This document is a templated draft, pending counsel review.
The text below is generic SaaS baseline language intended to communicate intent while the formal version is being finalised with our counsel. Do not rely on it for compliance, procurement, audit or any legally binding decision. For the current binding version applicable to your engagement, contact legal@observone.com.
Effective2026-05-11
Versionv0.1 (draft)
Jurisdiction[PLACEHOLDER: Delaware, USA]
1. Acceptance & parties
These Terms of Service ("Terms") form a binding agreement between ObservOne, Inc. ("ObservOne", "we", "our") and the entity identified as the customer in the applicable order form, master services agreement or online sign-up flow ("Customer", "you", "your").
By accessing or using the Service, you accept these Terms on behalf of the Customer entity and represent that you are authorised to do so. If you do not accept, do not use the Service.
Where a separate signed master agreement exists between you and ObservOne, that agreement controls and these Terms are subordinate to it.
2. Definitions
"Service" means the ObservOne platform and related software, hosted infrastructure, documentation and support services made available to Customer.
"Customer Data" means data, content and information that Customer (or its authorised users) submits, ingests or otherwise transmits to the Service.
"Authorised Users" means Customer's employees, contractors and sub-tenants whom Customer permits to use the Service under its account.
"Order Form" means an ordering document referencing these Terms and specifying subscription scope, fees and term.
3. The Service
During the subscription term and subject to these Terms, ObservOne will make the Service available in accordance with the applicable Order Form and the service level commitments published at [PLACEHOLDER: link to SLA] (the "SLA").
We may improve, modify or discontinue features of the Service over time. Material reductions in functionality during a paid subscription term will be communicated in advance with a reasonable remediation path.
4. Account & registration
Customer is responsible for the security of its account credentials and for all activity that occurs under its account. Customer will (a) maintain accurate registration information, (b) promptly notify ObservOne of any unauthorised access and (c) ensure that all Authorised Users comply with these Terms.
5. License & restrictions
Subject to these Terms, ObservOne grants Customer a non-exclusive, non-transferable, worldwide licence during the subscription term to access and use the Service for its internal business operations.
Customer will not (and will not permit any third party to):
Copy, modify or create derivative works of the Service
Reverse engineer or attempt to discover the source code (except where applicable law expressly permits)
Resell, sublicense or use the Service as a service bureau for third parties without express written consent
Circumvent any access or usage controls
Use the Service to develop a competing product
Remove proprietary notices
6. Acceptable use
Customer agrees not to use the Service:
In violation of any applicable law or regulation
To transmit malicious code, conduct denial-of-service attacks or otherwise interfere with the Service
To transmit infringing, defamatory or unlawful content
To process special-category personal data, payment card numbers or other sensitive data the Service is not designed to handle
We may suspend access to portions of the Service where required to mitigate an active threat or compliance risk.
7. Customer data & ownership
As between the parties, Customer owns all Customer Data. Customer grants ObservOne a limited licence to host, process and transmit Customer Data solely to provide, secure and improve the Service.
ObservOne acts as a processor with respect to personal data within Customer Data; the Data Processing Addendum ("DPA") at [PLACEHOLDER: link to DPA] is incorporated by reference.
On termination or expiry, ObservOne will (a) make Customer Data available for export for at least 30 days, and (b) thereafter delete Customer Data from production systems, subject to retention required by law and to rolling backups that age out per our retention policy.
8. Confidentiality
Each party will protect the other party's Confidential Information using the same degree of care it uses to protect its own, and in no event less than reasonable care. Confidential Information will be used only to perform under these Terms and disclosed only on a need-to-know basis to personnel and advisors under similar obligations.
Confidentiality obligations survive for [PLACEHOLDER: 3 years] after the termination of these Terms, except for trade secrets which remain protected for as long as they qualify as such.
9. Fees & taxes
Customer will pay fees specified in the Order Form. Unless otherwise stated, fees are non-refundable and stated exclusive of taxes. Customer is responsible for all applicable taxes (other than ObservOne's income taxes).
Invoices are due net 30 days from issue. Past-due amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.
10. Warranties & disclaimer
Each party represents that it has the authority to enter into these Terms. ObservOne warrants that the Service will perform materially in accordance with its documentation during the subscription term.
Except as expressly stated in these Terms, the Service is provided "as is" and ObservOne disclaims all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. ObservOne does not warrant that the Service will be uninterrupted or error-free.
11. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special or punitive damages, or for any lost profits, revenue or data, arising out of or related to these Terms.
Each party's aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by Customer to ObservOne in the 12 months preceding the event giving rise to the claim.
The above limits do not apply to: (a) breach of confidentiality obligations, (b) a party's indemnification obligations, (c) liability that cannot be limited under applicable law.
12. Indemnification
ObservOne will defend Customer against any third-party claim that the Service, as provided by ObservOne and used in accordance with these Terms, infringes a valid US or EU intellectual property right, and will pay damages and costs finally awarded by a court or agreed in settlement.
Customer will defend ObservOne against any third-party claim arising from Customer Data or Customer's use of the Service in violation of these Terms.
Standard indemnification mechanics apply: prompt notice, sole control of defence, reasonable cooperation, and no settlement that admits liability without consent.
13. Term, suspension & termination
These Terms apply during each Order Form's subscription term and any renewal. Either party may terminate for material uncured breach on 30 days' notice. ObservOne may suspend the Service immediately where required to mitigate an active threat or compliance risk, with notice promptly thereafter.
On termination, Customer's licence to the Service ends and the export-and-delete process in § 7 applies.
14. Governing law & disputes
These Terms are governed by the laws of [PLACEHOLDER: the State of Delaware, USA], without regard to conflict-of-laws principles. Disputes will be resolved by binding arbitration in [PLACEHOLDER: city + arbitration body], except that either party may seek injunctive relief in any court of competent jurisdiction.
To the extent permitted by law, the parties waive any right to a jury trial or class action.
15. Modifications
We may update these Terms from time to time. Material changes will be communicated to account administrators at least 30 days before they take effect (or longer if required by law). Continued use of the Service after the effective date constitutes acceptance.
16. General provisions
These Terms (together with any Order Form and the DPA) constitute the entire agreement between the parties on this subject and supersede all prior communications. Neither party may assign without the other's consent, except to an affiliate or successor in business. If any provision is held unenforceable, the remainder remains in effect. Notices to ObservOne must be sent to legal@observone.com.
Force majeure events excuse delay or non-performance for the duration of the event.