OneScreen AMS User Agreement

Preamble

NZS Inc. DBA OneScreen (“we”, “us”, or “our”), located at 12335 World Trade Drive, Ste. 9, San Diego, CA 92128, USA, hereby reminds you to read and understand this User Agreement (the “Agreement”). This is a legal agreement between the entity named in the Registration Information (“you” or “your”) and us which governs your use of OneScreen AMS (the “Product”) and its services therein and any other related website or online offering whether accessed via a computer or a mobile device or through any other manner or means (hereinafter collectively referred to as the “Services”).

For proper use of the Product and its Services, please read carefully and fully understand the Agreement herein before your use, and please also read our Privacy Policy. Natural persons under the age of 16 shall read and sign this Agreement under the guidance of a designated guardian.

I. Acceptance of this Agreement

1. By downloading, installing, and/or accessing or using the Services, you agree to comply with and be bound by this Agreement. If you do not agree to this Agreement, you may not access or use the Product and its Services. You clearly know and understand that you have the right to accept or not to accept the terms of this Agreement.
2. To improve your user experience or enhance product safety performance, we will continue to work hard to develop new features and provide you in a timely manner with software updates (including but not limited to software version upgrades, modifications, and functional perfection) or repairs. We may reserve the right to modify this Agreement as necessary in accordance with applicable laws and regulations. The updated Agreement shall supersede the original Agreement and shall come into effect after the expiration of the period stipulated by applicable law. If there is no special provision in applicable laws, the Agreement shall become effective on the date of renewal. If you continue to access or use the Services, you will be deemed as having read and agreed to be bound by the updated Agreement. If you do not accept the updated Agreement, please stop using the Services.

II. Eligibility

1. To be eligible to register to use the Product, you must be at least 16 years of age (or the relevant age in your jurisdiction where you are considered a minor).
2. By creating an account and using the Services, you represent and warrant that: (1) you can legally enter into a binding contract under the laws of your home country; (2) you are legally permitted to use the Product by the laws of your home country; (3) you will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.

II. Your Account with Us

1. To access and use the Product, you must create an account with us. When you create this account, you must provide accurate information. It is important that you keep your account password confidential and that you do not disclose it to any third party. If you know or suspect that any third party knows your password or has accessed your account, you must notify us immediately.
2. You agree that you are solely responsible (to us and to others) for the activity (especially for the uploading content provided by you) that occurs under your account.
3. Your authorized representative, as the super administrator, must provide information (including your entity’s name and the contact e-mail address of the super administrator) as part of the registration process (“Registration Information”) when enrolling you on the Product. The super administrator could distribute accounts to other general administrators appointed by you on the Product according to your business needs. The general administrators could use the distributed accounts to log on to the Product and use the relevant services.
4. You are responsible for the acts and omissions of each of your employees, contractors and other users that access the Product (“User”) as though they were your acts and omissions.
5. We reserve the right to disable your user account at any time, including if you have failed to comply with any of the provisions of this Agreement, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services of OneScreen AMS or infringe or violate any third-party rights, or violate any applicable laws or regulations.
6. When you log out, the local file, data and other information saved on OneScreen will be deleted. If you use OneScreen to store software programs, data and other information, you should regularly back up the information contained in the storage medium to protect these contents and prevent possible operational failures. You are solely responsible for any loss of programs, data and other information you save.
7. Please note that OneScreen does not automatically log you out of your account unless the account has been inactive for twelve hours or the duration set by you. Since OneScreen Account is usually used on a public device of its located company, school or other organizations, we suggest that you log out of the account in time after use. You are solely responsible for all liabilities caused by the disclosure of your email account information, your used files, your browser information and setting information saved.

IV. Terms of Usage

OneScreen AMS has an operating system that allows you to manage your hardware device, software resources which is developed, managed and operated by OneScreen. OneScreen enables you to log in with your OneScreen/Google/Microsoft Account, access to services such as cloud services etc. and manage your personal display such as wallpaper, widget, shortcut, personal file storage space etc.

Unless otherwise specified, OneScreen’s OS shall be used for non-commercial purposes only. You undertake not to duplicate, copy, sell, resell or use any part of OneScreen or the use or acquisition thereof for any commercial purposes including but not limited to advertising.

You can use OneScreen legally if you abide by the terms and conditions of this Agreement. You promise to confirm and acknowledge the following information:

1. Some services of OneScreen can only be used when connected to the Internet. You must bear the costs in relation to the network communication and the use of third-party software.
2. By logging in your Google/Microsoft cloud drive account via the link inserted in OneScreen, you will be able to download your files from the aforesaid cloud drive to OneScreen for displaying, edition and other purposes; you may also upload the files from applications such as annotate, recordings, screenshot, write, paint etc. that you create and documents you downloaded from the web to the cloud space. In addition, by turning on the auto backup option we provide, the aforesaid files can be automatically synchronized to Google or Microsoft cloud space.
3. If OneScreen software is not provided from the channels we designated or not obtained from the media permitted or authorized by us, we cannot guarantee whether it is infected with computer viruses, contains hidden Trojan horse programs or hacking software. The use of such kind of software may lead to unpredictable risks. Hence, we recommend that you do not rashly download, install or use such kind of software. We are exempted from any and all legal liabilities and disputes arising therefrom.

V. Permitted License Uses

Subject to this Agreement, we grant you a non-exclusive, non-sublicensable, personal, revocable, limited license to access and use the Services. You may install, use, display, and run the Product on your terminal device for noncommercial purposes.

VI. Services Introduction

1. The product function is to provide organization administrators with the ability to create organizations and invite members to join the created organizations, thereby realizing batch unified management of accounts based on organizations.
2. The main functions of the Product include but are not limited to full functionality of the OneScreen AMS products. The functions of the Product mentioned above may be changed along with Product upgrading, and such functions displayed on the Product interface shall prevail.
3. The specific content, functionality and form of the software are provided by us in its actual and visible state, and we have the right to determine the specific content, functionality and form of the software service in our sole discretion (for example, we may only provide it in a specific language in a specific country or region) and to add, change, discontinue and stop the specific content, functionality and form of the software in our sole discretion. The content, functionality and form of the Services will be determined by the Services as it is presented in real-time.
4. You acknowledge and agree that the data generated through the use of the Product may be processed and stored by us or third-party contractors and suppliers authorized by us.
5. You understand and agree that the Product may be suspended or stopped by us based on our own business development or as required by judicial, regulatory and supervisory authorities.
6. Unless permitted by applicable law and with our written authorization, you may not use or otherwise export or reexport this Product and Services.
7. If you use other software or services provided by or on behalf of us, separate terms and conditions will apply to that software or service.

VII. Restrictions on Use

1. You must not and must not permit, authorize or assist any other person, to:
   • Reverse engineer, decompile or disassemble the Product;
   • Create derivative works of the Product;
   • Modify (or disable) any security, encryption or anti-privacy software or technology included in the Product;
   • Modify any resource compiled inside the program file of the Product;
   • Copy, distribute, reprint, display, post, modify, translate, merge, utilize, decompose or decompile any part of OneScreen in any form or method;
   • Use OneScreen for the purpose of creating the same or competitive services.
2. Each version of the Product is licensed for use as a single product and you must not use a component separately from any other component.
3. Except as expressly permitted under this Agreement, you must not sell, reproduce or distribute, provide a service bureau, transmit (including broadcast), communicate, adapt, modify or publish or otherwise use the Product or any other content or materials provided by us to you or accessed through the Product without our prior written consent.
4. We reserve all rights in relation to the Product and related Services. You must not exercise any rights not expressly set out in this Agreement in relation to the Product and related services without our prior written consent.
5. You must comply with the terms of the Agreement and must not permit, authorize or assist any other person to:
   • Use Product to display, access or transmit any information which results in you, us or a third party breaching any law;
   • Remove or interfere with any copyright notices or digital rights management Product or restrictions connected to Product;
   • Tamper with, hinder the operation of or make unauthorized modifications to Product;
   • Use Product in a way which inhibits any other user from using Product or places an unacceptable or excessive
     burden on Product or any system which hosts or interacts with Product;
   • Use Product in a way which defames, harasses, threatens, menaces or offends any person;
   • Use Product to publish, display or distribute any information which contains obscene, indecent, inflammatory
     or pornographic material or material that could give rise to civil or criminal proceedings;
   • Use Product in a way which breaches any law;
   • Use Product in a way which infringes the intellectual property rights or other rights of any other person;
   • Use Product in a way which misleads or deceives;
   • Enter a computer information network or use computer information network resources without permission;
   • Delete, modify or add computer information network functions without permission;
   • Lease, lend, link, reprint, compile, pose, publish, or engage in other unauthorized uses of Product including to develop other products, works, services, packages, plug-ins, compatibility, and interconnection arrangements;
   • Destroy normal functions of the Product and intentionally disseminate destructive information such as
     computer viruses.

VIII. Prohibited Conduct

You promise to bear corresponding legal responsibilities for the following actions in the process of using OneScreen:

1. Violation of privacy;
2. Violation of intellectual property;
3. Harassing, threatening, insulting or slandering others, infringing on the legitimate rights and interests of others;
4. Endangering the safety of children;
5. Publishing content that violates the principles of honesty and authenticity, including spam, false information and fake information;
6. Publishing harmful or dangerous content, including spreading obscenity, pornography, violence, murder, terrorism, or instigating crimes and propagating hatred;
7. Other acts prohibited by laws and administrative regulations.

In view of the violation of relevant laws and regulations or this Agreement, the infringement, endangerment or threat of any persons’ rights or safety, or the act of false personation, we have the right, without explanation, to take the following measures including but not limited to: delete illegal, infringing and inappropriate contents from the service, prevent violators from using all or part of our Products, and in accordance with laws and regulations, keep relevant information and then report to relevant authorities.

IX. Intellectual Property Ownership

1. We are the owner of the intellectual property rights to the Product or have obtained use rights from third parties where third-party components are embedded in the Product. All intellectual property rights such as copyright, trademark, patent, trade secret, etc. of the Software and all information contents related to the Services (including but not limited to text, pictures, audio, video, graphics, interface design, layout frame, relevant data or electronic documents, etc.) are protected by applicable laws and regulations of the United States and corresponding international treaties.
2. You shall not implement, exploit, or transfer the above intellectual property rights by yourself or license any third party for any commercial or non-commercial purpose without the written consent of us or the relevant right holder.

X. User Information Protection

Protecting users’ personal information is one basic principle of OneScreen. We will collect, use, store and share your personal information in accordance with this Agreement and the OneScreen Privacy Policy (available at: https://account.onescreensolutions.com/terms/privacy-policy). If there is no explicit provision on personal information protection in this Agreement, the content of OneScreen Privacy Policy shall prevail. At the same time, we attach importance to the protection of consumers’ rights and interests, and we will ensure that users have the right to know the method of usage of digital contents in Products.

Without your authorization, we will not publish, edit or disclose your personal information and the non-public information you set and save on the services we provide, unless:

1. Relevant laws and regulations or requirements of judicial and administrative organizations require to do so.
2. Transfer for completion of merger, division, acquisition or asset transfer.
3. It is necessary to do so in order to provide you the service you require. Currently we do not have any such services that would require us to do so.
4. It can be transferred or disclosed to any third party according to the OneScreen Privacy Policy or other relevant agreements.

For the above categories of data, we will also take appropriate technical measures to ensure data security and prevent data leakage, so as to protect your rights and interests.

If you have any questions or concerns about our data practice, please contact support@onescreensolutions.com and we will respond to your needs.

XI. Service Fees

1. Currently, the use of the Product is free of charge, however, we reserve the right to add fee-charging features and functionalities in future Services. We also reserve the right to display advertisements in connection with the Product and its Services to you.
2. We reserve the right in our sole discretion to substitute, modify or terminate specific member benefits. The Service fees are payable in advance. The Service fees are not refundable in whole or in part for any reason.
3. For users under the age of 18, please make sure that you have obtained the consent from your parent or legal guardian before you purchase any OneScreen services.
4. We will clearly notify you in case of any paid content and service in this Product before your use and you may choose whether to accept or use such paid content or service according to our instructions (including but not limited to service fee standards, payment terms and service rules).
5. Where any services of OneScreen are offered for free, it shall not constitute a representation by us that the same will continue to be free of charge in the future. We have the right to inform you of the imposition of fees for certain services and the means of payment via notification within the software with advanced notice. If you continue your use of such services, you shall be deemed to have agreed to bear the said fees.

XII. Upgrades

1. In order to better provide you with the Services and to guarantee the security of the Services, we may update the Product from time to time (including but not limited to software modification, software upgrades, partial function disabling, function strengthening, new services development, software replacement and function improvement).
2. To facilitate your experience of the better Services of the Product, and in compliance with applicable laws, we may enable automatic upgrade and update functions for you by default. In case of such updates, we will notify you in an appropriate manner (including but not limited to system notifications, announcements, etc.), and you have the right to choose whether to accept the updated version.

XIII. Performance of the Product

1. To the fullest extent permitted by applicable laws and regulations, we give no guarantee that the Product will be virus or error-free.
2. You acknowledge and agree that you may be required to use other software provided by us in the course of using the Product. The Product and other software provided by us may require mutual calling functions and data sharing between us and third-party software providers. In order to use certain functionality of the Product, a computer related auxiliary device (such as a microphone or camera) may be required.
3. If a service or software is provided by a third party, you will need to abide by the third party’s terms and conditions in addition to complying with this Agreement. We are not responsible for the use of, access to or performance of any service or software provided by the third party (including but not limited to the services, software and content provided by the third party to which you are redirected through the Product). We do not guarantee the security, accuracy or validity of the services, software and content provided by a third party. If you use services or software provided by a third party, you will be responsible for managing these risks.
4. We will not be liable for any failure or delay in the performance of its obligations under this Agreement or the nonavailability or poor performance of the Product to the extent such failure or delay is caused by a circumstance not within our reasonable control including acts of God, war, riot, strikes or labour disputes, fire, flood, or natural disaster, accidents, traffic events and electrical supply failures (“Force Majeure Event”). If a Force Majeure Event occurs we will take reasonable steps to avoid any disruptions to your normal use of the Product.

XIV. Disclaimer and Limitation of Liability

1. Due to the needs of business development, we may unilaterally change (e.g., add or reduce), suspend, restrict or terminate some or all of the contents of OneScreen, and we do not need to provide any further notice for the above situations.
2. OneScreen has been thoroughly tested, but it can’t be guaranteed to be completely compatible with all third-party software and hardware systems, and it can’t be guaranteed that OneScreen is completely error-free. In case of incompatibilities or Product errors, you can inform us to obtain necessary technical support.
3. We can’t guarantee:
   • OneScreen fits your usage requirements.
   • OneScreen is free from bugs or errors.
4. To the fullest extent permitted by applicable laws and regulations, we will not be liable (whether in contract, tort (including negligence), or otherwise) for any form of indirect or consequential loss or damage, loss of profits, loss of business, loss of revenue, loss of data, loss of goodwill, loss of opportunity or loss of anticipated savings or any other economic loss arising out of or in connection with this Agreement or the Product.
5. To the extent any applicable statutory guarantees apply to the supply of the Product to you under this Agreement, our liability under those guarantees shall be limited to (at our option) re-supplying the Product or paying the cost of that re-supply.
6. To the fullest extent permitted by applicable laws and regulations, our liability under this Agreement is limited to the amount paid or payable by you to us in the 12-month period.
7. We will not assume relevant legal responsibilities for tangible or intangible losses caused by the following reasons:
   • Any situation where the service is interrupted or blocked due to hacker attack, computer virus intrusion, shielding of illegal content information and harassment information, government regulation and any other network, technology, communication line, information security management measures, etc., which cannot meet your requirements.
   • Any loss caused by your improper use or other reasons of your own.
   • Risks incurred by anonymous or false information containing threatening, defamatory, offensive or illegal contents that are a result of third-party applications if installed on OneScreen.
   • Defects in cybersecurity and data protection of third-party software and services (including underlying
     systems, third-party plug-ins and open-source SDK providers).
   • Your losses due to problems of third parties, e.g., operators, software providers, such as communication line failures, technical problems, network and computer failures, system instability, software quality and others.
   • Any liability or loss arising from defects in intellectual property rights of third party software or services.
   • Information leakage due to your improper use or other reasons of your own or those of third parties.
   • Other losses caused by force majeure.
8. You acknowledge and agree that you are responsible to ensure that Users shall not use the Product to publish or disseminate content prohibited by laws and regulations, and are fully responsible for the authenticity, legality, harmlessness, accuracy and validity of the content published or disseminated on the Product. Any legal liability related to the content published or disseminated by Users in the forms of notifications, notices and pictures, etc., shall be borne by you. We assume no legal liability. If it results in any loss by us or the third party, you shall be liable for compensation in accordance with the law.

You will indemnify, release and hold harmless us, our parent, subsidiaries and affiliates, and all officers, directors, agents and employees thereof, and any party acting on our behalf, from and against any and all third party claims, actions, liabilities, losses, damages, judgments, costs and expenses, including reasonable attorneys’ fees (collectively, “Claims”) arising out of (i) any use of the Services or products appearing on the Services by you or by any person that is not in accordance with the terms of this Agreement; (ii) any breach of this Agreement by you or by any person that you allow to use the Services; or (iii) any violation of any laws, regulations or the rights of any third party by you or by any person that you allow to use the Services or products appearing on the Services.

XVI. Cancellation

1. We may immediately suspend or restrict access to the Product or terminate this Agreement if:
   • You are in breach of the terms of this Agreement;
   • We are not able to provide the Product to you due to a Force Majeure Event.
2. Termination or expiry of this Agreement will not affect any rights or obligations of either party which accrued prior to termination. Once it is terminated, we will continue to retain the information you stored in the Product according to the requirements of applicable laws and regulations and delete the information generated during your use of the Product in our database in a reasonable period. You agree that, to the fullest extent permitted by applicable law, we shall not be liable to you for such deletion.
3. Our rights under this section shall be exercised: (1) in a manner that is reasonable; and (2) to the extent possible, after providing reasonable prior notice to you.

XVII. Governing Law and Dispute Resolution

1. The conclusion, execution and interpretation of this Agreement and the dispute resolution shall be governed by the laws of the State of California and Federal Government of the United States of America.
2. User consents that venue of any action hereunder shall be exclusively in the County of San Diego, California. In the event of litigation, the exclusive venue and place of jurisdiction shall be the County of San Diego, California.
3. In case of any dispute between the two parties concerning the content of this Agreement or its implementation, both parties shall try their best to settle it through mediation. If mediation is unsuccessful, both parties may proceed with formal resolution process. Judgment on such awards may be entered by California courts.

XIX. Miscellaneous

1. If any provision of this Agreement is wholly or partially invalid or unenforceable for any reason, or is in violation of any applicable law or regulation, that provision is deemed removed and the remainder of the Agreement will continue to be valid and binding.
2. We may revise this Agreement at any time and will use reasonable efforts to notify you of any important changes made to this Agreement by appropriate method. Your continued use of the Product after our relevant notification will constitute your acceptance of such changes. If you do not agree with any changes, please refrain from using the Product.
3. A notice under this Agreement must be in writing and given to its recipient entity: (1) by email; or (2) in addition, in the case of us giving notice to you, by posting the notice within your account on the Product, in each case the notice will be regarded as received 4 hours after sending or posting (as applicable) or if it is sent or posted on a weekend or public holiday in the location of the recipient entity on the first day that is not a weekend or public holiday.
4. A provision of this agreement, or right, power or remedy created under it, may not be varied or waived except in writing.
5. The rights, powers, and remedies of a party provided in this agreement are cumulative with, and not exclusive of, any right, power, or remedy provided by law.
6. This Agreement is the final, complete and exclusive agreement between you and OneScreen on OneScreen AMS, and replaces and merges the previous negotiations and agreements between the parties on such matters. You may not transfer the rights and obligations stipulated in this Agreement without our written consent. Any attempt to transfer in violation of the above provisions is null and void.
7. The right of final interpretation of this Agreement belongs to NZS Inc. DBA OneScreen.

Contact Us

If you have any questions about this Agreement or would like to obtain any information relating to the Product, please contact us using the details provided below.

Address: 12335 World Trade Drive, Suite 9, San Diego, CA 92128, USA
Phone: +1-858-305-9199
E-mail: support@onescreensolutions.com