Terms of Service
Thanks for using the OneDirectory® Service. Please read these OneDirectory terms of service (“Terms of Service”) carefully. These Terms of Service govern your access to and use of the OneDirectory cloud-based applications, including any updates, upgrades, modified versions, extensions, improvements, and derivative works of them (collectively, the “Service”). The Service does not include our public websites, which are governed by our Terms of Use at onedirectory.com/terms-of-use.
Your Agreement with OneDirectory
Vinewave (Pty) Ltd (“OneDirectory”, “OneDirectory®”, “Vinewave”, “we”/“us”) is a private company registered in the Republic of South Africa.
By signing or accepting an Order Form, or by accessing or using the Service, you agree to these Terms. These Terms of Service govern your use of and OneDirectory’s provision of the Service.
“You” (the “Customer”, “You”, or “Your”) means the entity identified in the applicable Order Form or, if there is no Order Form, the organisation on whose behalf the account is created or the Service is accessed. If You are accepting on behalf of Your employer or another entity, You represent and warrant that: (i) You have full legal authority to bind Your employer or such entity to these Terms of Service; (ii) You have read and understand these Terms of Service; and (iii) You agree to these Terms of Service on behalf of the party that You represent.
If You have any questions about the Terms, please contact us at support@onedirectory.com.
Definitions
“Agreement” means these Terms together with any Order Form, the DPA, the Support Policy and the Privacy Policy.
“Count Date” means, for a Subscription Term of one year or longer, the date sixty (60) days before the end of that Subscription Term, and for a monthly Subscription, each billing date.
“Customer Data” means data, including personal data, that You or Your users provide to or sync into the Service, including data synced from Your Microsoft Entra ID tenant.
“Documentation” means OneDirectory’s help and user documentation for the Service at help.onedirectory.com, as updated from time to time.
“List Price” means the price published at onedirectory.com/pricing for the applicable plan, profile band and billing frequency.
“Order Form” means an ordering document accepted by both parties that references these Terms. An Order Form is accepted on signature or on payment of the associated invoice, whichever occurs first. A receipt or invoice for a self-serve purchase through onedirectory.com or Paddle’s checkout, without a separately accepted Order Form, is not an Order Form.
“Subscription Term” means each period for which a Subscription is purchased: the initial period stated in the Order Form or, if there is no Order Form, the period covered by Your first payment, and each renewal period after it. Each renewal begins a new Subscription Term.
“Support Policy” means the OneDirectory Support Policy at onedirectory.com/support-policy.
Order of Precedence
If there is a conflict, the following order applies: (1) the DPA, solely in respect of the processing of personal data; (2) the Order Form; (3) these Terms; (4) the Support Policy. An Order Form may vary the DPA only where it expressly states that it does so. Any terms in a purchase order or other customer-issued document are for administrative purposes only and have no effect, even if accepted or acknowledged by OneDirectory.
Changes to these Terms
We may update these Terms by publishing a new version with a new effective date. Updated Terms apply to You from the start of Your first Subscription Term that begins at least thirty (30) days after we notify You of them by email, including the fees for that Subscription Term and any Count Date that falls before it.
Your Account
- You may not use the Service if You are a person barred from receiving the Service under the laws of the United States or other countries, including the country in which You are resident or from which You use the Service.
- You may not use the Service unless you are at least 13 years old (16 years for individuals in the EU).
- You must be a human. Accounts created by automated methods are not permitted.
- You own Your Customer Data. We will delete it on Your request as set out in the DPA.
Use of the Service
- You must provide accurate and complete registration information any time You register to use the Service.
- You are responsible for the security of Your passwords and for any use of Your account.
- Your use of the Service must comply with all applicable laws, regulations, and ordinances.
- You must not use the Service to store or process special categories of personal data (such as data about health, religion, sexual orientation or ethnic origin), data about criminal convictions, government identification numbers or financial account details, unless OneDirectory has agreed in writing. You are responsible for any such data added to the Service, including through custom fields.
- You agree to not engage in any activity that interferes with or disrupts the Service.
- OneDirectory may apply documented API rate limits and fair-use thresholds to protect the performance of the Service. Any wider restriction of Your access to the Service is subject to the suspension provisions in the Cancellation and Termination section.
- You may not allow multiple people to use the same account or otherwise access the Service in a manner intended to avoid incurring fees.
Service Policies and Privacy
The Service shall be subject to the privacy policy for the Service available at https://www.onedirectory.com/privacy (the “Privacy Policy”), which are hereby expressly incorporated into the Terms of Service by reference. You agree to the use of Your data in accordance with OneDirectory’s Privacy Policy, as updated from time to time.
Data Protection Addendum
To the extent OneDirectory processes personal data on Your behalf in connection with the Service, the parties agree that the OneDirectory Data Protection Addendum available at onedirectory.com/dpa (the “DPA”) is incorporated into and forms part of these Terms of Service. In the event of any conflict between these Terms of Service and the DPA with respect to the processing of personal data, the DPA will prevail.
Usage and Aggregated Data
OneDirectory may collect information about how the Service is used, such as feature usage and performance data, in accordance with the Privacy Policy. OneDirectory may also create aggregated and anonymised data from Customer Data, such that neither You nor any individual can be identified. OneDirectory may use this information and data, during and after the Agreement, to operate, secure, support, improve and develop the Service and for research and benchmarking, and owns it. Aggregated and anonymised data is not Customer Data or Your Confidential Information.
Confidentiality
Each party (the “Recipient”) will keep confidential all non-public information disclosed by the other party (the “Discloser”) in connection with the Service that is marked confidential or would reasonably be understood to be confidential, including Customer Data, pricing and the terms of any Order Form (“Confidential Information”). The Recipient will use Confidential Information only to perform its obligations or exercise its rights under the Agreement, will protect it with at least reasonable care, and will disclose it only to its and its affiliates’ employees, contractors and professional advisers, and to its actual or prospective acquirers, investors and financing sources, in each case who need to know it and are bound by confidentiality obligations no less protective than these.
These obligations do not apply to information that is or becomes public through no fault of the Recipient, was lawfully known to the Recipient before disclosure, is independently developed without use of the Discloser’s information, or is lawfully received from a third party without restriction. The Recipient may disclose Confidential Information where required by law, after giving the Discloser prompt notice where legally permitted, and only the portion it is legally required to disclose.
These obligations continue for three (3) years after the Agreement ends, and for trade secrets and Customer Data for as long as they remain confidential. Where the parties have signed a separate non-disclosure agreement, it applies in addition to this section.
When the Agreement ends, or on the Discloser’s written request, the Recipient will return or destroy the Discloser’s Confidential Information, except copies held in routine backups or retained as required by law, which remain subject to this section. Customer Data is returned or deleted as set out in the DPA.
Fees for Use of the Service
- The Service may be provided to You without charge with certain limits or for a certain “trial” period of time.
- Usage over this limit (or after the “trial” period) requires Your purchase of additional resources or services on a subscription basis (Your “Subscription”).
- Your Subscription is billed/charged in advance, on a recurring, periodic basis (Your “Billing Cycle”).
- Fees are billed in advance, monthly or annually, according to the plan selected at checkout or stated in the Order Form. Your Subscription will automatically renew for successive terms of equal length at the end of each Subscription Term unless cancelled. Unless the Order Form states otherwise, a Subscription Term longer than one year renews for one (1) year. You may cancel any Subscription at any time before it renews, and the cancellation takes effect at the end of the current Subscription Term, whenever it is made. OneDirectory may give notice of non-renewal of any Subscription in writing at least thirty (30) days before the end of the then-current term.
- Fees are invoiced and collected by our reseller and Merchant of Record, Paddle.com. Paddle’s buyer terms govern the payment transaction. These Terms govern your use of the Service. Invoices may be paid by bank transfer or credit card via Paddle. Where your organisation requires a purchase order, the PO number will be included on the invoice.
- Payments are non-refundable, except where the Agreement expressly provides for a refund, or where a refund is required by applicable law or by Paddle’s buyer terms. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open account.
- If You believe an invoice or charge is incorrect, You must notify OneDirectory in writing within thirty (30) days of the invoice or charge date, describing the disputed amount. Amounts not disputed within that period are treated as accepted. The parties will work in good faith to resolve any dispute, and You must pay any undisputed amounts when due. OneDirectory will not suspend the Service for non-payment of an amount You are disputing in good faith under this paragraph.
- Charges are solely based on OneDirectory’s measurements of Your use of the Service, unless otherwise agreed to in writing.
- All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties.
- You acknowledge and agree that any credit card and related billing and payment information that You provide to OneDirectory may be shared by OneDirectory with companies who work on OneDirectory’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to OneDirectory, and servicing Your account.
- OneDirectory may change its fees and payment policies for the Service by notifying You at least ninety (90) days before the beginning of the billing cycle in which such change will take effect.
- Unless otherwise stated in the Order Form, at each annual renewal Your fees will be set using the number of profiles in Your directory on the Count Date, as follows. If You remain in the same band, Your fees will be the lesser of (a) the then-current List Price for that band and (b) Your fees for the previous year increased by 10%, but not less than Your fees for the previous year. If You have moved into a different band with a published List Price, Your fees will be the then-current List Price for the new band, adjusted by the same percentage that Your previous fees were above or below the then-current List Price for Your previous band, and the 10% limit does not apply. If Your directory exceeds the largest band with a published List Price, Your fees for the next Subscription Term will be as agreed on Enterprise terms. If fees are not agreed before the renewal date, they will be the List Price for the largest published band, multiplied by the number of profiles in Your directory on the Count Date divided by that band’s upper limit, and the 10% limit does not apply. Fees for plans without a published List Price, including Enterprise plans, increase by 5% at each annual renewal. The adjustments described above apply automatically and do not require notice under this Fees section. Monthly subscriptions are charged at the then-current List Price for Your plan and the profile band that applies on each Count Date, or, if You remain in the same band, at Your current monthly fee if that is higher. Any change to the List Price applies after the notice period in this Fees section. A move into a different band applies from the billing date on which it is counted, without notice. Above the largest published band, the formula above applies using the monthly List Price. Any other change to fees is subject to the notice requirements in this Fees section.
Cancellation and Termination
- You may cancel Your Subscription at any time before it renews. Cancellation takes effect at the end of Your current paid Subscription Term.
- How to cancel. You may cancel or give notice of non-renewal by email to support@onedirectory.com, accounts@onedirectory.com or Your named OneDirectory account manager, or by cancelling through Paddle, including in Paddle’s customer portal, through the cancellation link in Paddle’s emails, or through Paddle’s support. Each of these counts as written notice. Notice is effective when received, and we will confirm receipt by email within two (2) business days. Notice by phone, video call or any other method is not valid notice.
- You will not receive a refund or credit for the unused portion of a Subscription Term if You cancel, except where the Agreement expressly provides for a refund, or where a refund is required by applicable law or by Paddle’s buyer terms.
- Either party may terminate the affected Subscription by written notice if the other party materially breaches these Terms and does not cure the breach within thirty (30) days of receiving written notice describing it. If You terminate for OneDirectory’s uncured material breach, OneDirectory will refund the prepaid fees for the unused portion of the Subscription Term.
- OneDirectory may terminate Your Subscription immediately by written notice, without a cure period, if You or anyone using Your account attacks or attempts to compromise the security of the Service, uses the Service in a way that applicable law prohibits (including where You are barred from receiving the Service as described in the Your Account section), or repeatedly infringes the intellectual property rights of others as described in the Our Copyright Dispute Policy section.
- Either party may terminate immediately by written notice if the other party becomes insolvent, makes a general assignment for the benefit of its creditors, has a receiver, administrator, liquidator or business rescue practitioner appointed, or becomes subject to any similar proceeding.
- OneDirectory may suspend or terminate free and trial accounts at any time at its discretion.
- OneDirectory may suspend the affected part of the Service, or the whole Service where that is not possible: (a) if You materially breach these Terms, after giving You notice where practicable; (b) if any undisputed amount is more than fourteen (14) days overdue, after giving You notice; or (c) where necessary to prevent an imminent threat to the security or operation of the Service or other customers, only to the extent and for as long as needed to contain the threat, giving You notice before suspending where practicable and otherwise promptly after. OneDirectory will restore access promptly once the issue is resolved and, for non-payment, once all overdue undisputed amounts are paid. Suspension does not pause fees or extend the Subscription Term. If a suspension under (a) or (b) is not resolved within thirty (30) days, OneDirectory may terminate under the material breach provision above. If a suspension not caused by You lasts more than thirty (30) days, You may terminate the affected Subscription and OneDirectory will refund the prepaid fees for the unused portion of the Subscription Term. OneDirectory will not be liable to You or any third party for a suspension made in accordance with this section.
- For thirty (30) days after Your Subscription ends, You may ask OneDirectory to return a copy of Your Customer Data. After that period, OneDirectory will delete Your Customer Data as set out in the DPA.
Ideas and Feedback
You may choose to or we may invite You to submit comments or ideas about the Service, including but not limited to ideas about improving the Service or our products (“Ideas”). By submitting any Idea, You agree that Your disclosure is unsolicited and without restriction and will not place OneDirectory under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
Modification of the Service
- You acknowledge and agree that the Service may change from time to time without prior notice to You.
- Changes include, without limitation, security patches, added or removed functionality, and other enhancements or restrictions.
- If OneDirectory discontinues the Service, or materially reduces its core functionality, during a paid Subscription Term, You may terminate the affected Subscription and OneDirectory will refund the prepaid fees for the unused portion of that Subscription Term.
- Except as set out in the previous point, OneDirectory shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
External Resources
The Service may include hyperlinks to other web sites or content or resources or email content. You acknowledge and agree that OneDirectory is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such web sites or resources.
License from OneDirectory and Restrictions
The Service is licensed, not sold. OneDirectory and its licensors retain all right, title and interest, including all intellectual property rights, in and to the Service and related software.
All of the content available on or through the Service, including without limitation, text, photographs, graphics, logos, designs, trade/service marks, and/or audio-visual content, is owned and/or controlled by OneDirectory, or other licensors or Service users and is protected, as applicable, by copyright, trademark, trade dress, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Service and any underlying technology or software used in connection with the Service contain our proprietary information.
Subject to and conditioned upon Your compliance with these Terms, we grant to you a personal, worldwide, royalty-free, non-transferable (except as permitted under the Assignment clause) and non-exclusive license to use the software provided to You by OneDirectory as part of the Service as provided to You by OneDirectory. This license is for the sole purpose of enabling You to use and enjoy the benefit of the Service as provided by OneDirectory, in the manner permitted by the Terms.
You may not (and You may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted or required by law, or unless You have been specifically told that You may do so by OneDirectory, in writing (e.g. through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Service.
Open source software licenses for components of the Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern Your agreement with OneDirectory for the use of the components of the Service released under an open source license.
You may not use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other users’ use or enjoyment of the Service.
You may not attempt to gain unauthorized access to any of the Service, member accounts, or computer systems or networks, through hacking, password mining, or any other means.
Without limiting anything else contained herein, You agree that You shall not (and You agree not to allow any third party to):
- remove any notices of copyright, trademark or other proprietary rights contained in/on or accessible through the Service or in any content or other material obtained via the Service;
- use any robot, spider, website search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Service;
- reformat any portion of the web pages that are part of the Service;
- use the Service for commercial purposes not permitted under these Terms;
- create user accounts by automated means or under false or fraudulent pretences;
- attempt to defeat any security or verification measure relating to the Service;
- provide or use tracking or monitoring functionality in connection with the Service, including, without limitation, to identify other users’ actions or activities;
- impersonate or attempt to impersonate OneDirectory or any employee, contractor, or associate of OneDirectory, or any other person or entity; or
- collect or store personal data about other users in connection with the prohibited activities described in this paragraph.
Our Copyright Dispute Policy
OneDirectory respects the intellectual property of others and requires that our users do the same. It is our policy to terminate the accounts of repeat infringers, as set out in the Cancellation and Termination section. If You believe that material or content residing on or accessible through the Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Copyright Agent listed below:
- identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
- identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the OneDirectory Service (providing the URL(s) of the claimed infringing material satisfies this requirement);
- information reasonably sufficient to permit us to contact You, such as an address, telephone number, and an email address;
- a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by You, made under penalty of perjury, that the above information in Your notification is accurate and that You are the copyright owner or are authorized to act on the copyright owner’s behalf; and
- your physical or electronic signature.
Our Designated Copyright Agent for notification of claimed infringement can be reached at Vinewave (Pty) Ltd, Attn: Copyright Infringement, privacy@onedirectory.com.
Links to Other Websites
The Service may contain advertisements and/or links to other websites (“Third Party Sites”). OneDirectory does not endorse, sanction or verify the accuracy or ownership of the information contained in/on any Third Party Site or any products or services advertised on Third Party Sites. If You decide to leave the Site and navigate to Third Party Sites, or install any software or download content from any such Third Party Sites, You do so at Your own risk. Once You access a Third Party Site through a link on our Site, You may no longer be protected by these Terms of Service and You may be subject to the terms and conditions of such Third Party Site. You should review the applicable policies, including privacy and data gathering practices, of any Third Party Site to which You navigate from the Site, or relating to any software You use or install from a Third Party Site. Concerns regarding a Third Party Site should be directed to the Third Party Site itself. OneDirectory bears no responsibility for any action associated with any Third Party Site.
Free Trials, Sample Data and Beta Features
OneDirectory may offer free trials, sample directories and features identified as beta, preview or early access. These are provided “as is”, without any warranty, and may be changed, suspended or ended at any time. To the maximum extent permitted by applicable law, OneDirectory has no liability arising from them. Data in a trial account may be deleted when the trial ends unless You purchase a Subscription.
Disclaimer of Warranties
Except as expressly set out in these Terms (including the Support Policy and any service level commitment in an Order Form), the Service is provided “as is” and “as available.” To the maximum extent permitted by applicable law, OneDirectory disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
OneDirectory warrants that, during the Subscription Term, the Service will perform in all material respects in accordance with the Documentation when used as permitted under these Terms of Service. If the Service does not conform to this warranty and You notify OneDirectory, OneDirectory will use commercially reasonable efforts to correct the nonconformity. Your exclusive remedy and OneDirectory’s entire liability for breach of this warranty will be, at OneDirectory’s option: (a) repair or replacement of the nonconforming Service; (b) provision of a workaround; or (c) if OneDirectory is unable to materially restore the Service within a reasonable time, termination of the affected Subscription and refund of any prepaid fees for the unused portion of the Subscription Term.
OneDirectory does not warrant that the Service will be uninterrupted or error-free, and You acknowledge that from time to time the Service may be unavailable or may contain errors.
Nothing in this section affects any warranties or rights that cannot be excluded under applicable law.
Limitations on Liability
Except for the Excluded Claims described below, and to the maximum extent permitted by applicable law, each party’s total aggregate liability arising out of or relating to these Terms of Service (whether in contract, tort, negligence, strict liability, or otherwise) will not exceed the fees paid or payable for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.
Notwithstanding the general liability cap above, each party’s total aggregate liability arising out of or relating to its breach of confidentiality obligations or data protection obligations will not exceed two (2) times the fees paid or payable for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.
To the maximum extent permitted by applicable 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, business, goodwill, anticipated savings, or loss or corruption of data, in each case arising out of or relating to these Terms of Service, even if advised of the possibility of such damages.
The limitations in this section do not apply to: (a) a party’s infringement or misappropriation of the other party’s intellectual property rights; (b) a party’s wilful misconduct or gross negligence; or (c) amounts payable by a party under the Indemnification section of these Terms (together, the “Excluded Claims”).
Nothing in these Terms of Service limits or excludes either party’s liability for matters that cannot be limited or excluded under applicable law (including, where applicable, death or personal injury caused by negligence, fraud, or fraudulent misrepresentation).
Indemnification
Each party (the “Indemnifying Party”) will defend, indemnify and hold harmless the other party and its affiliates, and their respective officers, directors, employees and agents (the “Indemnified Party”) from and against any third-party claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) in the case of Customer, the Customer Data, Customer’s use of the Service in breach of these Terms of Service, or the acts or omissions of Customer’s users; and (b) in the case of OneDirectory, any claim that the Service, when used as permitted under these Terms of Service, infringes or misappropriates a third party’s intellectual property rights.
The Indemnified Party will promptly notify the Indemnifying Party in writing of any claim and provide reasonable cooperation. The Indemnifying Party will control the defence and settlement of the claim, provided that it may not settle any claim in a manner that admits fault or imposes obligations on the Indemnified Party without the Indemnified Party’s prior written consent (not to be unreasonably withheld or delayed).
Choice of Law and Dispute Resolution
These Terms of Service, and any dispute or claim arising out of or relating to these Terms of Service or the Service, will be governed by the laws of the State of Delaware, without regard to its conflict of law principles. You and OneDirectory agree that any legal action or proceeding arising out of or relating to these Terms of Service or the Service will be brought exclusively in the state or federal courts located in the State of Delaware, and each party irrevocably submits to the personal jurisdiction and venue of those courts.
General Legal Terms
The Agreement constitutes the entire agreement between You and OneDirectory regarding the Service and supersedes all prior agreements and understandings relating to it. Where You have a separately signed agreement with OneDirectory for the Service, that agreement continues to govern until it expires or is replaced by an Order Form referencing these Terms.
If any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
The failure of a party to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Each party agrees that if a party does not exercise or enforce any legal right or remedy which is contained in the Terms (or which the party has the benefit of under any applicable law), this will not be taken to be a formal waiver of the party’s rights and that those rights or remedies will still be available to the party.
OneDirectory shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
Assignment. Either party may assign these Terms and any Order Form, without the other party's consent, to a parent, subsidiary, or affiliated company, or to a successor in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets or business, provided the assignee agrees in writing to be bound by these Terms of Service (including the DPA) and the assigning party gives the other party written notice within thirty (30) days. Any other assignment requires the prior written consent of the other party, not to be unreasonably withheld or delayed.
Notices. OneDirectory may give You notices by email to Your account administrator or billing contact, or within the Service. You must keep these contact details up to date. You may give OneDirectory notices by email to support@onedirectory.com, and notices of cancellation or non-renewal as set out in the Cancellation and Termination section. Notices given by email are written notices and are treated as received when sent, unless the sender receives a delivery failure notice. Notices under the DPA are given as set out in the DPA.
Survival. Any provision that by its nature is intended to survive the end of the Agreement survives, including the Confidentiality, Usage and Aggregated Data, Ideas and Feedback, License from OneDirectory and Restrictions, Disclaimer of Warranties, Limitations on Liability, Indemnification and Choice of Law and Dispute Resolution sections, the General Legal Terms, and any obligation to pay fees that accrued before the Agreement ended.
Publicity. OneDirectory may identify You as a customer by name and logo on its website and in its marketing materials, and doing so does not breach the Confidentiality section. You may withdraw this permission at any time by email to support@onedirectory.com, and OneDirectory will remove Your name and logo from its website within thirty (30) days and stop any new use. Any other use, such as a case study, press release or quote, requires Your prior written consent.
Commercial Terms
- Both parties agree to keep each other’s information confidential, as set out in the Confidentiality section. If your organisation requires a separate non-disclosure agreement, OneDirectory will review it and, where appropriate, sign it.
- Licensing is provided on a subscription basis for the applicable Subscription Term. The Subscription ends when its Subscription Term expires or is terminated. Multi-year Subscription Terms may be agreed between the parties.
- Any custom work outside the core OneDirectory implementation will be separately evaluated, scoped, and invoiced.