Terms of Service

These Terms of Service ("Terms") govern access to and use of onpurpose.studio, hub.onpurpose.studio, and other OnPurpose products that link to these Terms (collectively, the "Services") provided by OnPurpose Studio, LLC ("OnPurpose," "we," "our," or "us"). By accessing or using the Services, you agree to these Terms on behalf of yourself and the organization you represent.

1. Business Use and Authority

The Services are offered only to businesses and organizations. You represent that you have authority to accept these Terms and use the Services on behalf of your organization.

2. Scope and Separate Agreements

Custom integrations, consulting engagements, enterprise services, or other client work may be governed by a separate written agreement. If a separate agreement conflicts with these Terms, that agreement controls for the services it covers.

3. Accounts

You must provide accurate account information, keep it current, and protect your login credentials. You are responsible for activity under your account and must promptly notify us of suspected unauthorized use.

4. License

Subject to these Terms and payment of applicable fees, OnPurpose grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes during the applicable service period.

5. Acceptable Use

You may not:

• Reverse engineer, decompile, copy, modify, or create derivative works of the Services except where applicable law expressly permits it.
• Sell, sublicense, distribute, or provide the Services to an unauthorized third party.
• Use the Services to build, train, or support a competing product or service.
• Bypass usage limits or access controls, probe for vulnerabilities, disrupt the Services, or introduce malicious code.
• Use the Services unlawfully, infringe another person's rights, or process information without required authority or consent.
• Share credentials or permit access by anyone who is not authorized by your organization.

6. Confidentiality

"Confidential Information" means non-public information disclosed or made available by OnPurpose that a reasonable person would understand to be confidential, including our processes, workflows, methods, software, architecture, security information, pricing, documentation, and product plans. You may use Confidential Information only to use or evaluate the Services and may disclose it only to personnel and advisers who need it for that purpose and are bound by confidentiality obligations at least as protective as these Terms. You must use reasonable care to protect it and may not disclose it to our competitors.

Confidential Information does not include information that you can document was publicly available without breach of these Terms, already lawfully known to you without a confidentiality duty, independently developed without use of the Confidential Information, or lawfully received from a third party without a confidentiality duty. If law requires disclosure, you may disclose only what is required and, where legally permitted, must give us prompt notice and reasonable help seeking confidential treatment.

7. Customer Content and Credentials

You retain ownership of content, credentials, and other information you submit to the Services ("Customer Data"). You grant OnPurpose a limited right to host, process, transmit, and otherwise use Customer Data only as needed to provide, secure, support, and audit the Services and comply with law.

You represent that you have all rights and permissions needed for OnPurpose to process Customer Data. Our handling of personal information is described in our Privacy Policy.

8. Third-Party Services

The Services may connect to platforms, APIs, AI providers, and other third-party services that you select. You are responsible for your accounts, licenses, configuration, and compliance with their terms. OnPurpose is not responsible for third-party services or for outages, changes, data use, or other acts outside our control.

9. Fees, Billing, and Renewal

Your dedicated account manager will communicate pricing, payment timing, service periods, and any usage limits. Payments may be processed through Stripe. Fees are non-refundable unless we agree otherwise in writing or applicable law requires a refund.

Services do not automatically renew unless you request renewal and OnPurpose confirms it. Failure to pay amounts when due may result in suspension or termination.

10. Support, Availability, and Changes

Support levels, response times, service levels, and usage limits apply only when confirmed in writing. We may update, change, suspend, or discontinue parts of the Services. We will provide reasonable notice when practicable, but we do not guarantee that every feature will remain available.

11. Ownership

OnPurpose and its licensors retain all rights, title, and interest in the Services, including software, interfaces, documentation, branding, and intellectual property. Except for the limited license in these Terms, no rights are transferred to you.

12. Suspension and Termination

You may stop using the Services at any time and may request account termination through your account manager. We may suspend or terminate access for nonpayment, breach of these Terms, security or legal risk, or discontinuation of a Service. Upon termination, your license ends and you must stop using the Services. API credentials are deleted immediately; other information is handled as described in the Privacy Policy.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ONPURPOSE DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONPURPOSE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE SERVICES.

ONPURPOSE'S TOTAL LIABILITY ARISING FROM OR RELATED TO THE SERVICES WILL NOT EXCEED THE GREATER OF $500 OR THE FEES YOU PAID ONPURPOSE FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Indemnification

You will defend, indemnify, and hold harmless OnPurpose and its affiliates, officers, employees, contractors, and agents from claims, damages, losses, liabilities, and reasonable expenses arising from your Customer Data, your use or misuse of the Services, or your breach of these Terms or applicable law.

16. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, labor disputes, government action, internet or utility failures, cyberattacks, war, or third-party platform outages.

17. Governing Law and Disputes

Oregon law governs these Terms without regard to conflict-of-law principles. The state and federal courts serving Clackamas County, Oregon have exclusive jurisdiction, and each party consents to venue there.

18. Changes to These Terms

We may update these Terms as the Services or legal requirements change. We will post revised Terms with a new effective date and, when reasonably practicable, provide notice of material changes. Continued use after the effective date means you accept the revised Terms.

19. General

You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets. If any provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver. These Terms and any applicable written service terms are the entire agreement about the Services they cover.

20. Contact

OnPurpose Studio, LLC
Oregon City, Oregon
[email protected]