1. Definitions

Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.

2. Term

This Agreement is entered into as of the earlier of the date You first access or use the Platform or any Content or click “I agree” to this Agreement and will continue until terminated as set forth herein.

3. Modifications

The Company reserves the right, at any time, to modify the Platform or any Content, as well as the terms of this Agreement, whether by making those modifications available on the Platform or by providing notice to You as specified in this Agreement. Any modifications will be effective upon posting to the Platform or delivery of such other notice. You may cease using or accessing the Platform or Content or terminate this Agreement at any time if You do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through Your continued use of or access to the Platform or Content following such notice.

4. Eligibility

The Platform is intended for use by individuals 18 years of age and older. By accessing or using the Platform or any Content, you represent and warrant that you are at least 18 years of age.

5. Your Account and Content

5.1 Account Creation and Responsibility. Before accessing certain portions of the Platform, You and any person you authorized to access the Platform (“User”) are required to establish an account on the Platform (an “Account”). Approval of any request to establish an Account will be at the sole discretion of the Company. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for Your Users’ individual use and each Account ID may be used only by an individual User. You will ensure no User distributes or transfers their Account or Account ID or provides a third party with the right to access their Account or Account ID. You are solely responsible for all use of the Platform through Your Users’ Accounts. You will ensure the security and confidentiality of each Account ID and will notify the Company immediately if any Account ID is lost, stolen, or otherwise compromised. Any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; or (b) use an Account ID that the Company, in its sole discretion, deems offensive.

5.2 Your Content. Except as expressly provided by this Agreement, You are solely responsible for the nature of all Content, including Your Registration Information, Your Account information and any other Account passwords, usernames, or other personal information, that You provide, upload, or transfer to the Platform or generate through Your Account (“Your Content”). By providing Your Content, You grant the Company a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any form, media, software, or technology of any kind. You agree that Your Content: (a) does not violate this Agreement or any applicable laws; (b) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) does not constitute an infringement or misappropriation of the IPR (as defined below) or other rights of any third party; (d) is not an advertisement or solicitation of funds, goods, or services; (e) is not false, misleading, or inaccurate; or (f) could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message, or a disruptive advertisement. The Company is not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Your Content. You agree that You have all right, title, interest, and consent in Your Content necessary to allow the Company to use Your Content for the purposes for which You provide Your Content to The Company.

6. Access

6.1 To The company. Subject to Your compliance with this Agreement, The company will permit You to access and use the Platform and Content solely for lawful purposes and only in accordance with the terms of this Agreement. Access to certain areas of the Platform or certain items of Content may also require You to agree to additional agreements (each an “Annex”). This Agreement and any Annex together comprise Your entire Agreement with The company. In the event of a conflict between the terms of this Agreement and an Annex, the terms of the Annex will govern Your use of the portions of the Platform or items of Content to which the Annex applies, and this Agreement will govern in all other respects.

6.2 To Content. As between The company and You, all Content, including all text, audio, video, photographs, illustrations, graphics, and other content or media, provided through the Platform (“Platform Content”) is owned by The company. All Platform Content is for Your informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content prior to making use of that Platform Content. Subject to Your compliance with this Agreement, You may use the Platform Content provided to You through the Platform solely for Your internal business purposes in connection with Your permitted use of the Platform in accordance with this Agreement. You agree that You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Platform Content; or (c) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any Platform Content. The company has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Platform Content. Without limiting the foregoing, The company will not be held liable to You or any third party for any Content (including Your Content) under the Communications Decency Act (47 U.S.C. § 230). Except as set forth in this Agreement, You are granted no licenses or rights in or to any Platform Content, or any IPR (as defined below) therein or related thereto.

6.3 To Third-Party Services. The company may provide You with the ability to access services developed, provided, or maintained by third-party service providers through the Platform (“Third-Party Services”). Third-Party Services may integrate with, pull Content from, or add Content to the Platform, including Your Content. In addition to the terms of this Agreement, Your access to and use of any Third-Party Services is also subject to any other agreement You may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to the terms of this Agreement but will not apply to any other services or Content You may access through the Platform.

7. Payment

You shall pay The company all fees You have agreed in writing to pay to The company in connection with this Agreement and Your access to and use of the Platform or Content (“Fees”), either when You enter into this Agreement or during the term of this Agreement. All recurring Fees will be due and payable by You in advance of the initial period and each applicable renewal period under this Agreement unless other payment terms have been extended by The company. All other Fees will be due and payable as indicated by The company.

Prepaid package upgrades, downgrades, or cancellations must be processed through contact with The company. To ensure updates, downgrades, or cancellations are processed for an upcoming service period, Your requests must be submitted before the end of the current month (GMT -7 Time) to avoid billing of Fees for the next month. Your requested upgrades, downgrades, and cancellations shall constitute an order form or agreement once confirmed by The company.

If You have specified a payment method (credit card, PayPal, etc.), You grant The company the right to charge it for all Fees. All Fees are non-refundable once paid. Overdue amounts may accrue 1.5% interest monthly. You agree to cover legal and collection fees for unpaid balances. Taxes, if applicable, are your responsibility. The company may update pricing at oono.ai/pricing.

8. Termination

This Agreement is effective as of the Effective Date and expires on the termination or expiration of all related subscriptions. Either party may terminate this Agreement if the other (a) fails to cure a material breach within 30 days after notice, (b) ceases operations, or (c) becomes subject to bankruptcy or insolvency proceedings. Upon termination: (1) Your access to the Platform and Content ends, (2) Your Account and Content may be deleted, and (3) certain clauses survive, including those related to payment, termination, technology, ownership, warranties, indemnities, liability, privacy, and legal terms.

9. Suspension

The company may suspend Your access to the Platform without notice if You breach the Agreement or applicable laws, or if Your conduct is deemed inappropriate, illegal, or harmful to The company or its users.

10. Platform Technology

The Platform’s technology, including software, databases, and code, is The company’s proprietary information and trade secret. You agree not to reverse engineer, distribute, copy, or interfere with the Platform’s code or hosting. You acknowledge no internet system is perfectly secure, and that breaches may expose Your Content.

11. SDK Maintenance

The company shall have no liability if you use a version of the oono SDK older than 6 months. You must update within 15 calendar days if requested by The company.

12. Ownership

The company retains all ownership rights in the Platform and Technology, including updates, improvements, and trademarks. You gain no ownership rights and may not use The company’s names or marks without permission.

13. Representations and Warranties

You represent that: (a) You have authority to enter into this Agreement; (b) this Agreement is binding on You; (c) You will comply with all applicable laws; and (d) Your use of the Platform and Content will not cause The company to violate any laws.

14. Disclaimers

THE PLATFORM AND ALL CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED THROUGH THE PLATFORM. THE COMPANY AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE TECHNOLOGY (INCLUDING THE PLATFORM), CONTENT, AND THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY, ITS EMPLOYEES, PROVIDERS, OR AGENTS, OR THE PLATFORM, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION (IF ANY).

15. Warranty

Should the Platform and/or SDK show a defect (i.e. non-conformities, malfunctions or other problems) You shall inform the company in writing immediately with an exact description of the relevant facts together with all other useful information for resolving the issue. The company shall fix correctly reported defects within a reasonable time frame. The company shall not be liable to You or to any third parties for any loss or damage whatsoever or howsoever caused arising directly or indirectly from improper use of Platform and/or SDK or inability to use the Platform/SDK. You, the authorised user and end-user shall be responsible for determination of appropriate uses of the Platform/SDK and for establishing adequate and independent procedures for testing the reliability and accuracy of any device on which the SDK shall be used.

16. Indemnity

You hereby agree to indemnify, defend, and hold harmless The company and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Parties arising in any manner from: (1) Your access to or use of the Platform, including any Content; (2) Your Content or other Content You provide through the Platform; and (3) Your breach of any representation, warranty, or other provision of this Agreement. The company will provide You with notice of any such claim or allegation, and The company will have the right to participate in the defense of any such claim at its expense.

17. Limitation on Liability

THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE TECHNOLOGY (INCLUDING THE PLATFORM) OR CONTENT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE COMPANY’S PROVISION OF THE TECHNOLOGY (INCLUDING THE PLATFORM) AND ALL CONTENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT YOU ACTUALLY PAID TO THE COMPANY FOR USE OF OR ACCESS TO THE PLATFORM IN THE PRECEDING 6 MONTHS, AND (2) $500. YOU AGREE THAT THE COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, THE COMPANY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

18. Data Privacy

You expressly consent to the use, collection, and disclosure of Your personally identifiable information and Your Content as described in the Privacy Policy for the Platform, which is located at https://oono.ai/privacy-policy/ (“Privacy Policy”). Notwithstanding anything in the Privacy Policy, The company will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from Your access to and use of the Platform and Content. To the extent any such non-personally identifiable data or information is collected or generated by The company, the data and information will be solely owned by The company and may be used by The company for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.

19. Governing Law and Venue

The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of California (U.S.A.) as such laws apply to contracts between California residents performed entirely within California, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, and the parties hereby disclaim the application thereof. Subject to Section 17.1, each party may bring any action or proceeding arising from or relating to this Agreement exclusively in a state or federal court in San Francisco, California (U.S.A.) or the applicable court in Your place of residence, and You irrevocably submit to the personal jurisdiction and venue of these courts in any such action or proceeding brought in such courts by The company.

20. Notices

Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to The company by postal mail to the address for The company listed on the Platform and The company’s oono website. The company may provide You with any notices required or allowed under this Agreement by sending You an e-mail to any e-mail address You provide to The company in connection with Your Account, provided that in the case of any notice applicable both to You and other users of the Platform, The company may instead provide such notice by posting on the Platform. Notices provided to The company will be deemed given when actually received by The company. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.

21. Additional Terms

Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by The company under this Agreement must be in writing or later acknowledged by The company in writing. Any waiver or failure by The company to enforce any provision of this Agreement on one occasion will not be deemed a waiver by The company of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. You may not assign or transfer either this Agreement or any of Your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without The company’s prior written approval. Any assignment in violation of the foregoing will be null and void. The company may assign this Agreement to any party that assumes The company’s obligations hereunder. The words “include,” “includes,” and “including” means “include,” “includes,” or “including,” in each case, “without limitation.” The parties hereto are independent contractors, not agents, employees, or employers of the other or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The Platform may contain links to third-party sites that are not under the control of The company. The company is not responsible for any content on any linked site and You access any third-party site from the Platform at Your own risk.

22. Contact

Contact us at: hello@oono.ai

Updated on July 1, 2025