Last updated: May 8, 2026
These Terms of Service (the “Terms”) form a binding agreement between OneClickApp, LLC, a Utah limited liability company (“OneClick,” “we,” “us,” or “our”), and the legal entity or, if no entity is identified, the individual that subscribes to or uses the Services (“Customer,” “you,” or “your”) (each a “Party,” together the “Parties”). By registering for, accessing, or using the Services, Customer agrees to these Terms and to OneClick’s Privacy Policy at oneclickapp.com/privacy, which is incorporated by reference. If the individual accepting these Terms is doing so on behalf of a company or other legal entity, that individual represents that they have authority to bind that entity, in which case “Customer” refers to that entity. If Customer does not agree to these Terms, Customer may not access or use the Services.
These Terms are effective as of the earlier of (a) the date Customer first accesses or uses the Services and (b) the effective date of any Order Form signed by the Parties referencing these Terms (the “Effective Date”).
In these Terms, the following capitalized terms have the meanings below. Other capitalized terms are defined in the body of these Terms.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity.
“Aggregated Data” means data derived from Customer Data or Usage Data that has been combined with data from other sources or customers and from which all direct and indirect identifiers of Customer, its personnel, and its Users have been removed such that it does not identify and cannot reasonably be used to identify any individual or business.
“Authorized User” means an individual employee, contractor, or agent of Customer who is authorized by Customer to access the Services on Customer’s behalf and for whom a subscription has been purchased or provisioned.
“CCPA/CPRA” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and its implementing regulations.
“Confidential Information” has the meaning set forth in Section 9.1.
“Customer Data” means electronic data or content that Customer or its Authorized Users submit, upload, transmit, or otherwise provide to the Services, including employee records, shift data imported from third-party scheduling systems, sales data, checklists, notes, and messages. Customer Data does not include Usage Data, De-Identified Data, or Aggregated Data.
“De-Identified Data” means data derived from Customer Data or Usage Data that has been modified using reasonable technical and organizational measures so that it does not identify and cannot reasonably be linked, directly or indirectly, to any individual, household, or business, consistent with the standards of CCPA/CPRA and analogous state laws.
“Documentation” means OneClick’s user guides, technical specifications, and help documentation for the Services, as updated from time to time, available at oneclickapp.com or as otherwise provided by OneClick.
“DPA” means OneClick’s Data Processing Addendum, available at oneclickapp.com/dpa, which is incorporated into these Terms when required by applicable law or by agreement between the Parties.
“Fees” means the fees payable by Customer for the Services as set forth in the applicable Order Form or online subscription page.
“Minor Employee” means an Authorized User or other individual whose Personal Information is submitted to the Services and who is under the age of eighteen (18).
“Order Form” means an ordering document, online subscription selection, or purchase order that references these Terms, executed or submitted by Customer and accepted by OneClick.
“OneClick Technology” means the Services, the Documentation, and all underlying software, algorithms, models, templates, user interfaces, designs, know-how, methodologies, and other technology, together with all improvements, enhancements, and derivative works of any of the foregoing, and all intellectual property rights therein.
“Personal Information” has the meaning given to that term (or the equivalent term “personal data”) under applicable data protection law.
“Privacy Policy” means OneClick’s privacy policy, available at oneclickapp.com/privacy, as updated from time to time.
“Security Incident” means a confirmed unauthorized access to, acquisition of, or disclosure of Customer Data in OneClick’s possession or control.
“Services” means the software-as-a-service offerings provided by OneClick, including the web application at oneclickapp.com, associated mobile applications, and any related features, updates, or successor products, as identified in the applicable Order Form or in the Documentation.
“Subprocessor” means a third party engaged by OneClick to process Customer Data in connection with the Services.
“Subscription Term” means the initial term and each renewal term of Customer’s subscription, as set forth in Section 7.5.
“Third-Party Integration” means a third-party product, service, or system (including scheduling platforms, payroll providers, and operator-specific systems) that interoperates with the Services at Customer’s direction.
“Usage Data” means data generated by or derived from the operation, use, or performance of the Services, including (a) logs of Authorized User actions; (b) position, schedule, and layout-history events, assignments, and modifications; (c) feature-usage frequencies, patterns, and timing; (d) operational metrics and performance data; (e) inferences, models, and analytical outputs derived from any of the foregoing or from Customer Data; and (f) diagnostic, telemetry, and error data.
2.1 Provision. Subject to Customer’s compliance with these Terms and timely payment of Fees, OneClick will make the Services available to Customer during the Subscription Term in accordance with the Documentation.
2.2 License Grant. OneClick grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Services solely for Customer’s internal business purposes and solely by Authorized Users. Customer may not exceed the usage limits, user counts, location counts, or other restrictions set forth in the applicable Order Form or Documentation.
2.3 Access Credentials. Customer is responsible for maintaining the confidentiality of all access credentials issued to or selected by its Authorized Users and for all activities that occur under those credentials. Customer will notify OneClick promptly upon becoming aware of any unauthorized use or suspected compromise of credentials. Customer is liable for all acts and omissions of its Authorized Users as if they were Customer’s own.
2.4 Affiliates. Customer may permit its Affiliates to use the Services under these Terms, provided that Customer remains responsible for Affiliate compliance and any Affiliate use is counted toward Customer’s usage limits.
2.5 Third-Party Integrations. Customer may direct OneClick to integrate the Services with Third-Party Integrations. When Customer provides OneClick with credentials or authorization to access a Third-Party Integration, Customer appoints OneClick as its limited agent for the sole purpose of accessing and using that Third-Party Integration on Customer’s behalf to perform the Services. Customer represents and warrants that it has all rights and authority necessary to grant such agency and access, and that its use of Third-Party Integrations through the Services complies with the terms governing those Third-Party Integrations. OneClick is not responsible for any Third-Party Integration or for any act or omission of a third-party provider, and any suspension, modification, or discontinuation of a Third-Party Integration is outside OneClick’s control.
2.6 Beta Features. OneClick may make features, products, or services identified as “beta,” “preview,” “early access,” or similar designations (“Beta Features”) available to Customer on a trial or evaluation basis. Beta Features are provided AS-IS, without warranties of any kind, and may be modified, suspended, or discontinued at any time without notice. OneClick’s aggregate liability with respect to Beta Features is zero. Customer’s use of Beta Features is voluntary.
2.7 Reference Data; Publicly Available Information. The Services may incorporate (a) data licensed to OneClick by third-party providers and (b) information that OneClick collects from publicly available sources, including government data sources, public websites, and publicly accessible application programming interfaces (together, “Reference Data”). Reference Data may include weather, climate, traffic, public-event, calendar, economic, demographic, business-listing, and similar contextual information. OneClick collects publicly available information only from sources that do not require authentication to access and in a manner designed to comply with the applicable source’s published access terms and technical controls. As between the Parties, Reference Data is not Customer Data, and Customer acquires no rights in Reference Data other than the right to use the Services as enhanced by Reference Data in accordance with these Terms. OneClick does not warrant the accuracy, completeness, availability, or continuity of Reference Data and is not liable for errors, omissions, or changes in Reference Data or its sources.
3.1 General Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) sell, resell, sublicense, distribute, rent, or lease the Services; (b) access or use the Services to build, improve, or support a competing product or service, or for benchmarking, competitive analysis, or similar purposes; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas, structures, or algorithms of the Services, except to the extent such restriction is prohibited by applicable law; (d) modify, translate, or create derivative works of the Services or the Documentation; (e) remove, obscure, or alter any proprietary notices; (f) introduce any virus, malware, or harmful code; (g) interfere with or disrupt the integrity, security, or performance of the Services; (h) access the Services through automated means or scrape, index, or harvest content, except as expressly permitted by OneClick; (i) circumvent or attempt to circumvent any usage limits, authentication, rate limits, or access controls; or (j) use the Services in violation of applicable law.
3.2 Prohibited Content and Conduct. Customer will not use the Services to transmit, store, or process content that: (a) infringes or misappropriates any intellectual property or other right of a third party; (b) is defamatory, harassing, or unlawful; (c) contains malicious code; (d) solicits, sexualizes, or endangers minors; or (e) violates any applicable privacy or data protection law.
3.3 Responsibility for Users. Customer is responsible for (a) all acts and omissions of its Authorized Users; (b) the accuracy, quality, and lawfulness of all Customer Data; (c) the means by which Customer obtains Customer Data; and (d) compliance with all laws applicable to Customer’s business, including wage-and-hour, labor, employment, immigration, and data-protection laws.
3.4 Export Controls and Sanctions. Customer represents and warrants that (a) it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions; (b) it is not listed on any U.S. government list of prohibited or restricted parties; and (c) its use of the Services complies with all applicable export-control and sanctions laws, including the U.S. Export Administration Regulations and the regulations administered by the U.S. Office of Foreign Assets Control.
3.5 Anti-Corruption. Customer will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and will not offer, promise, or provide anything of value to any government official or other person to improperly obtain or retain business or secure any improper advantage in connection with these Terms or the Services.
3.6 Emergency Suspension. Without limiting Section 8.2, OneClick may immediately suspend Customer’s or any Authorized User’s access to the Services if OneClick reasonably determines that continued access poses a security, legal, or operational risk to OneClick, its customers, or third parties.
4.1 Ownership. As between the Parties, Customer owns all right, title, and interest in and to Customer Data, including all intellectual property rights therein. OneClick claims no ownership of Customer Data.
4.2 License to OneClick. Customer grants OneClick a non-exclusive, worldwide, royalty-free license during the Subscription Term, and thereafter solely as necessary to give effect to OneClick’s rights in Usage Data, De-Identified Data, and Aggregated Data, to host, copy, transmit, display, store, process, and otherwise use Customer Data to (a) provide, maintain, improve, and secure the Services; (b) perform its obligations under these Terms; (c) generate Usage Data, De-Identified Data, and Aggregated Data; and (d) comply with applicable law.
4.3 Customer Representations Regarding Data. Customer represents and warrants that (a) it has all rights, consents, authorizations, and licenses necessary to submit Customer Data to the Services and to grant the licenses in this Section 4; (b) Customer Data does not violate the rights of any third party or applicable law; and (c) Customer has provided all notices to, and obtained all consents from, individuals whose Personal Information is included in Customer Data as required under applicable data-protection, employment, and privacy law.
4.4 Employee and Minor Employee Data. Customer acknowledges that it is the controller (or the equivalent designation under applicable law) of Personal Information concerning its personnel that is submitted to the Services, and OneClick acts as a processor or service provider. For Personal Information concerning Minor Employees, Customer is solely responsible for compliance with all applicable minor-labor, child-privacy, and parental-consent laws, including obtaining and maintaining any required parental consents. Customer’s indemnification obligations under Section 13.2 expressly cover all claims arising from Customer’s handling of Personal Information concerning its personnel, including Minor Employees.
4.5 Data Processing Addendum. To the extent Customer Data contains Personal Information subject to CCPA/CPRA, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Texas Data Privacy and Security Act, or any analogous applicable law, the DPA applies and forms part of these Terms with respect to OneClick’s processing of such Personal Information on Customer’s behalf.
5.1 Ownership of Usage Data. As between the Parties, OneClick owns all right, title, and interest in and to Usage Data, including all intellectual property rights therein. To the extent Customer is deemed to have any ownership interest in Usage Data, Customer hereby irrevocably assigns to OneClick all such right, title, and interest and waives any moral or equivalent rights. OneClick’s rights in Usage Data survive termination of these Terms in perpetuity.
5.2 License-Back to Customer. OneClick grants Customer a non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Subscription Term to access and use, through the features of the Services, Usage Data relating to Customer’s own use of the Services, solely for Customer’s internal business purposes. This license does not permit Customer to extract, export, resell, sublicense, or use Usage Data outside the Services, or to use Usage Data to develop, train, or improve any product or service competitive with the Services.
5.3 De-Identified and Aggregated Data. OneClick may create, use, reproduce, distribute, and exploit De-Identified Data and Aggregated Data for any lawful business purpose, including to develop, improve, and commercialize the Services and other products and services, to benchmark, to publish industry insights and research, and to share with third parties. OneClick’s rights in De-Identified Data and Aggregated Data survive termination in perpetuity. OneClick will not attempt to re-identify De-Identified Data or permit a recipient to do so, and will maintain reasonable technical and contractual safeguards against re-identification consistent with CCPA/CPRA requirements.
5.4 Permitted Uses. Without limiting the foregoing, OneClick may use Customer Data (during the Subscription Term and any post-termination retention period permitted under Section 8.6), Usage Data, De-Identified Data, and Aggregated Data to: (a) provide, operate, support, maintain, secure, and improve the Services; (b) develop new features, products, and services, including machine-learning, predictive, and automated-scheduling models; (c) perform analytics, benchmarking, research, and product development, including across customers; (d) enforce these Terms and protect the rights, property, and safety of OneClick, its customers, and third parties; and (e) comply with applicable law.
5.5 No Sale of Personal Information. OneClick does not “sell” or “share” Personal Information contained in Customer Data within the meaning of CCPA/CPRA or analogous state laws. OneClick’s sharing of Personal Information contained in Customer Data with Subprocessors is limited to the purposes set forth in the DPA and these Terms.
6.1 Information Security Program. OneClick maintains a written information-security program that includes administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, consistent with generally accepted industry practices for SaaS providers of similar size and scale.
6.2 Subprocessors. Customer authorizes OneClick to engage Subprocessors to process Customer Data for the purposes set forth in these Terms and the DPA, provided that OneClick (a) imposes data-protection obligations on each Subprocessor no less protective than those in these Terms and the DPA and (b) remains liable for the acts and omissions of its Subprocessors. OneClick maintains a current list of Subprocessors, available on request.
6.3 Security Incident Notification. OneClick will notify Customer without undue delay, and in any event no later than seventy-two (72) hours after OneClick’s confirmation of a Security Incident, and will provide information reasonably necessary for Customer to meet its own notification obligations under applicable law. OneClick will reasonably cooperate with Customer in investigating and remediating the Security Incident. OneClick’s notification is not an acknowledgment of fault or liability.
6.4 California Consumer Privacy Rights. With respect to Personal Information of California residents contained in Customer Data, OneClick acts as a “service provider” as defined under CCPA/CPRA. OneClick will (a) process such Personal Information only for the business purposes specified in these Terms and the DPA; (b) not “sell” or “share” such Personal Information as those terms are defined under CCPA/CPRA; (c) not retain, use, or disclose such Personal Information outside the direct business relationship between the Parties or for any purpose other than the specific business purposes set forth herein; and (d) comply with applicable obligations of service providers under CCPA/CPRA.
6.5 Other State Privacy Laws. For Personal Information subject to the privacy laws of other U.S. states, OneClick acts as a “processor” (or equivalent designation) and will process such Personal Information in accordance with the DPA and the applicable law.
7.1 Fees. Customer will pay all Fees set forth in each Order Form or online subscription page. Except as expressly stated in these Terms or required by non-waivable law, all Fees are non-refundable and all payments are non-cancellable.
7.2 Payment Terms. Unless otherwise specified in the Order Form, Fees are due in advance and payable by credit card, ACH, or other method OneClick makes available. Customer authorizes OneClick and its payment processors to charge Customer’s designated payment method for all Fees as and when due.
7.3 Late Payment; Disputed Invoices. Amounts not disputed in good faith and unpaid fifteen (15) days after the due date bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable collection costs (including attorneys’ fees). Customer may dispute an invoice only by written notice to OneClick within thirty (30) days of the invoice date, identifying the disputed amount and the basis for the dispute in reasonable detail; undisputed amounts must be paid when due. Failure to dispute within this period is a waiver of the right to dispute that invoice.
7.4 Taxes. Fees exclude all taxes. Customer is responsible for all sales, use, value-added, GST, and similar taxes imposed on the transactions under these Terms, other than taxes imposed on OneClick’s net income.
7.5 Subscription Term; Automatic Renewal. The initial subscription term is set forth in the Order Form or, if Customer subscribes through OneClick’s online subscription page, is determined by the billing interval Customer selects: a monthly billing selection establishes a one (1) month initial term and successive one (1) month renewal terms; an annual billing selection establishes a one (1) year initial term and successive one (1) year renewal terms. If neither an Order Form nor an online subscription selection specifies a term, the initial term is one (1) year. At the end of the initial term and each subsequent renewal term, the subscription automatically renews for a renewal term equal in length to the then-current term, unless terminated as set forth in this Section.
(a) For annual subscriptions, either Party may provide written notice of non-renewal at least thirty (30) days before the end of the then-current term.
(b) For monthly subscriptions, Customer may elect non-renewal at any time before the end of the then-current monthly term, including through OneClick’s billing portal; the subscription will end at the conclusion of the then-current monthly term. OneClick may provide written notice of non-renewal of a monthly subscription at any time before the end of the then-current monthly term.
OneClick may provide renewal reminders by email but is not required to do so.
7.6 Price Changes. OneClick may change Fees effective as of any renewal term by providing Customer at least thirty (30) days’ prior written notice before the start of the renewal term. If Customer does not agree to the new Fees, Customer may elect not to renew under Section 7.5.
7.7 Promotional Offers and Discounts. OneClick may from time to time offer promotional pricing, coupons, multi-store discounts, location-based discounts (including Mall pricing), referral credits, or similar promotional offers. OneClick reserves the right to modify, terminate, or limit any promotional offer at any time without notice; provided that pricing applicable to Customer’s then-current Subscription Term will be honored at the price agreed upon at signup, and any modification will take effect upon renewal. Eligibility for promotional pricing may be subject to verification (including verification of store location, store count, or operator status) and may be revoked if eligibility is misrepresented or no longer met.
8.1 Term. These Terms are effective as of the Effective Date and continue until all Subscription Terms have expired or these Terms are otherwise terminated in accordance with this Section 8.
8.2 Suspension. OneClick may suspend Customer’s access to the Services, in whole or in part, and without liability, if (a) Customer’s payment is more than fifteen (15) days past due and OneClick has provided at least one (1) written notice; (b) Customer or any Authorized User has violated Section 3 (Acceptable Use), Section 4 (Customer Data), or Section 10 (Intellectual Property); (c) continued access poses a material security, integrity, or operational risk to OneClick, its customers, or third parties; or (d) suspension is required by law or valid legal process. OneClick will provide Customer with notice of the suspension and, where practicable, an opportunity to cure before suspending, except in emergencies. Suspension does not relieve Customer of its payment obligations.
8.3 Termination for Convenience. Customer may elect not to renew under Section 7.5. Customer’s subscription cannot otherwise be terminated for convenience during a Subscription Term. OneClick may terminate these Terms for convenience at the end of any Subscription Term on thirty (30) days’ prior written notice.
8.4 Termination for Cause. Either Party may terminate these Terms (including all Order Forms) upon written notice if the other Party (a) materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving written notice (or, for payment breaches, within fifteen (15) days of written notice); or (b) becomes insolvent, makes a general assignment for the benefit of creditors, files a petition in bankruptcy, or has such a petition filed against it that is not dismissed within sixty (60) days. OneClick may terminate immediately upon written notice for Customer’s violation of Sections 3.1, 3.2, 3.4, 3.5, 4.3, or 10.
8.5 Effect of Termination. Upon termination or expiration, (a) Customer’s right to access and use the Services ceases; (b) Customer will pay all Fees accrued through the effective date of termination; and (c) each Party will return or destroy the other’s Confidential Information in its possession, except as set forth in Section 8.6 and except that a Party may retain Confidential Information to the extent required by law or contained in routine backup or archival systems not readily accessible.
8.6 Post-Termination Data Export. For ninety (90) days after the effective date of termination or expiration, Customer may request, through OneClick’s standard export tools or a written request to OneClick support, an export of Customer Data in a commercially reasonable structured format. After such ninety (90) day period, OneClick may delete Customer Data from its active production systems, subject to routine backup-retention schedules. OneClick’s retention of Customer Data, Usage Data, De-Identified Data, and Aggregated Data is otherwise governed by Section 5 and the DPA. OneClick has no obligation to retain Customer Data after the 90-day period.
8.7 Survival. Sections that by their nature should survive termination will survive, including Sections 1, 4.1, 4.3, 4.4, 5, 6.4, 6.5, 7.3, 8.5 through 8.7, 9, 10, 12, 13, 14, 15, 16, and 17.
9.1 Definition. “Confidential Information” means non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether oral or written, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. OneClick’s Confidential Information includes the OneClick Technology, non-public Services features, pricing, and Usage Data. Customer’s Confidential Information includes Customer Data.
9.2 Obligations. The Receiving Party will (a) use the Disclosing Party’s Confidential Information only to perform its obligations and exercise its rights under these Terms; (b) protect the Confidential Information using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; and (c) limit access to employees, contractors, and agents who need access for purposes consistent with these Terms and are bound by confidentiality obligations no less protective than those in this Section 9.
9.3 Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public other than through breach of these Terms; (b) was known to the Receiving Party without a duty of confidentiality before disclosure; (c) is received from a third party free of any duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.
9.4 Compelled Disclosure. If the Receiving Party is required by law or valid legal process to disclose Confidential Information, the Receiving Party will, to the extent legally permitted, provide the Disclosing Party with prompt written notice and reasonable cooperation (at the Disclosing Party’s expense) in seeking a protective order or limiting the scope of disclosure.
9.5 Term. The obligations in this Section 9 apply during the term and for three (3) years after termination, except that obligations with respect to trade secrets apply for so long as the information qualifies as a trade secret under applicable law.
10.1 OneClick Technology. As between the Parties, OneClick and its licensors own all right, title, and interest in and to the OneClick Technology, including all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in these Terms.
10.2 Reservation of Rights. All rights not expressly granted are reserved by OneClick. Nothing in these Terms will be construed as granting, by implication, estoppel, or otherwise, any license or right in or to the OneClick Technology.
10.3 Feedback. Customer may, but is not required to, provide suggestions, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”). Customer hereby grants OneClick a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, distribute, and commercialize all Feedback without restriction and without compensation to Customer. OneClick is not obligated to use Feedback.
10.4 Trademarks. “OneClick,” the OneClick logo, and related product names are trademarks of OneClick. All other trademarks referenced in the Services are the property of their respective owners. OneClick is not affiliated with, endorsed by, or sponsored by the owners of Third-Party Integrations or other third-party marks referenced in the Services.
10.5 Customer Marks. Customer grants OneClick a limited, non-exclusive, royalty-free, worldwide license to use Customer’s name, logos, and trademarks solely to identify Customer as a customer of OneClick in customer lists, websites, and marketing materials. Customer may revoke this license with thirty (30) days’ prior written notice, after which OneClick will cease new use of Customer’s marks but may continue existing uses in materials already published or produced.
11.1 Mutual. Each Party represents and warrants that (a) it has full power and authority to enter into these Terms; (b) execution and performance of these Terms do not conflict with any other agreement binding on it; and (c) it will comply with all laws applicable to its performance under these Terms.
11.2 Customer. Customer represents and warrants that (a) its use of the Services complies with all applicable laws, including wage-and-hour, labor, employment, immigration, minor-labor, export-control, sanctions, anti-corruption, and data-protection laws; (b) it has all rights, consents, and authorizations necessary to submit Customer Data and to grant the licenses in Section 4; and (c) the information it provides to OneClick is true, accurate, and complete.
12.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES, BETA FEATURES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ONECLICK AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ONECLICK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONECLICK DISCLAIMS ALL LIABILITY FOR THE ACTIONS OR OMISSIONS OF THIRD PARTIES, INCLUDING THIRD-PARTY INTEGRATION PROVIDERS.
12.2 No Service-Level Commitment Outside Order Form. ONECLICK MAKES NO SERVICE-LEVEL COMMITMENT (INCLUDING UPTIME, AVAILABILITY, OR SUPPORT-RESPONSE TIMES) UNLESS EXPRESSLY SET FORTH IN AN ORDER FORM SIGNED BY BOTH PARTIES.
12.3 Configurable, Automated, and AI-Assisted Features; Labor-Law Compliance. Certain features of the Services are configurable by Customer or generate automated, predictive, or AI-assisted outputs (including without limitation auto-scheduling, labor-planning forecasts, accountability and infractions tracking, operational-intelligence dashboards, sensor-based outputs, training and rating recommendations, and similar features). Customer is solely responsible for (a) configuring such features to comply with applicable federal, state, and local laws, including wage-and-hour, break, scheduling, leave, anti-discrimination, and minor-labor laws; (b) monitoring changes in applicable law and updating configurations accordingly; (c) providing training and oversight to Authorized Users; and (d) reviewing and exercising independent judgment over Service outputs before relying on them in any employment, scheduling, disciplinary, compensation, or operational decision. Service outputs are provided as tools to inform Customer decision-making and are not legal, professional, employment, or labor-relations advice. ONECLICK DOES NOT PROVIDE LEGAL ADVICE. ONECLICK IS NOT LIABLE FOR ANY EMPLOYMENT, SCHEDULING, DISCIPLINARY, COMPENSATION, OR OPERATIONAL DECISION CUSTOMER MAKES, INCLUDING DECISIONS INFLUENCED BY OR DERIVED FROM SERVICE OUTPUTS, OR FOR NONCOMPLIANCE RESULTING FROM CUSTOMER’S CONFIGURATION CHOICES, USE OF THE SERVICES, OR FAILURE TO UPDATE CONFIGURATIONS.
13.1 OneClick Indemnification. OneClick will defend Customer against any third-party claim alleging that the Services, as provided by OneClick and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark or misappropriate a trade secret (an “IP Claim”), and will indemnify Customer for damages finally awarded by a court of competent jurisdiction or paid in a settlement approved by OneClick. OneClick has no obligation under this Section 13.1 for an IP Claim arising from (a) Customer Data; (b) use of the Services in combination with products, services, or materials not provided by OneClick, where the claim would not have arisen but for such combination; (c) modifications to the Services not made by OneClick; (d) Customer’s use of the Services in violation of these Terms; or (e) Beta Features. If an IP Claim is made or, in OneClick’s reasonable opinion, is likely to be made, OneClick may, at its option and expense, (i) procure for Customer the right to continue using the Services; (ii) modify the Services to be non-infringing while preserving substantially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected subscription and refund a pro rata portion of pre-paid Fees for the unused period of the Subscription Term. This Section 13.1 states OneClick’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any IP Claim.
13.2 Customer Indemnification. Customer will defend, indemnify, and hold harmless OneClick and its Affiliates, and their respective officers, directors, employees, contractors, and agents, from and against any third-party claim, liability, loss, damage, fine, penalty, cost, and expense (including reasonable attorneys’ fees) arising from or relating to (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates the rights of a third party or applicable law; (b) Customer’s or any Authorized User’s use of or failure to use the Services; (c) Customer’s breach of these Terms or of any representation or warranty herein; (d) Customer’s violation of applicable law, including wage-and-hour, labor, employment, minor-labor, privacy, export-control, sanctions, or anti-corruption law; (e) any claim by an employee, former employee, contractor, customer, or other person relating to Customer’s handling of their Personal Information, including any failure to provide required notices or obtain required consents (including parental consents for Minor Employees); and (f) Customer’s use of any Third-Party Integration.
13.3 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party in writing of the claim (provided that failure to give prompt notice relieves the indemnifying Party only to the extent it is materially prejudiced); (b) give the indemnifying Party sole control of the defense and settlement, except that the indemnifying Party may not settle a claim that imposes any liability or obligation on the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying Party’s expense.
14.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, ANTICIPATED SAVINGS, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ONECLICK UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
14.3 Exceptions. The limitations in Sections 14.1 and 14.2 do not apply to (a) Customer’s payment obligations; (b) Customer’s indemnification obligations under Section 13.2; (c) Customer’s violation of Sections 3.1, 3.2, 3.4, 3.5, or 10; or (d) liability that cannot be limited under applicable law, including claims arising from fraud, willful misconduct, or gross negligence.
14.4 Basis of the Bargain. The Parties acknowledge that the limitations in this Section 14 are a fundamental basis of the bargain and apply even if any limited remedy fails of its essential purpose.
15.1 Governing Law. These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Informal Resolution. Before initiating any formal proceeding, the Parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms by negotiation between senior representatives of each Party for at least thirty (30) days after written notice of the dispute.
15.3 Binding Arbitration. Except for the carve-outs in Section 15.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) that is not resolved under Section 15.2 will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (or, for claims exceeding US$250,000, its Comprehensive Arbitration Rules and Procedures) in effect at the time arbitration is initiated. The arbitration will be conducted by a single arbitrator, in the English language, seated in Salt Lake County, Utah, unless the Parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award only the relief that a court of competent jurisdiction could award, subject to these Terms.
15.4 Class-Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one Party’s claims and may not preside over any form of representative or class proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed from the arbitration and brought in the courts identified in Section 15.6.
15.5 Carve-Outs. Notwithstanding Section 15.3, either Party may bring an action in a court of competent jurisdiction (a) to seek interim or injunctive relief to protect its intellectual property or Confidential Information, and (b) for collection of undisputed Fees. Nothing in this Section 15 prevents a Party from participating in or recovering in a proceeding brought by a governmental agency.
15.6 Venue for Non-Arbitrable Matters. For any Dispute not subject to arbitration, the Parties consent to the exclusive jurisdiction of the state and federal courts located in Utah County, Utah, and waive any objection to venue or inconvenient forum in those courts.
15.7 Attorneys’ Fees. In any action or proceeding to enforce these Terms, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs.
OneClick may modify these Terms from time to time. For modifications that materially affect Customer’s rights or obligations (including data rights, Fees, or termination rights), OneClick will provide at least thirty (30) days’ prior written notice to Customer (email to the address on file is sufficient), and the modifications take effect at the start of Customer’s next renewal term or, if none, on the date specified in the notice. If Customer does not agree to a material modification, Customer may elect not to renew or, if the modification takes effect mid-term, terminate the then-current Subscription Term on written notice within the notice period and receive a pro rata refund of pre-paid Fees for the unused period. Non-material modifications (including clarifications, formatting, and corrections) may be made without individual notice and take effect when posted. Continued use of the Services after the effective date of a modification constitutes acceptance.
17.1 Entire Agreement. These Terms, together with each Order Form, the Privacy Policy, the DPA (where applicable), and any other materials expressly incorporated by reference, constitute the entire agreement between the Parties regarding the Services and supersede all prior or contemporaneous agreements and understandings on the subject. No terms in any purchase order, vendor-onboarding form, or other Customer-issued document modify these Terms, and OneClick expressly rejects all such terms, even if acknowledged or processed by OneClick.
17.2 Order of Precedence. In the event of a conflict, the following order of precedence controls: (a) the DPA (to the extent applicable); (b) the Order Form; (c) these Terms; (d) the Documentation.
17.3 Assignment. Customer may not assign or transfer these Terms, in whole or in part, without OneClick’s prior written consent. Any purported assignment in violation of this Section is void. OneClick may assign these Terms, in whole or in part, without consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. These Terms bind and inure to the benefit of the Parties’ respective successors and permitted assigns.
17.4 Force Majeure. Neither Party is liable for failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disorder, labor conditions, governmental action, pandemic, and failures of the internet, telecommunications networks, or utilities.
17.5 Notices. Notices to OneClick must be sent to OneClickApp, LLC, 2701 N. Thanksgiving Way #100, Lehi, UT 84043, with a copy to legal@oneclickapp.com. Notices to Customer will be sent to the email address on file for the Customer account, with a copy to any address specified in an Order Form. Notices are effective on receipt or, if sent by reputable courier, one (1) business day after dispatch or, if sent by email with confirmation of delivery, on the date sent.
17.6 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision is modified to the minimum extent necessary to render it enforceable while preserving its intent.
17.7 Waiver. No waiver is effective unless in writing and signed by the waiving Party. Failure or delay in exercising a right is not a waiver of that right.
17.8 Independent Contractors. The Parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, or fiduciary relationship.
17.9 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights, except that OneClick’s Affiliates, licensors, officers, directors, employees, and agents are intended beneficiaries of Sections 12, 13.2, and 14.
17.10 Headings; Construction. Headings are for convenience only. “Including” means “including without limitation.” Ambiguities are not construed against the drafting Party.
17.11 Counterparts; Electronic Signatures. Order Forms may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one agreement.
17.12 Government Customers. If Customer is a U.S. federal, state, or local government entity, the Services and Documentation are “commercial items” and “commercial computer software” as defined in applicable federal acquisition regulations, and are provided with only the rights set forth in these Terms.
These SMS Program Terms apply to Customer and to any individual who opts in to receive SMS messages from OneClick.
18.1 Consent. By submitting a mobile phone number through a OneClick form that references SMS consent, the subscriber agrees to receive SMS messages from OneClick related to account support, billing, onboarding, and product updates.
18.2 Message Frequency. Message frequency varies; subscribers may receive up to three (3) SMS messages per week.
18.3 Opt-Out; Help. Reply STOP to any message to opt out. Reply HELP for assistance. Message and data rates may apply.
18.4 No Third-Party Marketing. Phone numbers collected through SMS opt-in will not be shared with third parties for their marketing purposes.
18.5 Dispute Resolution. Disputes arising from the SMS program are subject to the arbitration and class-action waiver provisions in Section 15.
Contact
OneClickApp, LLC
2701 N. Thanksgiving Way #100
Lehi, UT 84043
legal@oneclickapp.com