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Onna Platform API Terms of Use

Last Updated on August 16, 2022

Subject to the provisions of these Onna Platform API Terms of Use (the “Terms”) and any technical documentation, usage guidelines, rate limits, or any other developer documentation or parameters (“Developer Documentation”) that we might define on the developer website (the “Developer Website”) , we grant you a non-exclusive, non-transferable, revocable, limited license to access our APIs and documentation only as necessary to develop, test and support an integration of your application (an "Application" or "App") with the Services.

By accessing our APIs, you agree to the Terms in their entirety as a legally binding agreement between you and us.

Developer Site Compliance​

You agree to comply with any requirements on the Developer Website, located at https://dev.onna.com, relating to your accessing our APIs.

You represent and warrant that you have the rights to all information you provide (the “ Developer Information”) via the Developer Website and that such information is, and shall be updated as necessary, to remain accurate at all times.

You grant us the right to use the Developer Information in connection herewith.

Definitions​

  • “API” means an application programming interface.
  • “API Credentials” means the credentials that allow you to make authenticated requests to the Onna API.
  • “Application” or "App" means any software application, functionality, website, product or service that you create that uses the Onna APIs.
  • “Customer” means any paying user of Onna services.
  • “Customer Agreement” means the agreement between Developer and Customer to use Developer’s product and services, including the - Application.
  • “Data” means data, information or content uploaded, posted, transmitted or otherwise made available by Users via the Services.
  • “Developer” means an individual or entity that develops, owns or operates one or more Application(s) that accesses or uses the Onna API.
  • “Developer Documentation” is as defined in the Terms.
  • “Developer Information” is as defined in the Terms.
  • “Developer Website” is as defined in the Terms.
  • “Services” means Onna services and related systems and technology, as well as Onna’s websites and all of the information and content made available by or on behalf of Onna through any of those services.
  • “Updates” means bug fixes, updates, upgrades, enhancements, modifications and new releases or versions of the Onna API.
  • “User” means any “Authorized User” as defined in our Customer Terms of Service, including anyone who interacts with the Application directly or indirectly or anyone whose Data is exposed to or used by the Application.
  • “We” or “Onna” means Onna Technologies, Inc.
  • “You” means your organization acting as a Developer.

Restrictions​

Developers shall not:

  • develop an Application whose primary purpose is to migrate Customers off of Onna;
  • request more than the minimum amount of data from the Onna API needed by your Application to provide the Customer the intended Application functionality, or any data outside any permissions granted by the Customer;
  • access the Onna API or documentation in violation of any law or regulation;
  • access the Onna API in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks;
  • access the Onna API or documentation in order to replicate or compete with the Services;
  • attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of the Onna API or Services;
  • attempt to use the Onna API in a manner that exceeds any rate limits (which will be determined in Onna’s sole discretion) or constitutes excessive or abusive usage.
  • Use or access the Onna API or the Service in order to monitor the availability, performance, or functionality of the Onna API, the Services or any portion thereof or for any similar benchmarking purposes;
  • distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted by the Terms to any third party;
  • modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Onna API, Customer Data, the Services, or any aspect or portion thereof;
  • Use vulgar or obscene language or images. Your Application must not contain or offer content that is violent, extreme or that a reasonable person would consider inappropriate for the workplace;
  • Offer sexually-oriented or adult content. Your Application must not contain or offer content that a reasonable person would consider pornographic or indecent;
  • Create poor user experiences that do not add value to Users in a work setting or that detract from the overall utility of Onna;
  • Imply an Onna endorsement, certification, affiliation or partnership unless you have explicit permission from Onna to do so; or
  • Take any action to disrupt, degrade or adversely affect the Services

Security​

  • Except as permitted herein, (i) you must keep the API Credentials and all login information for your Onna account secure, (ii) you may not share the API Credentials with any third party, and (iii) you will not access the Onna API by any means other than the API Credentials you receive.
  • You are liable for all use and any actions taken using the API Credentials.
  • API Credentials are the exclusive property of Onna, and your access to and use of API Credentials is in Onna’s sole discretion.
  • Access to certain APIs or SDKs may require a separate written agreement between Developer and Onna.
  • Developers will restrict disclosure of the API Credentials, or any part thereof, to agents, employees, or services providers, who must require access to use, maintain, implement, correct or update your Application in accordance with the Terms, and who are subject to confidentiality obligations the same as or greater than those contained herein;
  • Developers and Applications are prohibited from
    • Degrading or compromising security in any way
    • Providing access to Onna in any fraudulent or unauthorized way, including bypassing or circumventing Onna protocols and access controls
    • Using unpublished APIs
    • Including misleading and/or deceptive statements about Application functionality, performance, origin or Data use
    • Transmitting any viruses or other code that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or Data
  • If Data is breached, exposed, exploited, or otherwise compromised through your Application or company, you must inform all affected Users and Onna immediately.

Use of Data​

You have no independent rights to any Data. In accordance with this, Applications and developers are prohibited from:

  • Collecting, storing, and using Data without obtaining proper consent of the User;
  • Using Data to contact Users. If you would like to contact Users outside of Onna, you must gain permission through a clear and separate permissions process. You may only contact Users for emergencies in which the safety and security of the User is otherwise at risk and in compliance with the law;
  • Asking Users to provide sensitive, private, and confidential personal information, such as credit card numbers or passwords unless specifically necessary as part of the Application’s legitimate function and purpose;
  • Renting, selling or sharing Data with third parties under any circumstances;
  • Creating Applications that encourage installers to circumvent or interfere with their own workplace and employer data, privacy and security policies;
  • Exploiting Data to create User profiles other than that which is necessary for the Application to function;
  • Ignoring a User’s request for deletion. When a User deletes your Application or if you discontinue your Application you must delete all associated Data within 14 business days;
  • Combining Data with data gathered from other sources for any purposes unrelated to the use of the Application;
  • Requesting and using scopes not required for your Application’s functioning. Use only the appropriate and necessary scopes and clearly define the need for scopes within your Application’s description;
  • Failing to notify Users about privacy and their Data. Your Application must include a publicly-available and easily accessible privacy policy that explains how the Application collects, uses, processes and stores Data, and what control Users have over their Data;
  • Accessing Data for surveillance purposes. You may not allow or assist any entity to conduct surveillance or obtain Data using your access to the Onna API;
  • Otherwise exploiting Data in a way not approved by Onna and not disclosed to and permitted by Users.
  • Using Data or content from Onna in any advertisements or for purposes of targeting advertisements or contacting Users, including in that Application, your other Applications, or elsewhere

Customer Agreement​

  • Developer will have in place and will present the Customer with a Customer Agreement that contains provisions at least as protective of Onna as those in the Terms and includes a data protection addendum and otherwise complies with applicable data protection law. Developer must inform the Customer in the Customer Agreement that: (i) Developer is solely responsible for the Application; (ii) Onna is not liable for any fault in the Application or any harm that may result from its installation or use; (iii) except where expressly stated by Onna, Onna cannot provide assistance with the installation or use of the Application; and (iv) Developer is solely responsible for any liability which may arise from a Customer’s access to or use of the Application, including: (A) the development, use, marketing or distribution of or access to the Application, including support of the Application; or (B) Developer’s access, use, distribution or storage of Customer Data.

Audit Rights​

  • If requested, you must provide us with proof of compliance with this Agreement.
  • To protect Users and our Services, we reserve the right to take any action we deem necessary if an Application violates the letter or spirit of this Agreement. If you violate this Agreement we may or may not provide notice before taking action, up to and including terminating access to the Onna API and Services.

Changes to the Onna API​

This policy may change or be updated from time to time. We may use your email address or a notice through the Services to communicate any material changes to this policy.

Proprietary Rights & Feedback​

  • As between Developer and Onna, Onna shall own all right, title and interest in any Customer Data that Onna receives as a result of a Customer’s installation or use of an Application, and all such Customer Data shall be subject to the Onna Terms of Service and the Onna Privacy Policy.
  • Onna does not acquire ownership in your Application, and by using the Onna API, you do not acquire ownership of any rights in the Onna API or Service or the content that is accessed through the Onna API or Service, including all related intellectual property rights therein.
  • Feedback or suggestions regarding the Onna API or documentation may be provided by the Developer to Onna. You grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you.

Termination​

We reserve the right at any time in our sole discretion without notice and without liability to you to 1) stop supporting your Application and/or 2) discontinuing your Application. You may terminate the Agreement by discontinuing use of the Onna API. We may terminate the Agreement with or without cause, and without notice to you. Upon termination of the Agreement, all rights and licenses granted to you will terminate immediately. You understand that any APIs or documentation that are not made generally available but that are otherwise made available to you are the confidential information of Onna. Upon termination of the Agreement, you will promptly destroy copies of any documentation and any other Onna information in your possession or control that was received under the Agreement.

Disclaimer​

THE SERVICES ARE PROVIDED "AS IS", AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. ONNA DISCLAIMS ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Indemnity. You will indemnify, defend, and hold Onna and its affiliates, agents, and licensors harmless from all costs and expenses, including reasonable attorneys' fees, arising from any third party claim relating to: (a) your breach of these Terms or any act or omission by you in connection with your use of the Service; (b) your App; and (c) your collection or use of Customer Data. Onna may, at its own expense, participate in the defense and settlement of any claim or action with counsel of Onna’s own choosing. You cannot settle any claims without Onna’s prior written consent if the settlement assigns liability to Onna, or limits Onna’s rights, provided Onna will not unreasonably withhold its consent.

Limitation of Liability​

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ONNA, ITS AFFILIATES, OR AGENTS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY; OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF ONNA KNEW OR SHOULD HAVE KNOW OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF ONNA, ITS AFFILIATES, AND AGENTS FOR ALL CLAIMS UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF $10,000 OR ANY AMOUNTS PAID BY YOU TO ONNA FOR ACCESS TO THE SERVICES DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Compliance​

You will comply with all applicable laws, including relating to data protection and export control.

Governing Law/Disputes​

The Terms will be governed by and construed in accordance with the laws of the State of New York, excluding any conflicts of law provisions. The parties hereby submit and consent to the exclusive jurisdiction of and venue in, the federal and/or state courts located in New York County in the State of New York in connection with any action or proceeding arising out of this Agreement. In any action or proceeding to enforce a party’s rights hereunder, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

Miscellaneous​

These Terms and the Onna Policies constitute the entire and exclusive agreement between you and Onna with respect to the Services and Platform, and supersede and replace any prior or contemporaneous agreements, terms, and conditions applicable thereto. These Terms do not create third party beneficiary rights. Onna's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting the parties’ intent as closely as possible. You may not assign any rights in these Terms, and any attempt to do so is void. Onna and you are not legal partners or agents and intend this relationship to be that of independent contractors. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to you may also be sent to the applicable account email address and are deemed given when sent. Notices to Onna must be sent to Onna at support@onna.com, with a copy to Onna Technologies, Inc., 202 Centre Street, 7th Floor, New York, NY 10013 attn.: Mayda Saldana, Chief of Staff

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