Onebee Terms of Service

1. Definitions

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of the voting interests.

“Authorized User” means your employee or individual contractor whom you authorize to access the Service, and who is bound by confidentiality obligations no less protective than these Terms.

“Customer Data” means data you connect to, submit to, or generate through the Service, including data Onebee accesses in your connected systems at your direction.

“DPA” means the Onebee Data Processing Addendum at onebee.ai/dpa, which is incorporated into these Terms.

“Order” means an order form, quote, subscription document, or trial or audit services agreement issued by Onebee or entered into between you and Onebee, or issued by Onebee to a Reseller with respect to you, that identifies the Service you have purchased, the quantities and units of measure, and the subscription term.

“Reseller” means a partner authorized by Onebee to resell the Service and, where designated by Onebee, to perform managed services for you using the Service.

“Restricted Data” has the meaning given in the DPA.

“Subscription Term” means the initial subscription period identified in your Order and any renewal period.

“you” means the organization identified in the Order, or, where there is no Order, the individual or organization accessing the Service or onebee.ai. Your Affiliates may use the Service only where identified in an Order.

2. Acceptance and authority

By clicking to accept, signing an Order or an agreement that incorporates these Terms, or accessing or using the Service, you agree to these Terms.

If you accept these Terms on behalf of an organization, you represent that you are authorized to bind that organization, and “you” refers to that organization. We may record the name, title, email address, date, time, and version accepted, and may rely on that record as evidence of your agreement.

A Reseller may not accept these Terms on your behalf unless you have given it express written authority to do so.

If you do not agree to these Terms, do not use the Service.

3. Order of precedence

Where there is a conflict, the following order controls:

1. The DPA, on any matter of data protection.
2. Your Order.
3. These Terms.
4. Any other document referenced here.

If you have signed a separate master services agreement or similar written contract directly with Onebee, that agreement controls over these Terms to the extent of any conflict.

An agreement between you and a Reseller does not modify these Terms and does not bind Onebee. No Reseller has authority to make commitments, representations, or warranties on Onebee's behalf, or to alter these Terms.

4. The Service

Onebee is a platform for creating, configuring, managing, and running AI-powered agents and agent workflows that can connect to and act within the third-party systems you authorize.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes, subject to these Terms and, where you have one, your Order.

5. Accounts, Authorized Users, and security

You are responsible for maintaining the confidentiality of account credentials and for all activity under your account and your Authorized Users' accounts. You agree to provide accurate account information, keep it current, and notify us promptly at [email protected] of any unauthorized use.

You are responsible for the acts and omissions of your Authorized Users and of anyone you authorize to access the Service on your behalf, including a Reseller acting under Section 18.

6. Your responsibilities and authorizations

You are responsible for your use of the Service, including the agents you configure and the actions you authorize them to take. You represent and warrant that:

• You have the right and authority to connect any third-party systems, accounts, and data sources you link to the Service, and to authorize Onebee to access and process that data on your behalf.
• You have obtained all consents and provided all notices required for Onebee to process data from your connected systems to perform the tasks you configure.
• Your use of the Service, and the data you connect or submit, complies with applicable law and with the terms of any third-party services you connect.

Customer security responsibilities. You are responsible for: (a) authorizing only integrations and access scopes appropriate for your intended use; (b) reviewing tenant-wide administrative consent grants before approval; (c) promptly revoking integration access when it is no longer required, when an authorizing user leaves your organization, or when compromise is suspected; (d) provisioning, periodically reviewing, and promptly removing your Authorized Users’ access; (e) enabling multi-factor authentication on identity accounts used to access the Service where supported; (f) reviewing material agent actions and approval requests and reporting anomalous activity; (g) maintaining current account and security contact information; and (h) promptly notifying Onebee of suspected compromise of accounts, credentials, or connected integrations.

You acknowledge that Customer Data processed by an agent may be transmitted to Onebee’s AI model subprocessors to perform the tasks you configure. You are responsible for determining that the data is appropriate for that processing and that you have provided all required notices and obtained all required rights and consents.

7. Acceptable use

You agree not to:

• Use the Service for, or to facilitate, any illegal activity, or in violation of any applicable law, regulation, or the rights of others.
• Attempt to gain unauthorized access to the Service, other accounts, or any connected system you are not authorized to access.
• Probe, scan, or test the vulnerability of the Service, or circumvent its security or authentication measures, without our prior written authorization.
• Interfere with, disrupt, or place undue load on the Service or its infrastructure.
• Use the Service to transmit malicious code or content.
• Resell, sublicense, or redistribute the Service except as authorized in writing.
• Use the Service to build a competing product, engage in competitive benchmarking, or reverse engineer it except as permitted by law.
• Remove or obscure any proprietary notices from the Service or its documentation.

You will promptly notify us of any known unauthorized use of the Service.

8. Restricted uses

Decisions about people. You may not use the Service, or any agent, as the sole or automated means of making decisions that produce legal or similarly significant effects on an individual. This includes decisions about employment (such as hiring, screening, promotion, or termination), credit or lending, housing, insurance, education, healthcare, public benefits, or a person's legal rights or status. You may use the Service to assist with these matters only where a qualified person reviews the agent's output and makes the final decision, and where your use complies with all applicable laws, including anti-discrimination, fair lending, and automated-decision and profiling laws.

Professional and sensitive advice. You may not use the Service, or any agent, to provide medical, mental health, legal, financial, or other professional advice directly to individuals, or to provide crisis, emergency, or mental-health support, unless a qualified, licensed professional is responsible for the advice, you clearly disclose to recipients that they are interacting with an AI system, and your use complies with all applicable laws and professional rules. The Service is not designed for, and must not be relied on in, emergencies or situations where failure could result in injury or harm to a person's health or safety.

9. AI agents and outputs

The Service uses AI models to generate outputs and to take actions you authorize within your connected systems. You acknowledge that:

• AI outputs may be inaccurate, incomplete, or unexpected, and you are responsible for reviewing them before relying on them.
• Outputs are not legal, financial, tax, medical, or other professional advice.
• You control what each agent may do autonomously and what requires human approval. You are responsible for configuring appropriate approval gates for sensitive or high-impact actions.
• If you make outputs of the Service available to your own end users, you are responsible for any disclosures your use requires, including informing those end users when they are interacting with an AI system.

10. Customer Data, privacy, and Restricted Data

You retain all rights to Customer Data. You grant Onebee a limited license to access, process, store, and transmit Customer Data solely to provide and support the Service and as you instruct.

We do not sell or share Customer Data and do not use it to train machine-learning models. Where we process personal data within Customer Data, we act as your processor under the DPA, which is incorporated into these Terms. Our handling of personal information is described in our Privacy Policy.

AI model subprocessors process Customer Data solely to provide the Service and are contractually prohibited from using Customer Data to train their models. Where identified as zero retention on the Sub-processor List in the DPA, a model provider processes inputs and outputs only for the duration of the request and does not retain Customer Data afterward.

Restricted Data. The Service is not designed to hold or control Restricted Data as defined in the DPA. You will not intentionally submit, and will not configure agents to seek out, retrieve, or process, Restricted Data. You acknowledge that Restricted Data may appear incidentally within connected systems, and our obligations under the DPA apply to that data. You will not rely on the Service as a system of record for, or as a control over, Restricted Data.

Export and deletion. During your Subscription Term and for 30 days after it ends, you may export Customer Data through the Service or by written request. After that period, we will delete Customer Data as described in the DPA.

11. Third-party services and integrations

The Service connects to third-party systems and providers you authorize. Your use of those third-party services is governed by their terms, and Onebee is not responsible for them. You are responsible for maintaining your own accounts and authorizations with connected providers.

Onebee's use and transfer of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements.

If a third-party provider changes or discontinues its service or its terms in a way that affects an integration, we may modify or discontinue that integration on reasonable notice.

12. Intellectual property and feedback

The Service, including its software, features, models, configurations, and documentation, is owned by Onebee and its licensors and is protected by intellectual property laws. Except for the limited right granted in Section 4, these Terms convey no rights in the Service to you.

You retain ownership of Customer Data and of the outputs generated for you through your use of the Service, subject to the rights of the underlying model and third-party providers in their own technology.

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you. We may use aggregated and de-identified data derived from operation of the Service to improve and support it, provided that such data does not identify you, your Authorized Users, or any individual, and is not Customer Data.

13. Confidentiality

Each party may receive non-public information from the other that is identified as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use the disclosing party's Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it using at least reasonable care, and will not disclose it except to its personnel and advisors who need to know and are bound by comparable obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully in its possession, is independently developed without reference to the Confidential Information, or is rightfully received from a third party. Either party may disclose Confidential Information where required by law, and will, where legally permitted, give the other party prior notice.

These obligations continue for two years after termination, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

14. Your indemnification

You will defend and indemnify Onebee against third-party claims arising from Customer Data, your use of the Service, your instructions to agents, your breach of these Terms, or your connection of any system or data you did not have the right to connect, and will pay damages finally awarded or agreed by you in settlement in connection with those claims. Section 24 governs the procedures.

15. Disclaimers

Except for the warranty in Section 22, the Service and onebee.ai are provided “as is” and “as available.” To the maximum extent permitted by law, Onebee disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that any particular result, time savings, or return on investment will be achieved. Any estimates or benchmarks we provide are illustrative, not commitments.

16. Beta and pre-release features

Features identified as beta, preview, or early access are provided for evaluation, may change or be withdrawn, and are provided without warranty and outside the warranty in Section 22. Do not rely on them for production-critical workflows.

17. Orders and subscription scope

Your Order defines the scope of your subscription, including the quantities and units of measure you have purchased. You may not exceed the purchased quantities without an additional Order. We will notify you if your usage exceeds your purchased quantities and will work with you in good faith to bring usage into scope or to add capacity.

18. Purchases through a Reseller

If your Order identifies a Reseller, this section applies.

Fees and billing. Fees, invoicing, payment terms, and purchase quantities are governed by your agreement with the Reseller. Onebee has no obligation to invoice you and no right to collect fees from you. Section 19 does not apply to you.

Our obligations run to you. Notwithstanding that you purchased through a Reseller, our obligations with respect to the Service run directly to you under these Terms, and your rights under Sections 22, 23, and 29 are against Onebee.

Reseller access. Where you have authorized it in writing and Onebee has designated the Reseller as a Managed Services Partner, the Reseller may access your instance of the Service to perform managed services for you. You are responsible for the scope of that authorization and may withdraw it at any time by written notice to us. The Reseller acts as your service provider, not as Onebee's agent, and its access terminates when your authorization or its agreement with Onebee ends.

If the Reseller relationship ends. If the Reseller's agreement with Onebee expires or terminates, or if the Reseller fails to pay Onebee amounts attributable to your subscription, we may contact you directly and offer to continue the Service under a direct agreement. We will give you reasonable notice before any suspension or discontinuation of the Service for that reason.

19. Fees and taxes

This section applies only where you purchased the Service directly from Onebee.

Fees, payment terms, and billing are set out in your Order. Fees are due within 30 days of invoice unless the Order states otherwise, are payable in US dollars, and are non-refundable except as required by law or as expressly stated in these Terms or your Order. You are responsible for applicable sales, use, and similar taxes, excluding taxes on our income. Undisputed amounts more than 15 days past due may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.

20. Security

We maintain the technical and organizational security measures described in the DPA and summarized at onebee.ai/trust. We may update those measures provided the overall level of protection is not materially reduced. Security incident notification is governed by the DPA.

21. Usage verification

We may measure and record your usage of the Service for billing, capacity, and compliance purposes. On reasonable written notice and no more than once per year, we may verify your compliance with these Terms and your Order. Any verification will be conducted during business hours and will not unreasonably interfere with your operations.

22. Service warranty

We warrant that the Service will perform materially in accordance with its documentation, and that we will provide the Service in a professional and workmanlike manner. If we breach this warranty and cannot correct the non-conformity within 30 days of your written notice, you may terminate the affected portion of your subscription and receive a pro-rata refund of prepaid fees for the terminated portion. Where you purchased through a Reseller, any refund will be made through the Reseller. This is your exclusive remedy for breach of this warranty.

23. Onebee indemnification

We will defend you against any third-party claim alleging that your authorized use of the Service infringes that third party's copyright, trademark, trade secret, or US patent, and will indemnify you for damages finally awarded against you by a court of competent jurisdiction, or agreed by us in settlement, in connection with that claim.

We have no obligation for any claim arising from: (a) your designs, specifications, instructions, or Customer Data; (b) modifications not made by us; (c) combination of the Service with anything not provided by us, where the Service alone would not infringe; (d) continued use after we have notified you of a modification or substitute that would have avoided the claim; or (e) use of the Service other than in accordance with these Terms and the documentation.

If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may at our option and expense procure the right for you to continue using it, modify or replace it so that it is non-infringing with comparable functionality, or, if neither is commercially practicable, terminate the affected portion of your subscription and provide a pro-rata refund of prepaid fees. This section states our entire liability and your exclusive remedy for any claim of intellectual property infringement.

24. Indemnification procedures

This section applies to Sections 14 and 23. The party seeking indemnification will promptly notify the other in writing of the claim, give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that imposes an obligation or admits liability on the other party without that party's written consent. The indemnified party may participate in the defense with counsel of its own choosing at its own expense.

25. Term, renewal, suspension, and termination

These Terms apply for the duration of your Subscription Term and any period during which you access the Service.

Unless your Order states otherwise, each Subscription Term renews automatically for a period equal to the expiring term, unless either party gives at least 30 days' written notice of non-renewal before the term ends. Where you purchased through a Reseller, notice is given through the Reseller.

We may suspend or limit access to protect the Service, other customers, or to address a security or legal risk, and will restore access once the issue is resolved where practical. We will give you notice before suspension where practical, and will limit any suspension to what is reasonably necessary.

Either party may terminate for the other's material breach if the breach is not cured within 30 days of written notice, or immediately for a breach that cannot be cured or that poses a security or legal risk. We may also suspend or terminate where amounts attributable to your subscription remain unpaid, whether by you or by a Reseller, after notice and a reasonable opportunity to resolve the non-payment.

On termination or expiration, your right to use the Service ends. Section 10 governs export and deletion of Customer Data. Sections that by their nature should survive, including Sections 1, 3, 10, 12, 13, 14, 15, 23, 24, and 28 through 32, will survive.

26. Changes to the Service

We may modify or improve the Service over time. We will not materially reduce the core functionality of the Service you have purchased during a Subscription Term. If we discontinue a material feature you rely on, we will give you at least 60 days' notice, and if no substantially equivalent capability is provided, you may terminate the affected portion of your subscription and receive a pro-rata refund of prepaid fees.

27. Use of onebee.ai

You may use onebee.ai to learn about Onebee and to contact us. The content on onebee.ai is owned by Onebee or its licensors and is provided for information only. You may not scrape, mirror, or systematically extract content from onebee.ai, use it to train machine-learning models, or use our name or marks without our written permission.

Using onebee.ai does not give you any right to access or use the Service. Sections 15, 28, 29, 31, and 32 apply to your use of onebee.ai. Part B does not.

28. Changes to these Terms

We may update these Terms. We will post the updated version with a new version number and effective date and will maintain prior versions in the archive linked at the top of this page.

Where you have a current Order, changes take effect for you at the start of your next Subscription Term, not during a term already underway. We will give at least 30 days' notice of material changes before they take effect for you. If a material change is unreasonably detrimental to you, you may decline it by giving written notice before your renewal date, in which case your subscription will not renew and the current version will continue to apply through the end of your Subscription Term.

Otherwise, changes take effect when posted, and your continued use means you accept the revised Terms.

Changes required by law or necessary to address a security risk may take effect immediately, and we will notify affected customers promptly.

29. Limitation of liability

To the maximum extent permitted by law, and except for a party's indemnification obligations under Sections 14 and 23, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, use, or goodwill, whether or not the party was advised of the possibility of those damages.

Each party's total aggregate liability arising out of or relating to these Terms, the Service, or onebee.ai will not exceed the greater of (a) the amounts paid for the Service in the 12 months before the event giving rise to the claim, or (b) US $100. Where you purchased through a Reseller, “amounts paid” means the amounts Onebee received attributable to your subscription in that period.

Our aggregate liability under Section 23 will not exceed two times the amount in clause (a) above, and the exclusion of damages in the first paragraph of this section applies to Section 23.

These limitations apply notwithstanding the failure of the essential purpose of any limited remedy and regardless of the theory on which a claim is brought. Nothing in this section limits liability that cannot be limited under applicable law, or your obligation to pay fees due.

30. Export controls and government matters

Each party will comply with applicable export control and sanctions laws, including those of the United States. You represent that you are not located in, and will not access the Service from, a country subject to a US embargo, and that you are not named on any US government denied-party list. Neither party has offered or accepted any improper payment in connection with these Terms.

31. Governing law and disputes

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws rules. The state and federal courts located in Suffolk County, Massachusetts will have exclusive jurisdiction over any dispute, and the parties consent to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

32. General

These Terms, together with your Order, the DPA, and the documents referenced here, are the entire agreement between you and Onebee regarding the Service and onebee.ai, and supersede prior and contemporaneous agreements and representations on the same subject. No terms in a purchase order or vendor form have any effect.

Neither party may assign these Terms without the other's consent, except that either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, on notice. The parties are independent contractors. Neither party is liable for delays or failures caused by events beyond its reasonable control. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. Notices to Onebee may be sent to [email protected] and to the address below.

33. Contact

Onebee, Inc.
14 Altamont Ave
Melrose, MA 02176

[email protected] (contracts)
[email protected] (privacy and data)
[email protected] (security and compliance)