These OneCLI Terms of Service (“Terms”) govern access to and use of OneCLI's Services and Solution (as defined below), and form a binding agreement between ChartDB, Inc., doing business as OneCLI (“Company”, “OneCLI”, “we”, “us”, or “our”), and the person or entity accepting them (“Customer”, “you”, or “your”). By checking a box to accept these Terms, creating an Account, or accessing or using our Services, you agree to be bound by these Terms. If you accept these Terms for an organization or legal entity, you represent that you have full authority to bind such organization or legal entity, and “you” includes that organization or legal entity. If you accept these Terms as an individual, you represent that you are at least 18 years old and legally capable of entering into these Terms. If you do not agree to these Terms, do not access or use the Services.
Please note:
- The use of the Services may be subject to additional guidelines, terms or policies, which will be posted on our website (https://onecli.sh) or may be viewed via our Solution. All such guidelines, terms or policies are incorporated by reference into these Terms and may be updated by us from time to time. These include our privacy policy (https://onecli.sh/privacy), which explains how we collect and use your personal data, and our pricing page (https://onecli.sh/pricing).
- If you have entered into an order form or subscription with OneCLI or its reseller that explicitly incorporates the terms of another agreement between you and OneCLI such as a master services agreement, then the provisions of such agreement will govern your access and use of the Services and Solution instead of these Terms.
1. Definitions
In these Terms:
- “Account” means the account through which you access and administer the Services.
- “Agent” means a unique AI actor, such as an AI coding assistant, CI bot, or custom script, that uses the Services under a distinct identity, including any User-specific agents deployed in a User's sandboxed environment.
- “Customer Data” means credentials, secrets, policies, requests, conversation transcripts, Agent memory, Input, Output and other content that you or your Users submit to, store in, transmit through, or make accessible to or generate via the Services.
- “Solution” means OneCLI's credential, policy, and Agent-execution layer software solution, including the managed gateway, encrypted vault, Workspaces, cloud dashboard, and APIs.
- “Services” means the Solution and the proprietary documentation, support, and related services that Company makes available under these Terms.
- “Third Party Services” means third-party products, services, websites, applications, APIs, SDKs, or systems that interoperate with or are accessed through the Services, including services connected through plugins and connectors.
- “OSS Version” means the Company's CLI binary (onecli) that Company makes publicly available under an open source license (currently Apache License 2.0), including at https://github.com/onecli/onecli.
- “Workspace” means the dedicated digital environment associated with a specific Customer's Account, where Users may collaborate with each other, and where each User is afforded a sandboxed Agent execution environment.
- “Usage Data” means technical, operational, and usage information relating to the provision, security, administration, and performance of the Services, including metadata, statistical data, settings, policy configurations, feature usage, resource consumption and analytics, but excluding Customer Data.
- “User(s)” means your individual users, who may be your employees or contractors. If you are an individual then any reference to a “User” shall mean “you”.
2. Services and Account
2.1 The Services
Subject to your compliance with these Terms (including payment of fees for paid Services and features), the Company hereby grants you (for an unlimited number of Users) a non-exclusive, royalty-free, worldwide, limited, revocable right and, with respect to self-hosted Solution components, a license, to access and use the Solution and Services for your internal business purposes.
2.2 Plans and Access
Your scope of access and features, and the number of Users and Agents included depends on your subscription plan or order form with the Company. Company may offer free and paid plans, and may impose or enforce plan-specific limits.
2.3 Changes and Availability
Company may update, modify, add, suspend, or discontinue features of the Services. Where reasonably practicable, Company will provide reasonable notice of a material discontinuation that adversely affects paid use, but may act without notice to address security, legal, third-party, or operational risks.
2.4 Support
We may attempt to provide support for the Services, if and when we are able to, and all support requests should be directed to support@onecli.sh. Unless expressly agreed between us in a separate service level addendum, while we will make reasonable efforts to timely respond to User inquiries and support requests, we do not have any obligation to provide support (including within a specified timeframe) or maintain the Solution at a specific availability level.
2.5 Account
Certain features require an Account. You must provide accurate and complete registration information and keep it current. You are responsible for maintaining the confidentiality and security of Account credentials, OneCLI API keys, vault configuration, Workspace, tokens, and access controls, and for all activity under your Account. You are solely responsible for safeguarding your Account username and password and for supervising the use of your Account and are responsible for activity under the Account. You must promptly notify us of any suspected unauthorized access or security incident involving your Account.
2.6 Workspaces
For as long as you have a valid Account, you may access the content stored in your Workspace and may export such content for legitimate business purposes, provided that you do so in compliance with this Agreement and applicable laws, including with respect to privacy, data protection and export controls. To the extent your plan includes an administrator functionality, such administrator may control access and use by the Users to the Workspace and their dedicated environments, including adding, removing and suspending Users and environment(s). For clarity, any Workspace under an organization's Account shall be kept separate from an individual Customer's Workspace, even when such person is also a User under the organization's corporate Account.
2.7 SSO
As part of the Services' functionality, we may allow you to register an Account and log in to said Account by using your credentials with certain of your existing Third Party Service accounts (such as Google) (“SSO”). By registering or logging into an Account through SSO, you represent that you are entitled to disclose such Third Party Service account login information to the Company and/or grant the Company access to your account with such Third Party Services.
3. Obligations and Restrictions
3.1 Obligations
Customer and its Users must: (i) comply with applicable laws, rules, and regulations governing their use of the Service, including sanctions and trade control laws; (ii) comply with the terms, policies, and technical requirements of each Third Party Service accessed through or connected to the Services; (iii) obtain all rights, consents, and authorizations required to share Customer Data, including obtaining all legal bases required to share and allow the processing of personal data by the Company; and (iv) use the Services only within applicable plan limits and documentation.
3.2 Restrictions
Customer and its Users must not, and must not attempt or permit another to: (a) use the Services for any unlawful purpose; (b) circumvent access controls, security measures, safeguards or usage limits; (c) disrupt, degrade, impair, or interfere with the Services or their infrastructure; (d) reverse engineer, decompile, or disassemble the Solution; (e) access the Services by means other than interfaces authorized by Company; (f) violate the terms of any Third Party Services you access through OneCLI plugins; (g) use the Solution or Services in order to develop, build, train or improve a competing product or service; or (h) sell, resell, distribute, white-label, embed, sublicense, or otherwise make the Services available to any external third party or end customer, except if expressly permitted to the contrary in writing by the Company.
3.3 Agents
The Services enable Users to deploy Agents (provided by the Services or a Third Party Service) in sandboxed execution environments hosted by Company. Company stores the associated Workspace and Customer Data and executes Agents on Customer's behalf. Customer is solely responsible for each Agent it deploys or connects, the instructions and requests submitted by or through that Agent, the rules and permissions Customer configures, the Customer Data it chooses to share with an Agent or have an Agent interact with, and reviewing the resulting actions and transactions. Company is not responsible for an Agent's conduct or for Customer's configuration choices. Subject to Customer's scope of authorization, Agents may act autonomously within any parameters Customer sets in the dashboard, and no further approval is required.
3.4 Monitoring and Suspension
Company has no obligation to monitor Customer Data or Customer's use of the Services, but may do so at its discretion. Company may suspend, limit, or terminate Customer's or a User's access to the Services in case any fees due by Customer remain unpaid for more than 7 days following their due date, or if it reasonably believes Customer's use violates these Terms, applicable law, or third-party rights; threatens the security, integrity, or availability of the Services or a Third Party Service; or may create material risk or liability to the Services or other users. Where practicable, Company will provide notice and an opportunity to cure (if the breach is curable), but may suspend or terminate access immediately in urgent circumstances or in case of non-payment.
4. Fees and Payment
Paid features and Services plans are billed in advance on a recurring basis, at the rates and intervals presented in your subscription plan, or stated in the applicable order form between you and OneCLI. You are responsible for providing complete and accurate billing and contact information and for updating us of any changes to such information. By subscribing, you authorize Company, its reseller or its payment processor (as applicable) to charge the payment method associated with your Account on each renewal date. You may cancel at any time, and cancellation will take effect at the end of the then-current billing period. Company will provide at least 30 days' notice before a price increase takes effect for an existing paid subscription. Fees are exclusive of tax, and, unless otherwise required by law, are non-refundable.
5. Customer Data, IP and AI
5.1 Retention of Rights
Company and its licensors retain all right, title, and interest in the Services, Solution, technology, trademarks, branding, and related intellectual property, including all derivatives, enhancements and modifications thereof. Except for the limited right (and license) to use the Services and Solution under these Terms, no rights are granted to Customer by implication, estoppel, or otherwise.
5.2 Customer Data
As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Company and its Third Party Service providers involved in the Services' provision (including any LLM providers) a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, use, and display Customer Data solely as necessary to provide, secure and support the Services, including the deployment of Agents and generation of Output. Customer represents that it has all rights and permissions necessary to permit Company to process Customer Data (including any personal data), as contemplated by these Terms.
5.3 Open Source
Certain components and repositories of the Solution may be subject to open source licenses. In the event there is conflict between these Terms and the open source license terms governing such components and repositories, the open source license terms will prevail solely with respect to such components and repositories and solely to the extent of the conflict.
Without detracting from the generality of the foregoing, the parties acknowledge that the OSS Version is a distinct offering, subject to its own open source license (currently Apache 2.0). Nothing in the OSS Version grants Customer any rights to paid features of the Services.
5.4 Feedback
If Customer chooses to provide the Company with any suggestions, comments or any other feedback regarding the Solution and Services (“Feedback”), the Company may use the Feedback at their sole discretion and for any purpose, including improving the Solution and Services, and developing new products and services. Customer hereby relinquishes all right, title and interest it might have in the Feedback in favor of the Company. Company's use of the Feedback will not identify you or any individual.
5.5 Usage Data
In the course of your use of the Services and Solution, OneCLI may monitor, collect, generate, compile and analyze Usage Data in connection with such use. As between the parties, OneCLI shall own and you hereby assign to OneCLI all right, title and interest in and to the Usage Data, which may be used by OneCLI at its sole discretion and for any purpose, including improving the Solution and Services, and developing new products and services. OneCLI's use of the Usage Data will not identify you or any individual.
5.6 Input and Output
Customer may choose to share with the Solution prompts and instructions (“Input”), which, in conjunction with the Solution's LLM Third Party Service providers, shall be used to generate outputs and reports based on such Input (“Output”). As between the parties, Customer shall own all rights, title and interest in the Input, and subject to Customer's compliance with this Agreement, Company shall relinquish in favor of and assign to Customer all rights, title, and interest it might have in the Output, without making any representation or warranty as to the nature of such rights. Customer should evaluate the accuracy and appropriateness of the Output in each case, including by conducting human review as necessary, and acknowledges that due to the nature of AI models and machine learning, different users may get similar outputs so that the Output may not be unique.
6. Third Party Services
Certain features and functionalities of the Solution are integrated with, and the Solution may link to or call Third Party Services, including third-party LLMs required for offering and interaction with Agents and the generation of Output. Customer agrees that Company may transmit Customer Data to such third-party LLMs in connection with each Agent interaction, and further acknowledges that the Third Party Services are beyond Company's control, and are subject to their own licenses, policies (including privacy policies) and legal terms. Company does not endorse any Third Party Services and shall not be in any way responsible or liable with respect to any Third Party Services, their update, inclusion or removal from the Solution, and any changes to such Third Party Services or legal terms and policies. Company's integration or interaction with any Third Party Service does not in any way imply, suggest, or constitute any sponsorship or approval by the Company, or by such Third Party Service, nor any affiliation between them. Company may add, replace, enable or disable integrations with and update Third Party Services at its sole discretion, with or without notice. Depending on your deployment, credentials for Third Party Services are stored in the OneCLI encrypted vault locally on your machine, in your self-hosted environment, or in the managed vault provided as part of the cloud Services.
7. Disclaimers
THE SERVICES (INCLUDING ANY AGENTS AND WORKSPACES), THE OUTPUT AND SOLUTION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE; THAT ANY RULE, POLICY, APPROVAL, RATE LIMIT, OR OTHER CONTROL WILL PREVENT EVERY UNAUTHORIZED OR UNINTENDED REQUEST. COMPANY IS NOT RESPONSIBLE FOR ANY ACTIONS, DECISIONS, EXECUTIONS, MODIFICATIONS, TRANSMISSIONS, OR OTHER ACTIVITIES PERFORMED BY THE AGENTS BASED ON CUSTOMER'S CONFIGURATIONS, PERMISSIONS, APPROVALS, OR PROMPTS, WHICH ARE UNDER CUSTOMER'S SOLE CONTROL. COMPANY DOES NOT GUARANTEE ANY BUSINESS OUTCOMES OF THE SERVICES, AND ALL WARRANTIES WITH RESPECT TO THIRD PARTY SERVICES ARE EXPRESSLY DISCLAIMED. THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT, OR A BREACH OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS: (1) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR USE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (2) COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SOLUTION OR THE SERVICES WILL NOT EXCEED THE GREATER OF (I) THE FEES CUSTOMER PAID TO COMPANY FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (II) US$100. ANY LIMITATION HEREIN IS CUMULATIVE AND NOT PER INCIDENT.
9. Indemnification
Customer will indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against third-party claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising from or relating to: (i) Customer's violation of these Terms, Third Party Service terms or applicable law; or (ii) any allegations that the Customer Data or Customer's use of the Services infringes, misappropriates, or violates a third party's rights.
10. Term and Termination
10.1 Subscription
Your subscription pursuant to these Terms begins when you first accept them through one of the methods listed in the preamble to these Terms, and continues until the expiry of your plan or until terminated earlier per this Section 10.
10.2 Renewal
Your subscription will automatically renew for successive periods equal to your current subscription period (for example, monthly plans renew monthly and annual plans renew annually), unless either party notifies the other, at least 24 hours before the last day of the current subscription period, of its intent not to renew.
10.3 Termination
You may cancel your subscription, stop using our Services and delete your Account at any time. You may cancel the subscription (or provide a non-renewal notice under Section 10.2) via the Solution or by email legal@onecli.sh. Company may suspend or terminate access immediately if Customer violates these Terms, fails to pay amounts when due, or creates a security, legal, or operational risk.
10.4 Provisions on Termination
Upon termination, Customer shall lose access to and must cease using the Services, and Company shall return or delete Customer Data and delete Workspaces, all in accordance with its retention practices. Provisions that by their nature should survive termination will survive, including Sections 3.2, 4 (for fees accrued on termination), 5, 7-9, this Section 10.4 and Section 12.
11. Publicity
In case Customer is a legal entity or business, Customer acknowledges and agrees that, following Customer's subscription to paid Services, Company has the right to use Customer's name and logo to identify Customer as a customer of Company or user of the Solution, on Company's website, marketing materials or otherwise by public announcements. The publication of any additional content related to the Customer's use of the Services (other than mere reference to the Customer as set forth above), such as case studies and success stories, shall require Customer's prior written consent (not to be unreasonably withheld or delayed).
This Section 11 does not apply to individual consumer Customers.
12. General
12.1 Interpretation
The headings used in these Terms are for convenience only and shall in no case be considered in construction. Any order form entered into between the parties simultaneously with these Terms shall be deemed to incorporate these Terms. If there is any conflict or inconsistency between these Terms and such order form, these Terms shall prevail unless the order form explicitly states otherwise.
12.2 Changes to the Terms
Company may modify these Terms from time to time by posting revised Terms through the Solution or on its website. Changes will become effective on the stated Last Updated date above. If a change materially reduces Customer's rights or materially increases Customer's obligations, Company will provide reasonable advance notice where required or reasonably practicable. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.
12.3 Severability; Waivers
If any provision of these Terms is held unlawful, invalid, or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect. A waiver is effective only if done in writing by the waiving party. A waiver of one breach is not a waiver of any other breach.
12.4 Relationship
The parties are independent contractors. These Terms do not create an agency, employment, partnership, joint venture, trust, or fiduciary relationship.
12.5 Entire Agreement
These Terms constitute the entire agreement between the parties regarding the Services and supersede prior or contemporaneous agreements and exchanges, whether written or oral, on that subject.
12.6 Assignment
Company may assign at any time these Terms, Order Form(s) and any of its rights and/or obligations thereunder to any third party without Customer's consent by notice to Customer. Customer may not assign any of its rights or delegate any obligations hereunder, in whole or in part without the prior written consent of Company. Any assignment attempt in contravention of this Section shall be null and void.
12.7 Force Majeure
Neither party shall be liable to the other party for any failure to perform any of its obligations under the Terms (excluding Customer's payment obligations) during any period in which such performance is delayed, hindered, or adversely affected as a result of circumstances beyond the affected party's reasonable control including fire, flood, war, pandemic or any other public health crisis, government act (whether lawful or unlawful), embargo, strike, riot or civil unrest.
12.8 No Third Party Beneficiaries
There are no third party beneficiaries and these Terms do not confer rights on any third party, including any User or Third Party Service provider.
12.9 Governing Law and Jurisdiction
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Services will be subject to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Delaware, and each party consents to personal jurisdiction and venue in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
12.10 Notices
We may provide you with notices by (i) sending an email to the address associated with your Account or (ii) posting to our website, or an in-Solution notice. Notices sent by email are effective when sent; notices posted are effective upon posting. To provide notice to us, you must email legal@onecli.sh. It is your responsibility to keep your email address current.