Terms of Service

An individual accepting these Terms on Customer’s behalf represents that they are authorized to bind Customer and accepts this Agreement on Customer’s behalf. If the individual lacks that authority, they must not complete the purchase. The Services are offered for business use, not personal, family or household use. Customer may accept this Agreement as an individual sole proprietor.

Subject to Section 1.3, this Agreement governs the initial purchase and subsequent purchases and subscription changes without requiring Customer to reaccept these Terms or sign a separate order form. A subsequent purchase or subscription change does not change the applicable version of these Terms except as provided in Section 14.11. A subsequent Order identifies the additional purchase or change and any changes to existing purchase details. Unchanged details remain in effect. By completing the purchase, Customer agrees to the applicable Order and authorizes the applicable charges. Customer authorizes its designated account administrators to make additional purchases under these Terms and approve subscription changes and related charges, whether in-app or by requesting that OneCrew process them. Customer is responsible for its administrator designations and for purchases and charges authorized by its administrators or other authorized purchasing representatives. Designation as an account administrator does not by itself authorize amendment or replacement of these Terms or any separately signed customer agreement.

Subject to Customer’s compliance with its obligations to pay the fees set forth in the Order (“Fees”) when due, OneCrew will provide Customer with access to the OneCrew Solution. On or as soon as reasonably practicable after the service start date specified in the applicable Order, OneCrew will enable Customer and its Authorized Users to access the OneCrew Solution and provide any necessary account-activation instructions. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the OneCrew Solution, and notify OneCrew promptly of any such unauthorized use known to Customer.

Subject to the terms and conditions of this Agreement, OneCrew will exercise commercially reasonable efforts to (a) provide Customer with technical support limited to questions about use of the OneCrew Solution and troubleshooting reported Errors, and (b) correct reported Errors and keep the OneCrew Solution operational and available to Customer, in each case in accordance with its then-current standard policies and procedures. Support under this Section 2.2 does not include onboarding, training or additional professional services, which are addressed in Section 7. No guaranteed response or resolution times, uptime guarantee or service credits apply unless expressly agreed in a separate signed agreement.

Subject to the terms and conditions of this Agreement, OneCrew grants to Customer a non-exclusive, non-transferable (except as permitted under Section 14.5 (No Assignment)) license during the applicable subscription term, solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order, (a) to access and use the OneCrew Solution in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the OneCrew Solution. Customer may permit any Authorized Users to access and use the features and functions of the OneCrew Solution as contemplated by this Agreement.

Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the OneCrew Solution, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the OneCrew Solution, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the OneCrew Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the OneCrew Solution, except as permitted by law; (e) interfere in any manner with the operation of the OneCrew Solution or the hardware and network used to operate the OneCrew Solution; (f) modify, copy or make derivative works based on any part of the OneCrew Solution or Documentation; (g) access or use the OneCrew Solution to build a similar or competitive product or service; (h) attempt to access the OneCrew Solution through any unapproved interface; or (i) otherwise use the OneCrew Solution, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 (License Grant) or in a manner inconsistent with applicable law (including, without limitation, Applicable Data Protection Laws), the Documentation, or this Agreement. Customer acknowledges and agrees that the OneCrew Solution will not be used, and is not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of OneCrew or its licensors on the Licensed Material or any copies thereof.

The OneCrew Solution, Licensed Material and Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of OneCrew and its suppliers. All rights in and to the OneCrew Solution and Documentation not expressly granted to Customer in this Agreement are reserved by OneCrew and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the OneCrew Solution, Documentation, or any part thereof.

Subject to the terms and conditions of this Agreement, OneCrew grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 14.5 (No Assignment)), non-sublicensable license to use the Licensed Material solely for Customer’s internal business purposes.

Certain items of software may be provided to Customer with the OneCrew Solution and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.3 (Ownership) or 12 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, OneCrew makes such Open Source Software, and OneCrew’s modifications to that Open Source Software, available by written request at the notice address specified below.

Customer will pay OneCrew the Fees. Except as otherwise provided in the Order, Fees for seats and feature add-ons are charged automatically in advance for each billing period specified in the Order, and one-time Fees are charged at purchase. Added seats and feature add-ons take effect immediately, are prorated to the next billing date, and are included in subsequent billing periods without changing the existing billing dates. Customer authorizes OneCrew and its payment processor to charge Customer’s designated payment method for the Fees and applicable taxes when due, including recurring subscription charges and any usage charges approved in the Order. An invoice is not a condition to payment. Usage-based plans and credit purchases are billed under the applicable Order and Section 4.5. A failed charge does not cancel the subscription or discharge amounts owed. Customer must promptly provide a valid payment method. OneCrew may change annual subscription Fees effective at renewal upon written notice to Customer at least sixty (60) days before renewal and at least thirty (30) days before the applicable non-renewal deadline. Changes to Fees for monthly usage-based plans are governed by Section 14.12. OneCrew will be reimbursed only for expenses expressly provided for in an Order or approved in advance in writing by Customer, subject to providing supporting documentation reasonably requested by Customer. OneCrew reserves the right (in addition to any other rights or remedies OneCrew may have) to suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times.

The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on OneCrew’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the OneCrew Solution to Customer. Customer will make all payments of Fees to OneCrew free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to OneCrew will be Customer’s sole responsibility, and Customer will provide OneCrew with official receipts issued by the appropriate taxing authority, or such other evidence as OneCrew may reasonably request, to establish that such taxes have been paid.

Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

If Customer’s subscription Fees are payable in advance and its subscription starts after checkout, the payment collected at checkout covers the first billing period beginning on the agreed service start date. Subsequent payments are due at the beginning of each subsequent billing period, calculated from that service start date.

In addition to its core services offering, OneCrew offers embedded payments processing services, which includes credit card, debit card, ACH, and other payment processing services, as may be offered from time-to-time (collectively the "Processing Services"). For purposes of the Processing Services, OneCrew is the “Platform” and Customer is the “Merchant” under the Rainforest Processing Terms and Conditions.

Related to the Processing Services, OneCrew will charge Customer according to the fees listed below ("Processing Fees"). All Processing Fees payable under this agreement are exclusive of taxes.

If you, the Customer, have an alternative pricing agreement with OneCrew, please refer to that separate pricing agreement for official pricing.

OneCrew may increase the Card Transaction Volume Fee or Transaction Per Item Fee if Customer’s (a) American Express credit card payment dollar volume exceeds twenty percent (20%); (b) corporate credit card payment volume exceeds ten percent (10%) of total monthly credit card payments; or (c) credit card payments for transaction amounts greater than one thousand dollars ($1,000.00) exceeds three percent (3%) of total monthly credit card payments. Such increases shall become effective only after OneCrew has provided Customer written notice setting forth the changes.

By accepting these Terms, Customer agrees to the Rainforest Processing Terms and Conditions available at https://legal.rainforestpay.com/processingterms. Those terms govern Customer’s relationship with Rainforest and its sponsor bank(s) and may be amended as provided in those terms.

Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer will obtain all third party licenses, consents and permissions needed for OneCrew to collect, access, use, and otherwise Process the Customer Content to provide the Services. Without limiting the foregoing, Customer will be solely responsible for providing all notices to, and obtaining from, third parties, including, without limitation, its customers, all necessary rights and consents for OneCrew to use the Customer Content for the purposes set forth in this Agreement (including, without limitation, all notices and consents required under Applicable Data Protection Laws). Customer grants OneCrew a non-exclusive, worldwide, royalty-free and fully paid license during the Term (a) to use the Customer Content as necessary for purposes of providing and improving the Services, (b) to use the Customer trademarks, service marks, and logos as required to provide the Services, and (c) to derive aggregated, de-identified and/or anonymized data from Customer Content (“Derived Data”). OneCrew will be the sole owner of all such Derived Data and will have the right to use such Derived Data for any lawful business purpose. The Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to OneCrew in this Agreement are reserved by Customer.

Customer represents and warrants that any Customer Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage OneCrew’s system or data; and (e) otherwise violate the rights of a third party. OneCrew is not obligated to back up any Customer Content. The Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Customer agrees that any use of the OneCrew Solution contrary to or in violation of the representations and warranties of Customer in this Section 6.2 (Customer Warranty) constitutes unauthorized and improper use of the OneCrew Solution.

During the Term, OneCrew will maintain commercially reasonable safeguards and procedures designed to prevent the unauthorized use or disclosure of Personal Data (“Data Safeguards”). During the Term, OneCrew will maintain commercially reasonable physical, administrative and technical security measures designed to maintain the availability, integrity and confidentiality of Personal Data.

Each party shall comply with all Applicable Data Protection Laws in the performance of their respective obligations under this Agreement with respect to the Processing of Personal Data.

OneCrew represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies OneCrew in writing of the breach within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail, OneCrew will, as Customer’s sole and exclusive remedy, for any breach of the foregoing, re-perform the Services which gave rise to the breach or, at OneCrew’s option, refund the fees paid by Customer for the Services which gave rise to the breach. OneCrew further warrants to Customer that the OneCrew Solution will operate free from Errors during the Term, provided that such warranty will not apply to failures to conform to the Documentation to the extent such failures arise, in whole or in part, from (a) any use of the OneCrew Solution not in accordance with this Agreement or as specified in the Documentation; (b) any use of the OneCrew Solution in combination with other products, equipment, software or data not supplied by OneCrew; or (c) any modification of the OneCrew Solution by any person other than OneCrew or its authorized agents. Provided that Customer notifies OneCrew in writing of any breach of the foregoing warranty during the Term, OneCrew will, as Customer’s sole and exclusive remedy, provide the support described in Section 2.2 (Support Services).

“Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of OneCrew.

The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees, contractors and service providers who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to OneCrew). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use or retain under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.

OneCrew will defend at its expense any suit brought against Customer, and will pay any settlement OneCrew makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the OneCrew Solution infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the OneCrew Solution becomes, or in the opinion of OneCrew is likely to become, the subject of a claim of infringement, OneCrew may, at the option of OneCrew: (a) procure for Customer the right to continue using the OneCrew Solution; (b) replace the OneCrew Solution with non-infringing software or services which do not materially impair the functionality of the OneCrew Solution; (c) modify the OneCrew Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the OneCrew Solution and Documentation. Notwithstanding the foregoing, OneCrew will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the OneCrew Solution not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the OneCrew Solution in combination with other products, equipment, software or data not supplied by OneCrew; or (iii) any modification of the OneCrew Solution by any person other than OneCrew or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of OneCrew, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

Customer will defend at its expense any suit brought against OneCrew, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, (b) Customer’s breach or alleged breach of Sections 6.2 (Customer Warranty) or 14.6 (Compliance with Law); or (c) claims for bodily injury or damage to physical property, to the extent (i) alleged to be caused by Customer’s or any other party’s use of the OneCrew Solution; or (ii) caused by the acts or omissions of Customer, its employees, officers or agents. This section states the sole and exclusive remedy of OneCrew and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.

This Agreement will begin on the Effective Date and continue in full force and effect as long as any subscription or Services under an Order remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Seats and feature add-ons form a single annual subscription. The billing schedule does not change the annual commitment. Added seats and feature add-ons end and renew with the existing annual subscription and do not start a separate annual term. Except as expressly provided in this Agreement, Customer may not reduce its committed subscription or obtain a prorated refund during the annual term. Unless otherwise stated in the applicable Order, the annual subscription term will begin on the service start date stated in the Order and continue for one (1) year, unless earlier terminated in accordance with the Agreement. Thereafter, the annual subscription, including its then-current seats and feature add-ons, will automatically renew for successive terms of the same length unless either party gives written notice of non-renewal to the other party at least thirty (30) days before the end of the then-current annual subscription term. Following timely notice of non-renewal, the annual subscription expires at the end of its then-current term. Customer may give notice through the cancellation or non-renewal methods OneCrew makes available and communicates to Customer or by emailing accounts@getonecrew.com. Turning off renewal does not eliminate Fees due for the current committed term. Renewal and cancellation of usage-based plans are governed by the applicable Usage Plan Billing Terms. Customer may cancel a usage-based plan using the notice methods permitted by this Section. Accrued charges remain payable.

Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate, except the license under Section 3.4 and any access permitted under Section 13.4; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 11 (Confidentiality); and (c) any amounts owed to OneCrew under this Agreement will become immediately due and payable. Sections 3.2 (Restrictions), 3.3 (Ownership), 3.5 (Open Source Software), 4 (Fees and Expenses; Payments), 9.2 (Disclaimer), 10 (Limitation of Liability), 11 (Confidentiality), 12 (Indemnification), 13.2 (Termination for Breach), 13.3 (Effect of Termination), 14 (Miscellaneous), and 15 (Definitions) will survive expiration or termination of this Agreement for any reason. Expiration or cancellation of a usage-based plan does not terminate the annual subscription. Expiration or termination of the annual subscription also ends any associated usage-based plan.

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New Castle County, Delaware for any lawsuit filed there against Customer by OneCrew arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from OneCrew, or any products utilizing such data, in violation of the United States export laws or regulations.

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Except for OneCrew’s use of contractors and service providers to perform the Services, neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns. OneCrew remains responsible for its contractors’ and service providers’ performance of the Services and compliance with the applicable obligations of this Agreement.

Customer will always comply with all foreign and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Licensed Material and Documentation.

Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

Customer’s relationship to OneCrew is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of OneCrew.

All notices required or permitted under this agreement must be delivered in writing, if to OneCrew, by emailing accounts@getonecrew.com and if to Customer by emailing the billing or legal-notice email address designated by Customer in its account. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party. Customer may also update its notice email address in its account. Customer may also give notice of cancellation or non-renewal as permitted under Section 13.1.

Electronic acceptance through the process described in Section 1 does not require a separate handwritten or electronic signature document. Neither Section 14.11 nor Section 14.12 amends or replaces a separately signed customer agreement preserved under Section 1.3.

Revised Terms govern an annual subscription beginning on its next renewal date if OneCrew emails Customer notice at least sixty (60) days before that date and thirty (30) days before the applicable non-renewal deadline under Section 13.1. The notice must include the revised Terms or a link, summarize material changes, identify the affected subscription and renewal date, and explain how to decline renewal. If OneCrew does not provide timely notice, the existing Terms continue to govern the next renewal term unless Customer expressly agrees otherwise. Customer may expressly agree to an earlier effective date.

OneCrew may revise billing rules and Fees for monthly usage-based plans, including the Usage Plan Billing Terms, effective on the first day of a calendar month by emailing Customer notice at least thirty (30) days before that date. The notice must include the revised rules or a link, summarize material changes and any pricing impact, state the effective date, and explain how to cancel the affected plan. The revisions govern that plan beginning on the stated effective date unless Customer cancels it under Section 13.1 before that date. Cancellation does not terminate the annual subscription. This procedure does not permit changes to charges for earlier usage, enrollment in a new paid product, or changes to the annual subscription commitment or other provisions of these Terms.

Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.

means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the OneCrew Solution.

means any applicable laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, Processing or transfer of Personal Data.

means each of Customer’s employees, agents, and independent contractors who are authorized to access the OneCrew Solution pursuant to Customer’s rights under this Agreement.

means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.

means the technical materials provided by OneCrew to Customer, if any, in hard copy or electronic form describing the use and operation of the OneCrew Solution.

means a reproducible failure of the OneCrew Solution to substantially conform to the Documentation.

means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

means results, reports, materials and documentation made available to Customer as part of the Services.

means the software-as-a-service application identified in any Order that allows Authorized Users to access certain features and functions through interfaces made available by OneCrew.

has the meaning given in the opening paragraph of this Agreement.

means any Customer Content, whether in electronic or paper-based form that constitutes “personal data,” “personal information,” or “personally identifiable information” or similar information governed by Applicable Data Protection Laws. For clarity, Personal Data does not include information pertaining to Customer’s business contacts and/or representatives who are Customer personnel where OneCrew has determined what information to collect and for what purposes.

(including “Process”, “Processes”, “Processed”, and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.

means any services provided by OneCrew to Customer under this Agreement as set forth in an Order, including provision of the OneCrew Solution, support, and onboarding and training expressly included in the Order.