numerator will equal the aggregate SMS and/or MMS messages delivered to each applicable Canadian wireless operator (including its respective Affiliate(s)) and the denominator will equal the aggregate SMS and/or MMS messages delivered to all Canadian wireless operators. For clarity, this paragraph applies only to Messaging or A2P Messaging subject to the Network Access Rate as set forth in the Rate Sheet.  

6.3. Connection. Customer must connect to OneDais’s network in a manner and, if applicable, at locations determined by OneDais. Customer will, at Customer’s sole cost, be responsible for providing all equipment (including proxy servers), software, facilities and IP connectivity (including, without limitation, connectivity to Customer’s End Users) necessary for Customer’s Messaging and/or A2P Messaging applications and Customer’s network to operate with Messaging and/or A2P Messaging, and for providing and ensuring the successful installation of all equipment and software necessary for Customer’s End Users to use services sold to such End Users. Customer will have the sole responsibility to input, validate and maintain accurate information with respect to Customer’s End Users; Customer will furthermore be solely responsible for all support of and for Customer’s End Users as it relates to Messaging and/or A2P Messaging. Customer is responsible for maintaining continuous availability to receive messages from OneDais via IP connectivity.

6.4. Interoperability. If applicable, Customer and OneDais will reasonably cooperate with each other to test to ensure interoperability between OneDais and Customer’s networks and systems. All necessary interoperability testing will be completed within a reasonable time. If after completion of initial interoperability, Customer plan to make upgrades, updates and/or enhancements (collectively “Configuration Changes”), Customer will notify OneDais prior  to implementing a Configuration Change so that Customer and OneDais may work together in good faith to determine how best to proceed regarding such Configuration Change. If at any time an interoperability condition occurs that adversely affects OneDais’s network that cannot be adequately remedied within a reasonable period, taking into consideration the severity of the interoperability condition and the effect on OneDais’s network, OneDais may, at its sole discretion, suspend the provision of Services pursuant to these Product Terms. The Parties will communicate as reasonably necessary to isolate and repair any problems in their respective networks, provided, however, each Party will remain solely responsible for any costs or liabilities incurred in connection with the repair of any problem with respect to such Party’s network. 

6.5. Suspension of Service. OneDais may at any time suspend any User’s use of the OneDais Service or remove or disable any Content which OneDais reasonably and in good faith believes is in violation of these Terms of Service or the Content Guidelines. OneDais is not liable for any damages arising out of a suspension of the OneDais Service. 

6.6. Unauthorized Use. You may only permit Users to use the OneDais Service. OneDais has no liability to you or any third party for any reason as a result of any unauthorized disclosure of, or access to, your Logins or Content as a result of your or a User’s misuse of the OneDais Service or unauthorized use of a Login’s account credentials. If you become aware of any unauthorized use of or access to any Login, Content or the OneDais Service, you will immediately suspend the affected Login and notify OneDais in writing of the unauthorized use. In addition, you will provide OneDais with reasonable cooperation and assistance related to any such unauthorized use as we may reasonably request. 

6.7. Monitoring the OneDais Service. We reserve the right, but not the obligation, to: (a) monitor the OneDais Service for violations of these Terms of Service; (b) take appropriate legal action against anyone who, in our sole discretion, violates any Laws or these Terms of Service, including without limitation, reporting such person or entity to law enforcement authorities; (c) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Content; (d) in our sole discretion and without limitation, notice, or liability, to remove from the OneDais Service or otherwise disable all files and Content that are excessive in size or are in any way burdensome to our systems; and (e) otherwise manage the OneDais Service in a manner designed to protect our rights and property and to facilitate the proper functioning of the OneDais Service. 

6.8. Third-Party Products and Services. OneDais may make third-party applications, which are separately licensed by their provider, available to you for use in connection with the OneDais Service (“Third-party Products”). OneDais makes no warranties of any kind and assumes no liability whatsoever for your use of such Third-party Products but will make available any warranty that is included in a license granted to OneDais for use of such product to you. If you accept and enable a Third-party Product for use with the OneDais Service, we may allow providers of those Thirdparty Products to access Customer Data as required for the use of the Third-party Product in conjunction with OneDais. OneDais is not responsible for any disclosure, modification or deletion of Customer Data resulting from access provided to a Third-party Product provider. You agree to comply with the terms of Service of any Third-party Products. 

6.9. Beta Services. From time to time, we may offer you the ability to use products and Services that are not generally available to customers (the “Beta Services”). The Beta Services will be clearly designated as beta, pilot, limited, or similar identification, may contain bugs or errors, and may be subject to additional terms. THE BETA SERVICES ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY.

 7.1. Customer Equipment. OneDais will not provide any Customer Equipment or any Electronic Tools, except as may be expressly set forth in writing executed by Customer and OneDais. Customer will, at Customer’s sole cost, be responsible for providing all equipment (including proxy servers), software, facilities and IP connectivity (including, without limitation, connectivity to End Users) necessary for Customer’s use of the Service(s) contemplated by these Supplemental Terms and Customer’s network to use such Service(s), and for providing and ensuring the successful installation of all equipment and software necessary for Customer to use such Service(s). Customer will have the sole responsibility to input, validate and maintain accurate information with respect to the End Users; Customer will furthermore be solely responsible for all support of End Users. 

7.2. Intellectual Property. Each Electronic Tool is the intellectual property of OneDais. Customer will not delete or alter the copyright, trademark, and other proprietary rights notices or markings appearing on any Electronic Tool. Any third party intellectual property included in any Electronic Tool is the property of the respective owner of such intellectual property. Nothing in the Services Agreement or these Supplemental Terms gives Customer any right or license to any trademarks and/or trade names (whether registered or unregistered), logos, icons, slogans, banners, screen shots, trade dress, links or other brand features of OneDais, without OneDais’s prior written consent. If Customer provides suggestions, comments and/or other feedback to OneDais with respect to the Service(s) or any Electronic Tool, OneDais may, in connection with any of its products or services, freely use, copy, disclose, license, distribute and/or exploit any such suggestions, comments and/or other feedback and without obligation or restriction. OneDais will retain sole ownership of any such suggestions, comments and/or other feedback; provided, however, OneDais grants to Customer a perpetual, royalty-free, non-exclusive, non-transferable (other than pursuant to a sale of all or substantially all of the assets of Customer and/or a change in control of Customer), non-sublicensable (other than in connection with its actual incorporation in or with any of Customer’s products or services) license to any such suggestions, comments and/or other feedback to OneDais for Customer’s use. 

7.3. License to Electronic Tools. OneDais grants Customer a non-exclusive, non-transferable (except to the extent the Services Agreement is assigned or transferred by Customer in accordance with its terms) license to use such Electronic Tools (and any documentation, user guides or other similar materials that OneDais may provide to Customer) solely in connection with Customer’s internal use of the Service(s) during the Services Term. Customer will use the Electronic Tools solely for lawful purposes in connection with Customer’s internal use of the Service(s) during the Services Term. Customer will not, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Electronic Tools; (B) modify, translate or create derivative works based on the Electronic Tools; (C) rent, lease, distribute, sell, resell, assign, display, host, outsource, disclose or otherwise commercially exploit or otherwise transfer rights to the Electronic Tools or make the Electronic Tools available to any third party; (D) use the Electronic Tools for timesharing or service bureau purposes or otherwise for the benefit of a third party; (E) copy, reproduce, post or transmit any Electronic Tools in any form or by any means.

7.4. Customer Responsibilities. Customer is responsible for (a) providing accurate, complete, and current information, and (b) keeping all information accurate and complete, including, but not limited to charges, costs, transactions, and activities conducted through or with such Electronic Tools. Customer is responsible to safeguard, monitor, and manage access to the Electronic Tools, and Customer shall remain solely responsible for all acts, omissions, and activities conducted on or through the Electronic Tools. OneDais will not be liable for any loss or damage arising from unauthorized use of the Electronic Tools.

8.1. Fees. OneDais will provide the OneDais Service to you at the rates described on the OneDais pricing list found at here (the “Fees”). Fees are based on Subscriptions purchased and the maximum number of Contacts on your Workspace during a billing period, regardless of whether you utilize the OneDais Service to build flows or send messages. Except as expressly stated to the contrary, all Fees are non-refundable and are payable in US dollars. OneDais may revise the Fees at any time with at least 30 days’ advance notice to you. 

8.2. Message Rating. Messaging and/or A2P Messaging rates messages for billing purposes on a per message segment sent and/or received basis. Billable components of each message are based on: (i) the authorized IP sending a message (“Outbound Message”), and (ii) Customer of a TN, TFN or Short Code receiving a message (“Inbound Message”). Long message content will be split into multiple billable segments based on received data encoding. If any fee(s) is imposed by any destination network, including, without limitation, any international termination fee(s), OneDais will charge Customer such fee(s) and reserves the right to include an administrative or other fee(s) in addition to any such fee(s). For clarity, this paragraph applies to both Messaging and A2P Messaging Services. All Services are provided pursuant to the Rate Sheet. 

8.3. Carrier and/or Third Party Fees and Charges. If there are termination fees, additional out-of-pocket fee(s), or other charges levied by a carrier or any third party for the traffic processed by OneDais on behalf of Customer, including, without limitation, carrier fee(s) and/or code administrator fee(s), OneDais will invoice Customer for those fees and any fees required to support the transaction. OneDais will, to the extent reasonably practicable, notify Customer in writing (including email notification) in advance of any charge or fee assessed by a carrier and/or third party in connection with Customer’s receipt of the Services set forth herein. If it is not reasonably practicable for OneDais to provide notice to Customer of any such fees, OneDais will provide such notice promptly upon the date OneDais is notified that such fees have commenced. A list of applicable carrier and/or Third Party Fees and Charges can be found here. 

8.4. Payment Terms. You agree to pay all Fees at the prices then in effect for your Subscription(s), and you authorize us to charge your chosen payment method for any such amounts in accordance with the billing frequency of your Subscription. If your selected Subscription is subject to monthly Fees, OneDais will charge your chosen payment method on a monthly basis starting on the date that OneDais enables the Subscription on your Administrative Console. If your Subscription is subject to recurring charges, you consent to our charging your payment method on a  recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation. 

You agree to provide current, complete, and accurate account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed, and you agree to notify us of any changes to such information. Sales tax will be added to the price of purchases as deemed required by us. 

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

8.5. Taxes. Except as expressly stated to the contrary, Fees are exclusive of Taxes and, you will promptly pay or reimburse OneDais for all Taxes arising out of these Terms of Service. For purposes of these Terms of Service, “Taxes” means any sales, use and other taxes (other than taxes on OneDais income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by these Terms of Service that are imposed by any government or other authority. You confirm that OneDais can rely on the name and address set forth in the Administrator Console as being the place of supply for sales tax purposes. If you are legally entitled to an exemption from the payment of any Taxes, you will promptly provide OneDais with legally sufficient tax exemption certificates for each taxing jurisdiction for which it claims exemption. Unless otherwise prohibited by Law, OneDais will apply the benefits of any requested tax exemption to charges occurring under your OneDais account after the date OneDais receives such tax exemption certificates. 

8.6. Cancellation. You may cancel your Subscription at any time. Please note no prorated refund of any prepaid Fees will be provided for the remainder of the Subscription Period after the date of termination. You may cancel your Subscription by emailing us at [email protected] If you are unsatisfied with our Services, please email us at [email protected]

OneDais may require a completed and signed Letter of Authorization (“LOA”) for any telephone

numbers that Customer wishes to port from another carrier to OneDais. OneDais may require a recent copy of the current

phone bill that contains Customer’s Billing Telephone Number (“BTN”) as well as a record of any TNs and/or TFNs that

need to be ported, a Customer Service Record (“CSR”), and/or an Equipment Record (“ER”). OneDais must receive the

necessary LOA(s) and/or bill copy(ies) before OneDais will initiate a port request and obtain a Confirmed Port Date. The

“Confirmed Port Date” is the date upon which the current voice provider has agreed to port a TNs and/or TFNs to

OneDais. The Confirmed Port Date interval may in some cases take as long as one (1) to two (2) business weeks after

Customer initiates the port request. Since the port interval is a product of the accuracy of the information provided to

OneDais by Customer, as well as the processing speed of Customer’s current voice provider, OneDais makes no

guarantees regarding the promptness of a port, however all ports will be provided consistent with applicable law.

Customer will obtain numbering resources from OneDais in amounts only reasonably necessary for Customer to conduct its business and as contemplated by the Services Agreement. OneDais retains the right to  reclaim non-utilized numbering resources that Customer does not activate for use in its Account, to allow for usage within fourteen (14) days of ordering.

 11.1.The following applies only if Customer utilizes Multimedia Messaging Service in connection with any TN, TFN, or Short Code to which Messaging and A2P Messaging applies: Multimedia Messaging Service (“MMS”) delivers messages between Customer-provided IP address(es) or domain(s) and OneDais’s Messaging facilities if such messages include multimedia content and/or two or more intended recipients. Customer acknowledges and agrees that MMS interoperability is an evolving standard. Messages are exchanged between service providers on a best efforts basis and OneDais does not guarantee delivery. Customer will pay OneDais with respect to MMS pursuant to the rates set forth in the Rate Sheet. For clarity, such rates will apply to each intended recipient and/or each text message. All terms and conditions applicable to Messaging and A2P Messaging pursuant to the Services Agreement, these Product Terms or otherwise also will apply to MMS. For clarity, Customer will be solely responsible for compliance by Customer (and by Customer’s End Users) with any CTIA Messaging Principles applicable to any utilization of MMS by Customer, Customer’s End Users, or any other person or entity to which Customer provides any services utilizing MMS. 

11.2.The following applies only if Customer utilizes 2 Factor Authentication in connection with any Messaging Service: 2 Factor Authentication (“2FA”), also known as Multi-Factor Authentication (“MFA”), is a service that provides Customers with the ability to request a unique, time-limited code be sent to an End User on a pre-established communication channel for the purpose of validating, verifying or authorizing such End User. 2FA is commonly used as a method of authentication for End User service log-ins, but may be used in a variety of other use cases that may require validation, verification or authentication information delivery. 

11.3.The following applies only if Customer uses Short Codes: 

a. A “Short Code” is a 5, or 6-digit number that represents either the originating or terminating end of an SMS conversation. Short Codes are associated with one or more Campaigns. A “Short Code Campaign” is an SMS-based one-way or two-way conversation that an End User “opts in” to receive; Short Code Campaigns are assigned to one or more Short Code(s). 

b. Customer may access available common Short Codes through OneDais’s Electronic Tools. OneDais will route any applicable SMS with respect to any applicable Short Code to applicable aggregator(s), which aggregator(s) gather(s) and manage(s) Short Codes from applicable content provider(s) associated with the applicable Short Code. Customer’s use of all Short Codes will comply with applicable CTIA Messaging Principles and/or any guidelines established from time to time by the Mobile Marketing Association. 

c. For all recurring Short Code Campaigns, automatic responses for the following keywords will be implemented by Customer: 

​1. HELP – Customer will send a HELP message after the mobile subscriber texts the HELP keyword. Short codes should reply with additional contact information to any mobile subscriber requests for help. 

​2. STOP - Customer will send an opt-out message after the mobile subscriber texts the STOP keyword. The optout message confirms that the mobile subscriber has been opted out of the program.  

​3. “Message and Data Rates May Apply”– A version of this language will appear on the initial welcome message after the mobile subscriber opts-in. 

d. For all recurring SMS or Short Code Campaigns, the following will made available to the mobile subscriber during the opt-in process: 

​1. Customer’s privacy policy; 

​2. Customer’s terms and conditions; and 

​3. Disclaimer regarding destination carriers are not liable for delayed or undelivered messages.

 12.1.License to Content. Customer owns all right, title and interest in and to the Content (except to the extent that the Content includes any OneDais-generated forms). By submitting Content through the OneDais Service, Customer grants OneDais a nonexclusive, worldwide, sublicensable, transferable, perpetual, irrevocable, fully paid-up and royalty-free license to transmit, use, host, display, reproduce, modify, translate, analyze and disclose the Content to provide the OneDais Service, improve and create new features on the OneDais Service, and to comply with any request of a governmental or regulatory body (including subpoenas or court orders) or as otherwise required by Law. In addition, OneDais may disclose the Content in response to an emergency which OneDais believes in good faith requires OneDais to disclose information to assist in preventing the death or serious bodily injury of any person. 

12.2.Ownership of OneDais Service. OneDais owns all right, title and interest in and to the OneDais marks, the OneDais Service, the OneDais Site and all hardware, software and other items used to provide the OneDais Service. No title to or ownership of any proprietary rights related to the OneDais Service is transferred to Customer or any Contact pursuant to these Terms of Service or any transaction contemplated by these Terms of Service. OneDais grants to Customer during the Customer’s Subscription Period a limited, non-exclusive, worldwide, royalty-free, nontransferable license, without the right to sublicense, to access and use the OneDais Service solely in accordance with these Terms of Service. All rights not explicitly granted to Customer are reserved by OneDais. 

12.3.License to Customer Brand Features. Customer grants to OneDais a limited, nonexclusive, worldwide, royalty-free, non-transferable license to use and display Customer's name, trademark and brand features (each, a “Customer Brand Feature”) through the OneDais Service and, with Customer’s prior consent, to reference Customer as a user of the OneDais Service. In OneDais’s use of any Customer Brand Feature, OneDais agrees to adhere to Customer's brand treatment guidelines for use of Customer Brand Features, so long as Customer provides such guidelines (if any) to OneDais. All goodwill generated from the use of Customer Brand Features will inure to the benefit of the trademark owner. 

12.4.Feedback. Customer may make suggestions or improvements regarding any features, functionality or performance of the OneDais Service (“Feedback”). Customer agrees that its Feedback is gratuitous, unsolicited, without restriction, and that OneDais is free to use Feedback without any attribution or compensation to Customer. Feedback will be deemed to be automatically assigned under these Terms of Service to, and become the sole and exclusive property of, OneDais.

By using the OneDais Service, you represent and warrant that: (a) you have the legal capacity, right and ability to enter into and perform the obligations under these Terms of Service; (b) you are not a minor in the jurisdiction in which you reside; (c) you will not access the OneDais Site through automated or non-human means, whether through a bot, script or otherwise; (d) you will not use the OneDais Service for any illegal or unauthorized purpose; (e) your use of the OneDais Service and Content will comply with all applicable Laws; (f) you have all rights and consents in the Customer Data (including Content and any personal information) to grant the rights to OneDais contemplated by these Terms of Service; and (g) none of the Content will violate the terms of these Terms of Service or the Content Guidelines. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the OneDais Service.

Our Services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our Services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our Services are subject to the terms of these Terms of Service in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our Services are acquired by or on behalf of any agency within the DOD, our Services are subject to the terms of these Terms of Service in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Service.

15.1.Privacy Policy. We care about data privacy and security. Please review the OneDais Privacy Policy located here (the “Privacy Policy”), which describes how OneDais collects, uses and discloses personal information. By using the OneDais Service, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Service. OneDais may use Customer Data: (a) to provide the OneDais Service; (b) to make Service and product improvements; (c) for performance monitoring; and (d) for marketing purposes. OneDais may allow third-party Service providers, such as the third-party Service providers listed in the Privacy Policy, to access Customer Data to provide the OneDais Service to you and other users. 

Please be advised that the OneDais Service is hosted in the United States. If you access the OneDais Service from any other region of the world with Laws or other requirements governing personal data collection, use, or disclosure that differ from applicable Laws in the United States, then through your continued use of the OneDais Service, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States

15.2.Confidentiality. You will maintain all data that you receive through the OneDais Service as confidential and you will not disclose or distribute any such data to any third party except to the extent disclosure is required by Law or government order. You agree to only use data that you receive through the OneDais Service as expressly permitted by these Terms of Service.

  15.3.Security. OneDais implements and maintains administrative, physical, and technical security measures including disaster recovery procedures designed to secure data within its possession or control against accidental or unlawful loss, access, or disclosure. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the OneDais Service. You agree that OneDais will have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

These Terms of Service will remain in full force and effect while you use the OneDais Service. You or OneDais may terminate your use of the OneDais Service at any time by closing your OneDais account. You are liable for all Fees for the OneDais Service up to the date of termination of your account. 

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE ONEDAIS SERVICE TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW. WE MAY TERMINATE YOUR USE OF THE ONEDAIS SERVICE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

 17.1. Modifications to the OneDais Service. We reserve the right to change, modify, or remove the features or functionality of the OneDais Service at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the OneDais Service without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the OneDais Service. 

17.2. Interruptions to the OneDais Service. We cannot guarantee that the OneDais Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the OneDais Service, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the OneDais Service at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the OneDais Service during any downtime.

 THE ONEDAIS SERVICE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE ONEDAIS SERVICE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN CONNECTION WITH THE ONEDAIS SITE AND ONEDAIS SERVICE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE ONEDAIS SERVICE OR ANY WEBSITES LINKED TO THE ONEDAIS SERVICE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO OR USE OF THE ONEDAIS SERVICE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE ONEDAIS SERVICE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE ONEDAIS SERVICE BY ANY THIRD PARTY, OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE ONEDAIS SERVICE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCT OFFERED THROUGH THE ONEDAIS SERVICE, AND WE WILL NOT IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PROVIDER OF A THIRD-PARTY PRODUCT.

You agree to defend, indemnify, and hold OneDais, its affiliates, and all of our respective directors, officers, employees and agents (each, a “OneDais Entity”) harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) your use of the OneDais Service; (b) your breach of these Terms of Service; (c) your violation of the rights of a third party, including but not limited to intellectual property rights, privacy or confidentiality rights in the Customer Data (including the Content); (d) any claims by Contacts and your own customers; (e) any overt harmful act toward any other OneDais customer with whom you connected via the OneDais Service; or (f) your negligence, willful misconduct or fraud. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

  IN NO EVENT WILL A ONEDAIS ENTITY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE ONEDAIS SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE TO LIMIT ANY ADDITIONAL LIABILITY NOT DISCLAIMED OR DENIED BY THE ONEDAIS ENTITIES TO YOUR DIRECT AND DOCUMENTED DAMAGES, AND UNDER NO CIRCUMSTANCES WILL A ONEDAIS ENTITY’S LIABILITY TO YOU EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY CUSTOMER TO ONEDAIS DURING THE SIX MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM FOR DAMAGES. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY

 21.1. Termination of Repeat Infringer Accounts. OneDais respects the intellectual property rights of others and requests that users do the same. Pursuant to the Digital Millennium Copyright Act (see 17 U.S.C § 512) (“DMCA”), OneDais has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the OneDais Service who are repeat infringers. OneDais may terminate access for users who are found repeatedly to provide or post protected third-party content without necessary rights and permissions. 

21.2. DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the OneDais Service infringe upon your copyrights, you may submit a notification pursuant to the DMCA by sending the following information in writing to OneDais’s designated copyright agent at [email protected]: (a)The date of your notification; (b) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (c) A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (d) A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work; (e) Information reasonably sufficient to permit the Service provider to contact you, such as an address, telephone number, or email address; (f) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the Law; and (g) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

21.3. Counter-Notices. If you believe that your Content that has been removed from the OneDais Service is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the Law, to post and use the Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above: (a) Your physical or electronic signature; (b) A description of the Content that has been removed and the location at which the content appeared before it was removed; (c) A statement that you have a good faith belief that the Content was removed as a result of mistake or a misidentification of the Content; and (d) Your name, address, telephone number, and email address, and a statement that you will accept Service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by OneDais’s copyright agent, OneDais may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may (in OneDais’s discretion) be reinstated on the OneDais Service 10 or more business days after receipt of the counter-notice.

 22.1.Governing Law. These Terms of Service and your use of the OneDais Service are governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict of law principles. 

22.2.Binding Arbitration. If the parties are unable to resolve a dispute through informal negotiations, the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either party. The arbitrator must follow applicable Law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable Law, the arbitration will take place in Richmond County, New York. Except as otherwise provided herein, the parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. 

If for any reason, a dispute proceeds in court rather than arbitration, the dispute will be commenced or prosecuted in the state and federal courts located in Washington state and the parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Service. 

In no event will any dispute brought by either party related in any way to the OneDais Service be commenced more than one year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute will be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court. 

The parties agree that any arbitration will be limited to the dispute between the parties individually. To the full extent permitted by Law, (a) no arbitration will be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. 

The parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (x) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of  a party; (y) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (z) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute will be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254

 24.1. Updates to these Terms of Service. OneDais reserves the right to modify these Terms of Service and any terms incorporated by reference from time to time by posting updates to the OneDais Site. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Service to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the OneDais Service after the date such revised Terms of Service are posted. 

24.2. Entire Agreement. These Terms of Service, including our Privacy Policy, the Content Guidelines and any guidelines or additional terms posted by us on the OneDais Site or in respect to the OneDais Service, constitute the entire agreement and understanding between you and OneDais. 

24.3.Anti-Corruption. You agree that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of OneDais’s employees, agents or subcontractors in connection with these Terms of Service. You will use reasonable efforts to promptly notify OneDais at [email protected] should you learn of any violation of this restriction. 

24.4.Cumulative Rights; Waiver; Construction. The rights and remedies of the parties under these Terms of Service are cumulative, and either party may enforce any of its rights or remedies under these Terms of Service along with all other rights and remedies available at Law. A party’s failure to exercise or enforce any right or provision of these Terms of Service will not operate as a waiver of such right or provision. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. 

24.5. Assignment. We may assign any or all of our rights and obligations to others at any time. You will not assign all or any part of these Terms of Service or its rights hereunder without the prior written consent of OneDais. Any assignment in violation of this provision will be null and void from the beginning.

24.6.Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Service due to any cause beyond the reasonable control of the party invoking this provision, including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, internet Service provider failures or delays, denial of Service attacks, or other similar causes (each, a “Force Majeure Event”) the affected party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence. 

24.7.Severability. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. 

24.8.Contractual Relationship. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service or your use of the OneDais Service. 

24.9.Survival. All provisions of these Terms of Service which by their nature should survive termination including, without limitation, Sections 5 (Fees; Cancellation; Additional Costs), 6 (Proprietary Rights), 7 (Customer Representations), 8 (U.S. Government Rights), 9 (Data Privacy and Security), 12 (Disclaimers), 13 (Indemnification), 14 (Limitations of Liability), 16 (Dispute Resolution) and 18 (General), will survive any termination of these Terms of Service.

You consent to receive electronic communications from OneDais, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, through the OneDais Service and on the OneDais Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE ONEDAIS SERVICE. You hereby waive any rights or requirements under any Laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service.

 In order to resolve a complaint regarding the OneDais Service or to receive further information regarding use of the OneDais Service, please contact us at: 

OneDais, LLC 

705 Forest Avenue Suite 2RE. Staten Island, NY 10310 

(855) 834-3247 

[email protected]