OnePay Enterprise Terms of Service
These Enterprise Terms of Service (the “Terms”) together with any Order Form that references them (each, an “Order Form,” and collectively with these Terms, the “Agreement”), and any applicable product or service specific addendums (each, an “Addendum”), govern the provision and use of enterprise-level financial wellness support and related services (the “Services”) made available by One Finance, Inc. (“OnePay”). By entering into an Order Form, the party identified therein (“Company”) agrees to be bound by and comply with the terms and conditions of this Agreement, including any applicable Addendums as identified on the Order Form. In the event of a conflict between these Terms and any Addendum, the Addendum shall control with respect to the applicable products or services. OnePay and Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:
Definitions. Unless otherwise stated, capitalized terms have the meanings set out below:
"Affiliate" means with respect to Company any entity controlling, controlled by, or under common control with Company, and with respect to OnePay shall mean RNBW Ventures Inc. and any entities, directly or indirectly, controlled by it.
"Applicable Law" means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, directive, treaty or common-law principle, and any binding order, judgment, decree, supervisory guidance, license condition or other requirement of a governmental authority (including self-regulatory organizations, quasi-governmental bodies and payment-network rules) applicable to the products or a Party’s performance, including without limitation financial-services, consumer-protection, data-privacy, anti-money-laundering and sanctions laws such as the Gramm-Leach-Bliley Act, the Bank Secrecy Act and the USA PATRIOT Act.
"Bank Partner" means a U.S. or state-chartered depository institution or other entity that sponsors or supports a OnePay product.
“Change in Control” means any transaction or series of related transactions in which a Party (i) merges with or into another entity, (ii) sells all or substantially all of its assets, or (iii) undergoes a change in the beneficial ownership of more than fifty percent (50%) of its voting equity interests.
"Change in Law" means any (i) adoption, amendment, or repeal of Applicable Law, or (ii) directive, interpretation, or requirement of a Bank Partner, in each case occurring after the Effective Date and having a material adverse effect on a Party’s obligations.
“Confidential Information” shall mean any non-public or propietary information disclosed by one Party to the other in connection with this Agreement, including but not limited to business, technical, financial, and user-related data.
"Employee" means an individual who (i) is employed by Company or an Employer Entity and (ii) is eligible under Company’s payroll system to receive wages.
"Employer Entity" means Company and each Affiliate that directly or indirectly makes payroll or other compensation disbursements to Employees.
“Enrolled Employee” means an Employee who applies, enrolls, or is approved for one or more OnePay products.
“Licensee” means the Party receiving a license to use the other Party’s Marks in accordance with this Agreement.
“Licensor” means the party granting a license to the other Party to use its Marks in accordance with this Agreement.
“Marks” means the trade names, trademarks, service marks, logos, trade dress and other brand identifiers owned or licensed by a Party or its Affiliates.
“Materials” means marketing copy, creative assets, documents, product images, website or application screens and other collateral that incorporate or reference a Party’s Marks or other intellectual property.
Non-Exclusive
This Agreement is non-exclusive for OnePay, and nothing herein shall restrict OnePay from entering into similar agreements with other partners.
Term and Termination
Term. The initial term of this Agreement is as set forth on the Order Form (the “Term”).
Termination. Either Party (the “Terminating Party”) may terminate this Agreement before the end of the Term by written notice to the other Party (the “Non-Terminating Party”) upon:
Material Breach. a material breach that remains uncured thirty (30) days after written notice.
Regulatory or Bank Partner Directive. a written direction from a Governmental Authority, Bank Partner, or a Change in Law that makes continuation of the Program unlawful or impractical and that cannot be cured through a good-faith amendment.
Insolvency. the other Party’s voluntary or involuntary bankruptcy, receivership, assignment for the benefit of creditors or similar insolvency event.
Extended Force Majeure. a Force-Majeure Event affecting the Non-Terminating Party that lasts longer than 30 days.
Change in Control. a Change-in-Control of the Non-Terminating Party that creates regulatory, financial or reputational risk which the Parties cannot mitigate within sixty (60) days of notice of such Change in Control.
Reputational or Safety-and-Soundness Risk. The Non-Terminating Party’s acts or omissions (or regulatory enforcement against it) that, in the Terminating Party’s reasonable judgment, pose material legal, regulatory or reputational risk to the Terminating Party or its customers.
Services to Enrolled Employees. OnePay provides financial services, customer support, account features, and related functionality directly to Enrolled Employees under separate agreements between OnePay (or its Affiliates) and such Enrolled Employees. Company acknowledges and agrees that (i) all data, information, or materials provided by Enrolled Employees to OnePay shall be governed solely by the applicable OnePay consumer-facing agreements, policies, and disclosures, and (ii) eligibility, enrollment, product terms, and fees applicable to Enrolled Employees are determined exclusively by OnePay and its Bank Partners in their sole discretion.
Indemnification. For this Section, “Claim” means any third-party demand, suit or proceeding, and “Losses” are the resulting expenses, damages, fines, and reasonable defense costs (including reasonable attorneys fees). The party owing indemnity is the “Indemnifying Party,” and the party protected is the “Indemnified Party.”
By OnePay. OnePay will indemnify, defend, and hold harmless Company and its Affiliates and their officers, directors, employees, and agents from any Claims and resulting Losses to the extent arising from or relating to (i) OnePay’s gross negligence, willful misconduct, or fraud, or (ii) OnePay’s material violation of Applicable Law.
By Company. Company will indemnify, defend, and hold harmless OnePay, its Affiliates, and their officers, directors, employees, advisors, and agents from and against any Claims and resulting Losses to the extent arising from or relating to (i) Company’s gross negligence, willful misconduct, or fraud, (ii) Company’s misrepresentation of OnePay’s products or services to the extent such misrepresentation results from the Company’s use of unapproved or non-approved materials not provided or authorized by OnePay, or (iii) Company’s material violations of Applicable Law.
Procedure. The Indemnified Party must give the Indemnifying Party prompt written notice of any Claims for which indemnification is sought (provided that a delay in notice will not relieve the Indemnifying Party of its obligations unless such delay in notice materially prejudices the defense). The Indemnifying Party will promptly assume and diligently conduct the defense of the Claim with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party fails to promptly assume such defense, the Indemnified Party may assume the defense at the Indemnifying Party’s expense. No settlement of a Claim may admit fault, impose liability or obligations on the Indemnified Party without the Indemnified Party’s prior written consent (which may be withheld in its sole discretion). The Indemnified Party will reasonably cooperate in the defense of any Claim, and may participate with its own counsel at its own expense.
Exclusions. No indemnity will apply to the extent Losses are caused by the Indemnified Party’s gross negligence, willful misconduct, fraud of the indemnified matter.
Limitation of Liability
Neither Party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including lost profits, arising under this Agreement. The aggregate liability of either Party under this Agreement shall not exceed one hundred thousand dollars ($100,000). The limitations in this Section shall not apply to (i) a Party’s gross negligence, willful misconduct, or fraud, (ii) breaches of Section 7 (Confidentiality and Data Security), or (iii) such Party’s indemnification obligations under Section 6.
Confidentiality and Data Security
Confidentiality. Each Party agrees to maintain the confidentiality of the other Party’s Confidential Information and not to use or disclose such information except as expressly permitted under this Agreement. Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was already in the receiving Party’s possession without obligation of confidentiality, (iii) is rightfully obtained by the receiving Party from a third party without restriction, or (iv) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information. Each Party may disclose Confidential Information to its, and its Affiliates’ employees, contractors, advisors, and agents who have a need to know and are bound by obligations of confidentiality no less protective than those set forth herein.
Data Security. Each Party shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect against unauthorized access, use, or disclosure of information shared under this Agreement. Each Party shall notify the other in writing within forty eight (48) hours of any actual data security breach involving (i) information shared pursuant to this Agreement, or (ii) any other information, systems, or accounts of Company that, if compromised, could reasonably be used to facilitate fraudulent account sign-ups, unauthorized access, or other misuse affecting OnePay. Such notice shall include all available information regarding the nature and scope of the breach and corrective actions taken, and the notifying Party shall provide ongoing updates as further information becomes available.
Audit. Each Party shall have independent third parties regularly review and validate information security controls pertaining to its processing of data received from the other Party. Each Party shall at all times maintain an industry standard information security program certification, such as SOC 2 Type 2, ISO 27001, HITRUST CSF or equally commensurate evaluation. Upon written request, each Party shall provide the other Party with copies of its third-party audit reports, to the extent such reports relate to this Agreement. All such disclosures shall be subject to the disclosing Party’s reasonable confidentiality and information security requirements. Each Party shall also maintain and enforce a privacy program and related policies that address how end-user personal data is collected, used, and shared.
Employee-Provided Data. Notwithstanding anything to the contrary, any data, information, or materials provided directly by an Employee to OnePay (or its Affiliates) shall be governed solely by the applicable terms of service, privacy policies, and agreements between such Employee and OnePay (or its Affiliates). Such Employee-provided data is outside the scope of this Agreement. Accordingly, (i) Company shall have no rights, responsibilities, or obligations with respect to the collection, use, or processing of such data; and (ii) OnePay shall have no obligations to Company regarding such data under this Agreement.
Intellectual Property
Mutual Limited License. During the Term, each Licensor grants to the Licensee a limited, non-exclusive, royalty-free, non-transferable (except to permitted subcontractors and Affiliates performing hereunder), non-sublicensable license to use the Licensor’s Marks and Materials solely as necessary to (i) perform and market the services and programs contemplated by this Agreement and (ii) otherwise discharge its obligations hereunder, all in accordance with any trademark usage guidelines that the Licensor may provide from time to time.
Quality Control & Approvals. The Licensee shall (i) use the Marks only in the form provided or pre-approved by the Licensor, and (ii) not use the Marks in any manner likely to cause confusion as to source, sponsorship or affiliation. Subject to any mutually-established “pre-approved template” or “deemed-approved” process, the Licensee will obtain the Licensor’s written approval (not to be unreasonably withheld or delayed) before publishing new Materials that prominently feature the Licensor’s Marks.
Ownership & Goodwill. Each Party retains all right, title and interest in and to its Marks and Materials, and all goodwill arising from their use inures exclusively to that Party. The Licensee acquires no ownership or other rights in the Licensor’s Marks or Materials except the limited license expressly granted herein, and will not (i) challenge their validity or the Licensor’s ownership, (ii) register or attempt to register confusingly similar marks, or (iii) take any action that would impair the Licensor’s rights.
Infringement Notice & Cooperation. Each Party will promptly notify the other of any suspected infringement or misuse of the Licensor’s Marks of which it becomes aware and, at the Licensor’s request and expense, reasonably cooperate in enforcement actions.
License Termination & Wind-Down. The licenses in this Section terminate automatically upon the earlier of expiration or termination of this Agreement. Except for Materials that are already distributed and not reasonably recallable, the Licensee shall, within thirty (30) days after termination, cease all new use of, and remove or destroy, the Licensor’s Marks and Materials (unless a longer transition period is agreed in writing).
No Implied Rights. All rights not expressly granted are reserved. Nothing in this Agreement confers any license to a Party’s patents, copyrights, trade secrets or other intellectual-property rights by implication, estoppel or otherwise.
Company will not (a) engage in negative-option marketing, (b) mis-describe a product as credit, or (c) use OnePay’s Marks except as permitted in OnePay’s brand guidelines.
Regulatory & Bank Partner Matters
Company acknowledges that each product may be offered through one or more Bank Partners. Company shall (i) adhere to reasonable directives of Bank Partners as communicated by OnePay, and (ii) timely provide information or take corrective measures a period reasonably specified by OnePay, as necessary to support Bank Partner compliance and oversight requirements.
If a Change in Law occurs, the Parties will negotiate in good faith to amend this Agreement. If no agreement is reached within thirty (30) days, OnePay may cease to offer the affected Product to Employees upon written notice to Company.
Representations & Warranties/Disclaimer
Each party represents that: (a) it has validly entered into this Agreement and has the legal power to do so, (b) it has sufficient rights to perform its obligations and grant the rights granted hereunder, (c) entering into and performance of this Agreement does not and will not violate any agreement to which it is a party or otherwise bound, and (d) it will perform its obligations hereunder in material compliance with Applicable Law.
Except as expressly set forth herein, the Services are provided “as is,” “as available” and without warranty of any kind, express or implied, statutory or otherwise, including but not limited to implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. OnePay and its Affiliates and their directors, employees, agents, Bank Partners and content providers do not warrant that (i) the Services will be secure or available at any particular time or location, (ii) any defects or errors will be corrected, (iii) any content or software available at or through the Services are free of errors, viruses or other harmful components, or (iv) the results of using the Services will meet the requirements of any Employee or Company. All use of the Services is solely at Company’s and Employee’s own risk.
Compliance.
Availability Not Guaranteed. OnePay does not guarantee that any product will be offered or remain available to every Employee. Eligibility is determined by OnePay, its Bank Partners, and Applicable Law and approval of each Employee for a product is in OnePay’s sole discretion. Enrolled Employees may be charged fees based on product type, feature, and use. OnePay may modify such fees or introduce new products in accordance with the OnePay terms of service and agreements specific to each product.
Each Party shall promptly (to the extent permitted by law) notify the other of any governmental or regulatory inquiry, investigation, examination, or audit to the extent relating to the activities contemplated under this Agreement, and shall reasonably cooperate with the other Party in responding to such matters.
Notice. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the recipient at the postal address or e-mail address set forth for that Party on the then-current Order Form (or to any other address a Party may designate in accordance with this Section). A Notice is deemed given and effective: (a) when delivered by hand, with signed confirmation of receipt; (b) one (1) Business Day after deposit with a nationally recognized overnight courier, with tracking and delivery confirmation; (c) on the date sent by e-mail, provided no bounce-back or system failure message is received; or (d) three (3) Business Days after being mailed by certified or registered mail, return-receipt requested, postage prepaid. Either Party may change its Notice address upon ten (10) days’ written notice to the other Party. Routine operational messages (e.g., invoices, service alerts) may be sent by other electronic means agreed by the Parties and are not “Notices” for purposes of this Agreement.
Independent Contractors. Nothing in this Agreement shall be construed to create any relationship between the Parties or their respective agents and employees other than one of independent contractors, and the Parties shall take such action as may be reasonably necessary to ensure such treatment.
Miscellaneous
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to its conflict-of-laws principles. Each Party submits to the exclusive jurisdiction and venue of the United States federal district court of the Southern District of New York, or the state courts located therein, for any suit, action or proceeding arising out of or relating to this Agreement.
Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld; provided, however, that either Party may, upon reasonable prior written notice, assign this Agreement (i) to an Affiliate, or (ii) to any purchaser of all or substantially all of its assets or to any successor by merger, consolidation or similar transaction.
Severability. If any provision of this Agreement is held by a tribunal of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed omitted, and the remainder of this Agreement shall remain in full force and effect; provided that the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the Parties’ original intent.
Cumulative Remedies. Except as otherwise expressly provided herein, all rights and remedies under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.
Amendment/Waiver. This Agreement may not be amended except (a) by an instrument in writing signed by an authorized representative of each Party, or (b) by OnePay posting revised terms online; provided, however, that such revised terms shall not become effective until the earlier of (i) renewal of the Agreement, or (ii) execution of a new Order Form by Customer. Neither Party shall be deemed to have waived any of its rights, powers, or remedies hereunder except in a writing signed by the Party to be charged. No waiver of any breach shall be construed as a waiver of any subsequent breach.
Force Majeure. Upon notice by the non-performing Party to the other Party, non-performance (other than payment of money) shall not constitute a default to the extent the non-performing Party is unable to perform due to acts of God, civil disorder, fire, explosion, flood, war, riot, sabotage, accident, employee sickness, pandemic or epidemic, or other cause beyond its reasonable control (“Force Majeure Event”); provided that (a) the Party is without fault, (b) the Force Majeure Event could not have been avoided by reasonable precautions or commercially reasonable alternatives (including business-continuity or disaster-recovery plans), and (c) the Party uses commercially reasonable efforts to perform as soon as practicable. If the Force Majeure Event continues for more than thirty (30) days, the non-affected Party may terminate this Agreement without penalty.
Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any PDF or other electronic copy of a counterpart bearing a Party’s signature shall be deemed an original for all purposes.
Entire Agreement. This Agreement supersedes any other agreement, whether written or oral, that may have been made or entered into by the Parties relating to the matters specified herein, and constitutes the entire agreement between the Parties with respect to such matters.