One Clique Systems
Terms & Conditions
Posted: October 7th 2018
This One Clique Systems Terms of Service (the "Terms") is between One
Clique Systems FZ-LLC, a free zone limited liability company established
under the laws of the United Arab Emirates ("1CQ", “us”, “our”) and the
organization agreeing to these terms ("Customer", “you”, “your”). This
Agreement governs access to and use of the Services and Beta Services.
As a Customer and by clicking "I agree," you are therefore signing this
contract for the Services, and you agree to these Terms, the
with its Acceptable Use Policy (all of which collectively and where
applicable shall be referred to as this ‘Agreement’ or these ‘Terms’). By
agreeing to these Terms and policies mentioned above for use of the
Services by an organization, you are agreeing on behalf of that
organization. You must have the authority to bind that organization to
these Terms; otherwise you must not sign up for the Services. We have no
obligation to the Customer to verify this authority.
Provision. This Agreement governs access to, and use of, the
Services and Software. Customer and End Users may access and
use the Services in accordance with this Agreement.
1CQ shall: (i) provide you with basic support in connection
with your use of the Services at no additional charge, and with
upgraded support if purchased separately (ii) use commercially
reasonable efforts to make the Services available 24 hours a
day, 7 days a week, except for: (a) planned downtime (which 1CQ
shall schedule to the extent practicable during the weekend
hours from 6:00 p.m. Thursday to 05:00 a.m. Sunday (GST), or
(b) any unavailability caused by circumstances beyond 1CQ’s
reasonable control, including reasons under Section 10.11,
internet service provider failures or delays, or denial of
service attacks, and (iii) provide the Services only in
accordance with Applicable Law.
Security Measures. Any 1CQ personnel who have access to
Customer Data will be bound by reasonable confidentiality
obligations. 1CQ will use reasonable industry standard
technical and organizational security measures to transfer,
store, and Process Customer Data that, at a minimum, will
comply with the Security Measures which are designed to protect
the integrity of Customer Data and guard against the
unauthorized or unlawful access to, use, and Processing of
Customer Data. 1CQ may update the Security Measures from time
to time as deemed necessary its sole discretion if not
obligated by rule, regulation or Applicable Law. 1CQ will
provide Customer with at least sixty (60) days prior notice if
1CQ updates the Security Measures in a manner that materially
diminishes the administrative, technical, or physical security
features of the Services taken as a whole.
Data Processing and Transfer.
Data Processing. This Agreement constitutes Customer’s
instructions to 1CQ to process Customer Data. 1CQ and
its Sub-processors will only Process Customer Data to
provide the Services and to fulfill 1CQ’s obligations
in this Agreement. Customer agrees that 1CQ and its
Sub-processors may transfer, store, and process
Customer Data in locations other than Customer's
country. 1CQ will inform Customer of any legal
requirement which prevents it from complying with
Customer’s instructions, unless prohibited from doing
so by Applicable Law or on important grounds of public
Notwithstanding Section 1.3, 1CQ will use commercially
reasonable efforts to comply with secure and recognized
data transfer mechanisms. We will notify you once our
systems are updated or our security measures are
Data Processing Agreement. To the extent Customer Data
is subject to EU Data Protection Laws and is Processed
by 1CQ on Customer's behalf: (i) 1CQ will use and
Process Customer Data as Customer instructs in order to
provide the Services and to fulfill 1CQ’s obligations
under the Agreement; and (ii) Customer agrees to the
Data Processing Agreement with 1CQ for the transfer of
Personal Data. The Data Processing Agreement applies
only to the Services, and does not apply to Beta
Services. This may be issued between the parties, if so
Modifications to the Services.
You agree that 1CQ reserves the right, in its sole
discretion, to modify, add, or remove portions and/or
functionality of the Services on a temporary or
permanent basis, without liability to you or any third
party Since the Services may be made available in free
or paid versions at different levels, not all features
and functionality of the Services may be available in
each version or level. You can get information on what
features are available by visiting our Site. If changes
are made to the Services in a manner that materially
reduces their functionality, 1CQ will notify the
Customer at the registered email address associated
with the account.
Customer may only make downgrade modifications to the
Paid Account after the end of the term of the
subscription. If Customer wishes to modify the
subscription of the Paid Account by upgrading to an
account with more features, then such upgrade can occur
at any time and the payments of the Fees will be
prorated to the remainder of the new term of that
Notwithstanding Section 10.1, if you are dissatisfied
with the terms of this Agreement or any modifications
to this Agreement or the Services, you agree that your
sole and exclusive remedy is to terminate this
Agreement and discontinue any use of the Service.
You may contact us at
if you want to change your subscription term or require
additional information on how to change your
Generally. The Services allow Customers and End Users
to access Software that may update automatically. If
any component of the Software is offered under an open
source license, 1CQ will make the license available to
Customer and to the extent the provisions of that
license grant Customer additional rights, and where
applicable, such provisions may expressly override some
terms of this Agreement with respect to that component
of the Software.
License. 1CQ hereby grants to Customer during the Term
a limited non-exclusive license to use the Software
solely in connection with the Services and in
accordance with this Agreement. This license is
non-transferable, non-sub licensable, and will be fully
paid up upon Customer's payment of the Fees.
Nothing in this Agreement obligates 1CQ to deliver or
make available any copies of computer programs or code
from the Software to you, whether in object code or
source code form. Usage and reliance of the Software is
based on the terms of the Acceptable Use Policy in
addition to the Terms herein.
Customer Administration of the Services. Customer may
specify End Users as Administrators through the Admin
Console. Customer is responsible for maintaining the
confidentiality of passwords and Admin Accounts, and
managing access to Admin Accounts. 1CQ’s responsibilities
do not extend to the internal management or administration
of the Services for Customer nor to Customer’s End Users.
Compliance and Duty of Care. Customer and its End Users
must use the Services in compliance with the Acceptable Use
Policy available on our Site. Customer is responsible for
use of the Services by its End Users and this can be agreed
between them through their own policies of which 1CQ have
no control or opinion over (Customer will obtain and
maintain from End Users any consents necessary to allow
Administrators to engage in the activities described in
this Agreement and to allow 1CQ to provide the Services).
Customer will not take any action that would cause 1CQ to
violate EU Data Protection Laws, the U.S. Foreign Corrupt
Practices Act of 1977, as amended, the U.K. Bribery Act of
2010, or any other applicable anti-bribery,
anti-corruption, or anti-money laundering law. Customer
alone must satisfy itself that: (i) the Services are
appropriate for its purposes, taking into consideration the
nature of the Customer Data; and (ii) the technical
requirements applicable to 1CQ under data protection laws
are satisfied by the Security Measures and this Agreement.
Unauthorized Use or Access. Customer will prevent
unauthorized use of the Services by its End Users and
terminate any unauthorized use of or access to the
Services. End User Accounts may only be provisioned,
registered, and used by a single End User. The Services are
not intended for End Users under the age of 18. Customer
will ensure that it does not allow any person under 18 to
use the Services, unless Customer can illustrate it is
legal to do so in the jurisdiction of which the Services
are being offered. Nonetheless, it is Customer’s duty to
promptly notify 1CQ of any unauthorized use of or access to
Restrictions. Customer will not whether directly or
indirectly: (a) sell, resell, or lease the Services or
Software; (b) use the Services or Software for activities
where use or failure of the Services or Software could lead
to physical damage, death, or personal injury; (c) reverse
engineer the Services or Software, or attempt or assist
anyone else to do so, unless this restriction is prohibited
by law; or (d) use the Services or Software, including the
export or re-export of Customer Data, in violation of
Export Control Laws.
Third-Party Apps and Integrations. 1CQ will not be
responsible for any act or omission of a third-party,
including the third-party's access to or use of Customer
Data and 1CQ does not warrant or support any service
provided by the third-party if Customer uses any
third-party service or applications, such as a service that
uses a 1CQ API, with the Services. Customer will comply
with any API limits associated with the Services plan
purchased by Customer.
2.6 Third-Party Requests.
Customer Responsibility. Customer is responsible for
responding to Third-Party Requests via its own access to
the Data. Customer will seek to obtain information required
to respond to Third-Party Requests and will contact 1CQ
only if it cannot comply with the Third-Party Request
despite diligent efforts.
1CQ Responsibility.1CQ will make commercially reasonable
efforts but at Customer’s sole expense and payments will be
agreed on a case by case basis and to the extent allowed by
law and by the terms of the Third-Party Request, to: (i)
promptly notify Customer 1CQ 's receipt of a Third-Party
Request; (ii) comply with Customer's commercially
reasonable requests regarding its efforts to oppose a
Third-Party Request; and (iii) provide Customer with
information or tools required for Customer to respond to
the Third-Party Request, if Customer is otherwise and can
illustrate so, unable to respond to the Third-Party
Request. If Customer fails to promptly respond to any
Third-Party Request, then 1CQ may, but will not be
obligated to do so at Customer’s sole expense which
Customer agrees to reimburse 1CQ immediately upon receipt
of 1CQ’s invoice.
Fees. Customer’s subscription to the Services renews
automatically for the same term selected upon initial payment
(e.g., month-to-month, annual, etc.). If you are paying by
credit card, your credit card will be charged once a month for
monthly subscriptions and at the time your annual subscription
payment has been depleted based on your number of employees and
subscription of the Service. 1CQ will email you a receipt when
your card has been charged or when we receive the payment and
subscription to the Services will be activated. If your card
cannot be charged, we will notify and you will need to update
your payment information. In the event you do not update your
payment information within seven (7) days of our notice, your
access to the Services may be suspended and you will need to
update your card information in order to resume use of the
Services. There will be no refunds or credits for partial
months of Service. If your method of payment is by cheque and
your cheque is not cleared, we will notify you or your bank,
whichever is earlier, and you will need to process the payment
within seven (7) days of our or the bank’s notice. In the event
you do not process the payment within this time, 1CQ reserves
the right to process the bounced cheque in accordance with
Applicable Law and all charges incurred as a result of this
inconvenience will be billed to Customer, payable with
immediate effect. If payment is made by cash or cheque the
subscription to the Services will similarly be activated once
the payment has been received by 1CQ.
Annual subscription pricing requires a one-year minimum
commitment. If you cancel your full subscription or your
subscription is suspended for non-payment, before the end of
the one-year commitment period, you will no longer qualify for
annual subscription pricing and you will be charged the
difference between the monthly and annual commitment pricing
for the number of months your subscription was active. If you
cancel only a portion of your subscription, you may still
qualify for annual pricing and the prepaid amounts attributed
to that portion will be used against other elements of your
subscriptions (if applicable), if you have more than one Paid
Account with us. Customer’s Paid Account will remain in effect
until it's cancelled, suspended or terminated under the terms
of this Agreement.
Currency. Customer will pay 1CQ all applicable Fees for the
Services, in the currency and pursuant to the payment terms
indicated on the Site at the time of purchase and clicking “I
agree”. Customer authorizes 1CQ to charge Customer for all
applicable Fees using Customer's selected payment method, and
Customer will issue the required purchasing documentation.
Taxes. Fees are exclusive of taxes and Customer is responsible
for all Taxes. 1CQ will charge Taxes when required to do so. If
Customer provides 1CQ with a valid exemption certificate, 1CQ
will not collect the taxes covered by that certificate.
Auto-renewals and Trials. IF THE CUSTOMER'S ACCOUNT IS SET TO
AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND THE CUSTOMER HAS
ALREADY PROVIDED A METHOD OF PAYMENT TO 1CQ FOR THE SERVICES,
1CQ MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE
RENEWAL, UNLESS THE CUSTOMER NOTIFIES 1CQ THAT THE CUSTOMER
WANTS TO CANCEL OR DISABLE AUTO-RENEWAL.
Changes to the Fees.1CQ may revise Service rates by providing
the Customer at least thirty (30) days' notice or a longer
period if required by Applicable Law prior to the next charge.
Price changes and institution of new charges implemented during
Customer’s annual subscription period will come into effect for
any subsequent annual subscription periods and to all new
subscribers after the effective date of the change. If you do
not agree to any such price changes, then you must cancel your
subscription and stop using the Services prior to the
commencement of the renewal subscription period for which the
price change applies.
Purchase Orders. If Customer requires the use of a purchase
order or purchase order number, Customer: (i) must provide the
purchase order number at the time of purchase; and (ii) agrees
that any terms and conditions on a Customer purchase order will
not apply to this Agreement and are hereby considered null and
void. If the Customer is purchasing via a Reseller, any terms
and conditions from the Reseller or in a purchase order between
the Customer and the Reseller is between them. 1CQ has no
obligation to the parties it is not directly contracted with.
Refunds. We do not give refunds for unused time, which means
you will have full access to your Paid Account(s) until the end
of the current billing period. We will be sorry to see you go,
but if you cancel your Paid Account, we won't charge you ever
again, at least until you change your mind and come back! If
you cancel during the free trial, there is obviously nothing to
Downgrades. Notwithstanding Sections 1.5.2 and 5.4 herein, if
Customer does not pay for the Paid Account on time, 1CQ
reserves the right to downgrade, suspend or reduce the usage
privileges allocated to Customer’s account with no liability
whatsoever to 1CQ.
Intellectual Property Rights.
Reservation of Rights. Except as expressly set forth
herein, this Agreement does not grant: (a) 1CQ any
Intellectual Property Rights in Customer Data; nor (b)
Customer rights in any Intellectual Property Rights in the
Services or in 1CQ’s and 1CQ’s Parties trademarks
(registered or unregistered) and brand features.
Limited Permission. Other that what may be permissible by
Applicable Law and rights granted in Section 10.13,
Customer grants 1CQ limited rights that are reasonably
necessary for 1CQ to provide the Services. This limited
permission also extends to Subcontractors or
Suggestions. We thank you in advance for suggestions sent
our way. 1CQ may use, modify, and incorporate into its
products and Services, license and sublicense, any
feedback, comments, or suggestions on the Services that
Customer or End Users may send 1CQ or post in 1CQ’s forums
and Social Media Platforms but without any obligation to
Customer nor its End Users.
Term, Termination and Suspension
This Agreement will remain in effect until all of your
subscriptions activated in accordance with this Agreement
have expired or this Agreement is terminated by you or 1CQ
(the “Term”). If you elect to use the Service for a free
trial period, and do not purchase a subscription before the
end of such period, this Agreement will expire at the end
of the free trial period. The 1CQ policies available on the
Site will remain effective and shall form an integral part
of the Services during this Term.
Subscriptions purchased by Customer commence on the start
date specified upon payment and continue for the
subscription term selected at the time of payment. Subject
to compliance of this Agreement, termination provisions,1CQ
policies, Customer’s payment obligation and regulatory
requirements, your subscriptions shall automatically renew,
as described in Section 3.
You may refer to Section 1.5 for the modifications of the
Services to your account.
1CQ may terminate this Agreement at any time in the event
you materially breach this Agreement and do not cure such
breach within fourteen (14) days of us providing you with
written notice (including notice by email). However, in the
case of your non-payment (including in the event when your
credit card cannot be charged), we may suspend your access
to the Service upon any such nonpayment and may terminate
this Agreement, if such breach is not remedied within seven
(7) days of our notice to you. Notwithstanding the
foregoing, we may immediately suspend or terminate your
access to the Service without liability if you are in
violation of the Acceptable Use Policy and the terms of
this Agreement, as determined by 1CQ management in their
sole discretion. We may also downgrade, suspend or
terminate your access to the Service without liability,
after providing you with thirty (30) days’ advance written
notice, if (a) you fail to affirmatively agree to material
modifications of this Agreement pursuant to Section 10.1
below, or (b) you do not log in to or otherwise use the
Service for a period of one hundred eighty (180) days or
more if you have a Paid Account and for a period of sixty
(60) days or more if you have a free account. In the event
this Agreement is terminated by 1CQ for reasons other than
non-payment or your breach of this Agreement, Applicable
Law or your violation of the Acceptable Use Policy or any
other reason resulting from your (including your End Users)
acts or omissions, 1CQ will refund to you any prepaid fees
covering any period of the term remaining after the date of
termination for all subscriptions. However, no refund will
be granted for the then-current month nor for any
cancellations made by you. Notice will be sent to the email
address associated with your account.
Effects of Termination. If this Agreement terminates, other
than in instances where it is terminated by 1CQ for your
non-payment or your breach of this Agreement, Applicable
Law or violation of the Acceptable Use Policy breach of the
terms of this Agreement or any other reason resulting from
your (including your End Users) acts or omissions: (a)
except as set forth in this Section, the rights and
licenses granted by 1CQ to Customer will cease immediately;
(b) Customer may, prior to termination, request reasonable
additional time to export its Stored Data, provided that
1CQ may charge Customer for such extended access based on
1CQ 's then-current standard fees; and (c) 1CQ will delete
any End User Accounts and Stored Data relating to
Customer’s account in a commercially reasonable period of
time following receipt of an Administrator’s request to do
so and if such notification is not given, upon 1CQ’s
reasonable determination. 1CQ may make instructions
available to Customer regarding how to submit the
Administrator request described in clause (c) of the
previous sentence. After such thirty (30) day period or if
your subscription is terminated due to your non-payment or
your breach of this Agreement or violation of the
Acceptable Use Policy or any other reason resulting from
your (including your End Users) acts or omissions, 1CQ
shall have no obligation to maintain any Data and shall
thereafter, unless legally prohibited to do so, delete all
of your Data contained in the 1CQ systems or otherwise in
1CQ’s possession or under 1CQ’s control.
End User Accounts. If an End User violates this Agreement
and/or the Acceptable Use Policy or uses the Services in a
manner that 1CQ reasonably believes will cause it
liability, then 1CQ may request that Customer suspend or
terminate the applicable End User account. If Customer
fails to promptly suspend or terminate the End User
account, then 1CQ may do so without notice to Customer. 1CQ
will not be involved in any internal or external
investigation conducted against End User. If 1CQ is
required to provide any information or assist with any
investigation, then Section 2.6 shall apply the same way as
if it were Third Party Requests.
Security Emergencies. Notwithstanding anything in this
Agreement, if there is a Security Emergency then 1CQ may
automatically suspend use of the Services. 1CQ will make
commercially reasonable efforts to narrowly tailor the
suspension as needed to prevent or terminate the Security
Emergency. In the event of a security breach, as defined by
Applicable Law, by your End User, employee, contractor or
agent, you shall have sole responsibility for initiating
remedial actions and shall notify the 1CQ team or your
Reseller immediately of the breach and steps you will take
to remedy the breach. Customer must consider Section 2.6
for any required involvement of 1CQ under this Section.
If you integrate any program with 1CQ using our API, you
must use efficient programming, which will not cause too
many requests to be made in too short a period of time,
as-determined solely by 1CQ. If this occurs, 1CQ reserves
the right to throttle your API connections, or suspend or
terminate the Services.
By Customer. Customer will indemnify, defend, and hold
harmless 1CQ and the 1CQ Parties from and against all
liabilities, damages, and costs (including settlement costs
and reasonable attorneys' fees) arising out of any Claim
against 1CQ and the 1CQ Parties regarding: (a) Customer
Data; (b) Customer Domains; (c) Third Party Requests and
any type of investigations; (d) third party including
Customer’s End Users and Administrators’ action, claim,
demand, proceeding, or suit, or (e) Customer's, or
Customer's End Users', use of the Services in violation of
In no event will 1CQ nor 1CQ Parties have any obligations
or liability under this Section 6 arising from: (a) use of
any Services in a modified form or in combination with
materials not furnished by 1CQ; and (b) any content,
information, or data provided by Customer, End Users, or
other third parties.
Possible Infringement. If 1CQ believes the Services or
Software infringe or may be alleged to infringe a third
party's Intellectual Property Rights, then 1CQ may: (a)
obtain the right for Customer, at 1CQ 's expense, to
continue using the Services or Software; (b) provide a
non-infringing functionally equivalent replacement; or (c)
modify the Services or Software so that they no longer
infringe. If 1CQ does not believe the options described in
this Section are commercially reasonable, then 1CQ may
suspend or terminate Customer's use of the affected
Services or Software, and to the extent permitted by
applicable law 1CQ and 1CQ’s Parties’ sole remedy to
Customer under this Section shall be limited to a pro-rata
refund of prepaid fees for the Services or Software.
General. Only the parties to this Agreement may seek
indemnification or remedy under this Section. 1CQ may have
full control and authority over the defense, except that:
(a) any settlement requiring the party seeking
indemnification to admit liability requires prior written
consent, not to be unreasonably withheld or delayed; and
(b) the other party may join in the defense with its own
counsel at its own expense. THE REMEDIES ABOVE ARE 1CQ AND
CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION
BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY
Generally. THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS."
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY
STATED IN THIS AGREEMENT, NEITHER 1CQ NOR 1CQ PARTIES MAKE
ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR
NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR USING THE
SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH
HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES. 1CQ
DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE
ERROR-FREE OR UNINTERRUPTED OR APPROPRIATE TO CUSTOMER’S
NEEDS AND BUSINESS REQUIREMENTS.
Beta Services. Despite anything to the contrary in this
Agreement: (a) Customer may choose to use Beta Services in
its sole discretion; (b) Beta Services may not be supported
and may be changed at any time without notice; (c) Beta
Services may not be as reliable or available as the
Services; (d) Beta Services have not been subjected to the
same Security Measures and auditing to which the Services
have been subjected; and (e) 1CQ, NOR 1CQ PARTIES NOR ITS
RESELLERS WILL HAVE ANY LIABILITY ARISING OUT OF OR IN
CONNECTION WITH BETA SERVICES – THE CUSTOMER WILL USE THIS
SERVICE AT THEIR OWN RISK.
Limitation of Liability.
Limitation on Indirect Liability. TO THE FULLEST EXTENT
PERMITTED BY LAW NEITHER CUSTOMER NOR 1CQ (NOR 1CQ PARTIES)
WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR
PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF
EITHER OF THE PARTIES KNEW OR SHOULD HAVE KNOWN THAT SUCH
DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY
LAW, 1CQ 'S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS
AGREEMENT WILL NOT EXCEED THE LESSER OF US DOLLARS ONE
HUNDRED ($100) OR THE OFFER OF FREE THREE (3) MONTHS
SUBSCRIPTION (MONTHLY PAID ACCOUNT).
Sole Recourse. Customer may not make a claim or bring
proceedings relating to the Services or otherwise under
this Agreement against any other 1CQ entity, the 1CQ
Parties or 1CQ shareholders, directors, officers,
principals or employees (“1CQ Persons”) to the extent that
no direct contractual relationship exists between Customer,
its End Users and any of the 1CQ Persons. Any claims under
this Agreement may be brought against One Clique Systems FZ
LLC (Dubai) on the basis that One Clique Systems FZ LLC
(Dubai) is the party with whom Customer has contracted
with. This Section shall apply to Customer’s End User whom
shall not be entitled to any claim against 1CQ, 1CQ Parties
and 1CQ Persons.
Claims Limitation. Claims under this Agreement relating to
the Services or otherwise can be made no later than three
(3) months of the act or omission alleged to have caused
the claim during the subscription term. Unless prohibited
by Applicable Law, claims can only be made by customers who
have activated or current Paid Accounts.
Governing Law and Dispute Resolution.
Informal Resolution. Before filing a claim, 1CQ and
Customer agrees to try to resolve the dispute by contacting
the other through the notice procedures in Section 10.6. If
a dispute is not resolved within thirty (30) days of
written notice and provided the party making such a claim
has provided the other with sufficient, accurate and
complete information, Customer or 1CQ may bring a formal
proceeding against the other in accordance with Section
Injunctive Relief. Either party may bring a lawsuit in the
DIFC courts of for injunctive relief to stop unauthorized
use or abuse of the Services or infringement of
Intellectual Property Rights without first engaging in the
informal dispute notice process described above. Both
Customer and 1CQ consent to venue and personal jurisdiction
Debt Collection. 1CQ and any member of the 1CQ Parties may
proceed with any debt collection measures necessary in any
jurisdiction against Customer if Customer has failed to
make payment within sixty (60) days of receipt of invoice
or payment request.
Governing Law and Dispute Resolution. THIS AGREEMENT WILL
BE GOVERNED BY THE LAWS OF DUBAI INTERNATIONAL FINANCIAL
CENTER (‘DIFC’) OF THE UNITED ARAB EMIRATES (‘UAE’) EXCEPT
FOR ITS CONFLICTS OF LAWS PRINCIPLES. Any dispute relating
to this Agreement or the Services shall be resolved by the
exclusive Courts of DIFC in the UAE.
NO CLASS ACTIONS. Customer may only resolve disputes with
1CQ on an individual basis and will not bring a claim in a
class, consolidated or representative action. Class
arbitrations, class actions, private attorney general
actions and consolidation with other arbitrations are not
Terms Modification. 1CQ may revise this Agreement from time
to time and the most current version will be posted on the
Site. If a revision, in 1CQ’s sole discretion, is material,
1CQ will notify Customer (by, for example, sending an email
to the email address associated with the applicable
account). Customer is responsible for checking these
postings regularly. By continuing to access or use the
Services after revisions become effective, Customer agrees
to be bound by the revised Agreement. If Customer does not
agree to the revised Agreement terms, Customer may
terminate the Services within thirty (30) days of receiving
notice of the change. Customer acknowledges that this
Section, 1CQ’s refund policy and Section 1.5.3 must be read
in conjunction with the other.
Entire Agreement. This Agreement supersedes any prior
agreements or understandings between the parties, and
constitutes the entire Agreement between the parties
related to this subject matter. All attachments to the
Agreement, the Policies, if applicable, the Data Processing
Agreement, Customer invoices, and Purchase Orders executed
by the parties, are hereby incorporated into the Agreement
by this reference.
Interpretation of Conflicting Terms. If there is a conflict
between the documents that make up this Agreement, the
documents will control in the following order: the invoice,
(if and when applicable) then the Agreement. The terms and
conditions of this Agreement will be considered the
confidential information of 1CQ, and Customer will not
disclose the information to any third parties. Customer
agrees that any terms and conditions on a Customer purchase
order will not apply to this Agreement and are null and
void. If End Users are required to click through terms of
service in order to use the Services, those click through
terms are subordinate to this Agreement and this Agreement
will control if there is a conflict.
Survival Sections. The following sections will survive
expiration or termination of this Agreement: 2.6
(Third-Party Requests), 3 (Payment), 5 (Term, Termination
and Suspension), 6 (Indemnification), 7 (Disclaimers), 8
(Limitation of Liability), 9 (Governing Law and Dispute
Resolution), and 10 (Miscellaneous).
Severability. Unenforceable provisions will be modified to
reflect the parties' intention and only to the extent
necessary to make them enforceable and the remaining
provisions of the Agreement will remain in full effect.
Notice. Notices must be sent via email, first class,
airmail, or overnight courier and are deemed given when
received. Notices to Customer may also be sent to the
applicable account email address and are deemed given when
sent. Notices to us must be sent to our legal team at
[email protected], with a copy to the 1CQ Legal
Department, One Clique Systems FZ- LLC, P.O. Box 73030,
Dubai, United Arab Emirates.
Waiver. A waiver of any default is not a waiver of any
Assignment. Customer may not assign or transfer this
Agreement or any rights or obligations under this Agreement
without the written consent of 1CQ. 1CQ may not assign this
Agreement without providing notice to Customer, except 1CQ
may assign this Agreement or any rights or obligations
under this Agreement to an Affiliate or in connection with
a merger, acquisition, corporate reorganization, or sale of
all or substantially all of its assets. Under such
circumstances 1CQ may provide notice to the Customers via
email and/or via the Site.
No Agency. 1CQ and Customer are not legal partners or
agents, but are independent contractors.
Subcontracting. 1CQ will remain liable for all acts or
omissions of its Subcontractors or Sub-processors, and for
any subcontracted obligations.
Force Majeure. Except for Customer’s payment obligations,
neither 1CQ nor Customer will be liable for inadequate
performance to the extent caused by a condition that was
beyond the party's reasonable control (for example, natural
disaster, act of war or terrorism, riot, labor condition,
governmental action, and Internet disturbance).
No Third-Party Beneficiaries. There are no third-party
beneficiaries to this Agreement. Without limiting this
Section, a Customer's End Users are not third-party
beneficiaries to Customer's rights under this Agreement.
Announcements. Unless otherwise agreed to by you and us,
during the Term, we may disclose your name as a customer of
1CQ and/or subscriber of the Services, and you hereby grant
1CQ and 1CQ Parties and Reseller the right to display your
name, company, and logo in our marketing materials and on
our Site, in each case in accordance with any branding
guidelines you may provide us with.
Reseller. This Agreement does not cover the relationship
between the Customers and the Resellers. A separate
reseller terms of service will cover the obligations
including payment terms directly with their own customers
in their respective territory.
“1CQ Parties” means 1CQ and its affiliates, subsidiaries, resellers,
distributors, agents, directors, employees, shareholders and investors.
"Acceptable Use Policy" means the 1CQ acceptable use policy set forth in
"Account Data" means the account and contact information submitted to the
Services by Customer or End Users.
"Administrator" means the Customer-designated technical End User who
administers the Services to End Users on Customer's behalf. Administrators
may be able to access, disclose, restrict or remove Customer Data in or
from End User Accounts. Administrators may also have the ability to
monitor, restrict, or terminate access to End User Accounts.
"Admin Account" means the administrative account provided to Customer by
1CQ for the purpose of administering the Services.
"Admin Console" means the online tool provided by 1CQ to Customer for use
in administering the Services.
"Affiliate" means any entity that controls, is controlled by or is under
common control with a Party, where "control" means the ability to direct
the management and policies of an entity.
“Applicable Law” means all applicable local, federal, national, and
international laws, rules and regulations.
"Beta Services" means services or features identified as alpha, beta,
preview, early access, or evaluation, or words or phrases with similar
"Claim" means a claim by a third party, including a regulatory penalty.
“Customer” means the organization agreeing to this Agreement (these Terms)
and may from time to time be referred to as ‘you’ or ‘your’.
"Customer Data" means Stored Data, Account Data, and messages, comments,
structured data, photos, and other content submitted to the Services by
Customer or End Users.
"Customer Domains" means Customer's Internet domain names.
"Data Processing Agreement" means the agreement with 1CQ related to
compliance with EU Data Protection Laws.
"Effective Date" means the date this Agreement is accepted by Customer.
"End Users" means users of Customer's Services account. End Users may
include Customer's and its Affiliate's employees and consultants.
"End User Account" means a 1CQ hosted account established by Customer
through the Services for an End User.
"EU Data Protection Laws" means, to the extent in force and applicable from
time to time, those laws implementing EU Data Protection Directive
(95/46/EC), and the EU General Data Protection Regulation (2016/679) and
any implementing laws in each EU member state.
"EU Standard Contractual Clauses" means the EU Standard Contractual Clauses
with 1CQ for the transfer of personal data to processors incorporated into
the Data Processing Agreement.
"Export Control Laws" means all applicable export and re-export control
laws and regulations, including the Export Administration Regulations
("EAR") maintained by the U.S. Department of Commerce, trade and economic
sanctions maintained by the Treasury Department's Office of Foreign Assets
Control, and the International Traffic in Arms Regulations ("ITAR")
maintained by the Department of State.
"Fees" means the amounts invoiced to Customer by 1CQ for the Services or
other services provided under the terms of this Agreement.
“GST” means Gulf Standard Time, the time zone applicable for Dubai, United
"Intellectual Property Rights" means current and future worldwide rights
under patent, copyright, trade secret, trademark, moral rights, and other
“Invoice” means the invoice issued by 1CQ for the Services or other
services provided under the terms of this Agreement..
“Paid Account” means the paid Services available on the Site which have
been paid by Customer.
"Personal Data, "Process," and "Processing"" have the meaning given to
those terms in the EU Data Protection Laws.
Policy all of which are available on the Site.
“Reseller” means a company appointed by 1CQ for the purpose of offering the
Services in different jurisdictions. Authorized Resellers will be listed on
the Site from time to time.
"Security Emergency" means: (i) use of the Services that do or could
disrupt the Services, other customers' use of the Services, or the
infrastructure used to provide the Services; or (ii) unauthorized
third-party access to the Services.
"Security Measures" means the technical and organizational security
measures done by 1CQ from time to time.
"Services" means the services ordered by Customer and provided by 1CQ to
Customer, which are described at
or other link that 1CQ may provide.
"Services Term" means the term for the applicable Services.
“Site” means the website www.1cliquesystems.com
accessed by the End User and Customer for the use of the Services and
access to the Policies and Terms of Service and any updates released by 1CQ
from time to time.
"Software" means the client software provided as part of the Services.
“Social Media Platforms” means the social media platforms as defined in the
"Stored Data" means the files uploaded to the Services using the Software
by Customer or End Users.
"Subcontractor" means an entity to which 1CQ subcontracts any of its
obligations or Services under this Agreement.
"Sub-processor" means an entity who agrees to Process Customer Data on
1CQ’s behalf, or on behalf of another 1CQ sub-processor, in order to
provide the Services.
"Taxes" means any sales, use, value added, goods and services, consumption,
excise, local stamp, withholding or other tax, duty or other charge of any
kind or nature excluding tax that is based on 1CQ 's net income, associated
with the Services or Software, including any related penalties or interest.
"Term" means the term of the Agreement, which will begin on the Effective
Date and continue until the earlier of: (i) the end of the Services Term;
or (ii) the Agreement is terminated as set forth herein.
"Third-Party Request" means a request from a third-party for records
relating to an End User's use of the Services including information in or
from an End User Account, or from Customer's Services account. Third-Party
Requests may include valid search warrants, court orders, or subpoenas,
requests from individuals, including End Users, to exercise their rights
under EU Data Protection Laws, or any other request for which there is
written consent from End Users, or an End User's authorized representative,
permitting a disclosure.